Common use of Financial Statements Clause in Contracts

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” included in the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement 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 (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement Statement, the General Disclosure Package or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Selected Condensed Consolidated Financial HighlightsData of Ares Capital” included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement Statement, the General Disclosure Package and the Prospectus. The financial data set forth in the General Disclosure Package and in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus that is not included as required.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement 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 (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement Statement, the General Disclosure Package or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Selected Condensed Consolidated Financial HighlightsData of Ares Capital” included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement Statement, the General Disclosure Package and the Prospectus. The financial data set forth in the General Disclosure Package and in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus that is not included as required.

Financial Statements. The financial statements included included, or incorporated by reference reference, in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) respective entity or entities or group presented therein at the respective dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of such entity, as the Company and its Subsidiaries case may be, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said . Such financial statements have been prepared in conformity with United States generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” included supporting schedules, if any, included, or incorporated by reference, in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly, in all material respectsaccordance with GAAP, the information stated therein. The selected financial data, the summary financial information and other financial information and data included, or incorporated by reference, in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial informationincluded, if anyor incorporated by reference, included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus presents Prospectus. In addition, any pro forma financial information and the related notes thereto, if any, included, or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, as applicable, present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines and the guidelines of the American Institute of Certified Public Accountants (“AICPA”) and the Public Company Accounting Oversight Board with respect to pro forma financial statements information and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is are no other financial statements (historical or pro forma financial information forma) that is are required to be included or incorporated by reference in the Registration Statement, the Basic preliminary prospectus or the Prospectus that are not included or incorporated by reference as required. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus that is not included as requiredfairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries (as defined below) entities to which they relate at the dates indicated and the consolidated statement statements of operations, consolidated statement statements of stockholders’ equity comprehensive loss and consolidated statement statements of cash flows of the Company and its Subsidiaries for the periods specified, as applicable; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said and all such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved and comply with all applicable accounting requirements under the Securities Act (except as may be indicated in the notes thereto) and have been prepared on a consistent basis with the books and records of the Company. The “Financial Highlights” supporting schedules, if any, included or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects and 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 in the Registration Statement and the Prospectus present fairlyfairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) 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 in all material respects or, in the case of real estate operations acquired or to be acquired, Rule 3-14 of Regulation S-X in all material respects. The supporting schedules, if any, present fairly in all material respects and in accordance with GAAP the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements of the Company included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited Any pro forma financial statements and the related notes thereto contained in the Registration Statement. The and any pro forma and pro forma as adjusted financial information, if any, information and related notes included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no Any information contained in the Registration Statement or the Prospectus regarding “non-GAAP financial measures” (as defined in Regulation G of the Commission) complies in all material respects with Regulation G and Item 10 of Regulation S-K of the Commission, to the extent applicable. No other pro forma financial information that is statements or schedules are required by Form S-3 or otherwise to be included in the Registration Statement, Statement or the Basic Prospectus Prospectus. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus that is not included as requiredfairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly in all material respects the financial position of the Company and its Subsidiaries (consolidated subsidiaries, or such other entity, as defined below) the case may be, at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ ' equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries, or such other entity, as the case may be, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement and the Prospectus present fairly, fairly in all material respects, accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The In addition, any pro forma financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that statements of the audited financial statements Company and its subsidiaries and the related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. (A) The financial statements and any supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries (consolidated subsidiaries as defined below) at of the dates indicated and the consolidated statement results of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries their respective operations for the periods specified; there are no financial statements that are required to be included and, (B) except as otherwise stated in the Registration Statement or Statement, the Prospectus that are not included as required; Time of Sale Information and the Prospectus, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout basis; and (C) the periods involved. The “Financial Highlights” supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and (D) the selected financial data and the summary financial information of the Company, if any, included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented dates indicated and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included or incorporated by reference in the Registration Statement, the Basic Prospectus Time of Sale Information and the Prospectus; and (E) any pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Basic Prospectus Time of Sale Information and the Prospectus that is not included as requiredfairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement 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 (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement Statement, the General Disclosure Package or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement Statement, the General Disclosure Package and the Prospectus. The financial data set forth in the General Disclosure Package and in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus that is not included as required.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Selected Condensed Consolidated Financial HighlightsData of Ares Capital” included in the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements (including the related notes and supporting schedules) and other financial information included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules Prospectus (and notes, any amendment or supplement thereto) present fairly in all material respects the financial position position, results of the Company operations and its Subsidiaries (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company entities purported to be shown thereby, at the dates and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements indicated, and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedindicated, except to the extent disclosed therein. The “Financial Highlights” summary and selected historical financial information included or incorporated by reference in the Registration Statement and the Prospectus present fairly, (and any amendment or supplement thereto) is accurately presented in all material respects, the information shown therein as of the date presented respects and have been compiled prepared on a basis consistent with that of the audited and unaudited historical consolidated financial statements included in the Registration Statement and the Prospectusfrom which it has been derived, except as described therein. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited pro forma financial statements and related notes thereto contained in the Registration Statement. The other pro forma financial information, if any, included or incorporated by reference in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents (i) present fairly in all material respects the information contained shown therein, has (ii) have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has (iii) have been properly presented computed on the bases described therein, and the . The assumptions used in the preparation thereof of the pro forma financial statements and other pro forma financial information, if any, included or incorporated by reference in the Registration Statement and the Prospectus are reasonable reasonable, and the adjustments used therein are appropriate to give effect to the transactions and or circumstances referred to therein. There is no No other pro forma financial information that is statements or schedules of the Partnership are required by the Act or the Exchange Act to be included in the Registration Statement, Statement or the Basic Prospectus and the Prospectus that is not included as requiredProspectus.

Financial Statements. The consolidated financial statements and schedules of the Company included or incorporated by reference in the Registration Statement Statement, the Pre-Pricing Prospectus and the Prospectus, together with the related schedules and notes, notes present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement of operations, consolidated statement of stockholderscomprehensive income, shareholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries in conformity with U.S. generally accepted accounting principles (“GAAP”) at the respective dates and for the respective periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said which they apply. Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedinvolved except for any normal year-end adjustments and except as described therein (including in the related notes thereto). The “Financial Highlights” supporting schedules, if any, included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Disclosure Package and the Prospectus present fairly, fairly in all material respects, respects the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement Statement, the Pre-Pricing Prospectus and the Prospectus. The In addition, any pro forma financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that statements of the audited financial statements Company and its subsidiaries and the related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Pre-Pricing Prospectus and the Prospectus presents present fairly the information shown therein, have been prepared in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and in the opinion of the Company the assumptions used in the preparation thereof are were reasonable at the time made and the adjustments used therein are appropriate to give effect to were based upon good faith estimates and assumptions believed by the transactions and circumstances referred to therein. There is no other pro forma financial information that is required Company to be included in reasonable at the Registration Statement, the Basic Prospectus and the Prospectus that is not included as requiredtime made.

Financial Statements. The financial statements (including the related notes and supporting schedules) included in or incorporated by reference in into the Registration Statement and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the financial position condition, the results of operations, the statements of cash flows and the statements of shareholders’ equity and other information purported to be shown thereby of the Company and its Subsidiaries (as defined below) consolidated subsidiaries, at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements indicated, have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved and are correct and complete and are in accordance with the books and records of the Company and its consolidated subsidiaries. The “Financial Highlights” summary and selected financial data and other supporting schedules included in the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of at the date presented respective dates and for the respective periods specified, and the summary and selected financial data and other supporting schedules have been compiled presented on a basis consistent with that of the audited financial statements so set forth in the Registration Statement and the Prospectus and other financial information. The pro forma financial statements and the related notes thereto and the pro forma and pro forma as adjusted financial information included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included have been prepared in accordance with the Registration Statementapplicable requirements of the Securities Act Regulations with respect to pro forma financial information and have been properly compiled on the bases described therein, the Basic Prospectus and the Prospectus presents present fairly in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no No other pro forma financial information that is statements (or schedules) of the Company, or any predecessor of the Company, are required by the Securities Act to be included in the Registration Statement, Statement or the Basic Prospectus and the Prospectus that is not included as requiredProspectus.

Financial Statements. The consolidated financial statements and supporting schedules of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations for the periods specified; except as otherwise stated in the Registration Statement 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 (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout basis; and the periods involvedsupporting schedules, if any, included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated therein. The “Financial Highlights” selected financial data and the summary financial information of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus. The statements of certain revenues and expenses of the properties acquired or proposed to be acquired by the Company, if any, included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly in all material respects the information set forth therein and have been prepared, in all material respects, in accordance with the applicable financial statement requirements of Rule 3-14 under the Exchange Act with respect to real estate operations acquired or to be acquired. The pro forma financial statements and the other pro forma financial information (including the notes thereto) of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and set forth therein, have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial informationprepared, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained thereinrespects, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases basis described therein, therein and the assumptions used in the preparation thereof of such pro forma financial statements and other pro forma financial information (including the notes thereto) are reasonable and the adjustments used therein are appropriate to give effect to the transactions and or circumstances referred to therein. There is no To the knowledge of the Company, the consolidated financial statements and supporting schedules of DDRM Properties LLC (“DDRM”) incorporated by reference into the Registration Statement and the Prospectus (in each case, other than any pro forma financial information that is required to be included and projections) present fairly, in all material respects, the consolidated financial position of DDRM and its consolidated subsidiaries as of the dates indicated and the results of their operations for the periods specified; except as otherwise stated in the Registration StatementStatement and the Prospectus, such financial statements have been prepared in all material respects in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the financial statement requirements of Rule 3-09 under the 1934 Act. To the knowledge of the Company, the Basic Prospectus consolidated financial statements of Sonae Sierra Brazil BV Sarl (“SSB”) and its consolidated subsidiaries, if any, incorporated by reference into the Registration Statement and the Prospectus that (in each case, other than any pro forma financial information and projections), present fairly, in all material respects, the consolidated financial position of SSB and its consolidated subsidiaries as of the dates indicated and the results of their operations for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, such financial statements have been prepared in all material respects in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board applied on a consistent basis and otherwise have been prepared in all material respects in accordance with the financial statement requirements of Rule 3-09 under the Exchange Act. All disclosures contained in the Registration Statement and the Prospectus regarding “non-GAAP financial measures” (as such term is not defined by the rules and regulations of the Commission), if any, comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included as requiredor incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements statements, together with the respective schedules and notes relating thereto, included or incorporated by reference in the Registration Statement Statement, the 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 (as defined below) at the dates indicated and the consolidated statement results of operations, consolidated statement of stockholders’ equity operations and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with United States generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as otherwise stated therein. The “Financial Highlights” selected financial data and the summary financial information included in the Registration Statement Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The Any pro forma financial information, if any, information included in the Registration Statement, the Basic Prospectus and Disclosure Package or the Prospectus presents fairly in all material respects the information contained shown therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements information and has been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no The financial statements and other pro forma financial information that is required to be data included in the Registration Statement, the Basic each Preliminary Prospectus and the Prospectus that is not included as required.comply in all material respects with the requirements of paragraph (e) of Item 10 of Regulation S-K.

Financial Statements. The financial statements and any supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries (consolidated subsidiaries as defined below) at of the dates indicated and the consolidated statement results of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries their respective operations for the periods specified; there are no financial statements that are required to be included and, except as otherwise stated in the Registration Statement or Statement, the Prospectus that are not included as required; Time of Sale Information and the Prospectus, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout basis; and the periods involved. The “Financial Highlights” supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the selected financial data and the summary financial information, if any, included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented dates indicated and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included or incorporated by reference in the Registration Statement, the Basic Prospectus Time of Sale Information and the Prospectus; and the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required ; and the Company’s ratios of earnings to be fixed charges included in the Prospectus under the caption “Ratio of Earnings to Fixed Charges” and in Exhibit 12 to the Registration Statement, Statement have been calculated in compliance with Item 503(d) of Regulation S-K of the Basic Prospectus and Commission as at the Prospectus that is not included as requireddates indicated therein.

Financial Statements. The financial statements included or incorporated by reference in statements, including the notes thereto and the supporting schedules, if any, filed with the Commission as a part of the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) at of the dates indicated and the consolidated statement results of its operations, consolidated statement of stockholderschanges in shareholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no . Such financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements and supporting schedules, if any, have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The “Financial Highlights” No other financial statements or supporting schedules are required to be included in the Registration Statement and the Prospectus present fairly, in all material respectsStatement, the information shown therein as Time of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” fairly presents present the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Time of Sale Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to Prospectus. There are no pro forma or as adjusted financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof that are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Time of Sale Prospectus and the Prospectus in accordance with Regulation S-X that is have not been included as so required.

Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the Pricing Prospectus 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 (as defined below) consolidated subsidiaries, at the dates indicated indicated, and the consolidated statement of operationsincome, consolidated statement of stockholdersshareholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in each of the Pricing Prospectus and the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement Statement, the Pricing Prospectus and the Prospectus. The In addition, any pro forma financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that statements of the audited financial statements Company and its subsidiaries and the related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Pricing Prospectus and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements statements, and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together Prospectus comply in all material respects with the related schedules applicable requirements of the Securities Act and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (consolidated subsidiaries as defined below) at of the dates indicated and the consolidated statement results of operations, consolidated statement of stockholders’ equity their operations and consolidated statement of the changes in their cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involvedcovered thereby, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein. The financial information under the heading “Selected Financial HighlightsData and Other Information” and “Selected Quarterly Financial Data” included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly, have been derived from the accounting records and other books and records of the Company and the subsidiaries and presents fairly in all material respects, respects the information shown therein thereby as of the date presented and have has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectusor incorporated by reference therein. The financial data set forth in the Registration Statement, Pricing Disclosure Package and in the Prospectus under the caption heading “Capitalization” presents fairly presents in all material respects the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to or incorporated by reference therein. There is no other pro forma financial information that is required to be included or incorporated by reference in the Registration Statement, the Basic Prospectus Pricing Disclosure Package and the Prospectus that is not included or incorporated by reference as required.

Financial Statements. The financial statements and any supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries (consolidated subsidiaries as defined below) at of the dates indicated and the consolidated statement results of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries their respective operations for the periods specified; there are no financial statements that are required to be included and, except as otherwise stated in the Registration Statement or Statement, the Prospectus that are not included as required; Time of Sale Information and the Prospectus, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout basis; and the periods involved. The “Financial Highlights” supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the selected financial data and the summary financial information, if any, included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented dates indicated and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included or incorporated by reference in the Registration Statement, the Basic Prospectus Time of Sale Information and the Prospectus; and the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required ; and the Company’s ratios of earnings to be fixed charges included in the Prospectus under the caption “Ratio of Earnings to Fixed Charges” (if applicable) and in Exhibit 12 to the Registration Statement, Statement have been calculated in compliance with Item 503(d) of Regulation S-K of the Basic Prospectus and Commission as at the Prospectus that is not included as requireddates indicated therein.

Financial Statements. The financial statements included in or incorporated by reference in into the Registration Statement Statement, the Time of Sale Information and the Prospectus, together with the related schedules and notes, present fairly in all material respects (i) the financial position of the Company and its Subsidiaries (as defined below) consolidated subsidiaries at the dates indicated and (ii) the consolidated statement statements of operationsincome, consolidated statement of changes in stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as stated therein. The “Financial Highlights” supporting schedules incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus present fairly, in accordance with GAAP, the information required to be stated therein. Any pro forma financial statements of the Company, and the related notes thereto, included in or incorporated by reference into the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no Any other pro forma financial data derived from the financial statements of the Company included in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus present fairly in all material respects the information shown therein, and have been compiled on a basis consistent in all material respects with that is required to be of the audited financial statements included in or incorporated by reference in the Registration Statement, the Basic Prospectus Time of Sale Information and the Prospectus. No other financial statements are required to be set forth in or incorporated by reference into the Registration Statement or the Prospectus that is not included as requiredunder the Securities Act.

Financial Statements. The financial statements included in or incorporated by reference in into the Registration Statement Statement, the Time of Sale Information and the Prospectus, together with the related schedules and notes, present fairly in all material respects (i) the financial position of the Company and its Subsidiaries (as defined below) consolidated subsidiaries at the dates indicated and (ii) the consolidated statement statements of operationsincome, consolidated statement of changes in stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as stated therein. The “Financial Highlights” supporting schedules incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus present fairly, in accordance with GAAP, the information required to be stated therein. Any pro forma financial statements of the Company, and the related notes thereto, included in or incorporated by reference into the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma The summary financial information that is required to be included in the Registration Statement, the Basic Prospectus Time of Sale Information and the Prospectus present fairly in all material respects the information shown therein, and have been compiled on a basis consistent in all material respects with that is not of the audited financial statements included as requiredin or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus. No other financial statements are required to be set forth in or incorporated by reference into the Registration Statement or the Prospectus under the 1933 Act or the 1933 Act Regulations.

Financial Statements. The financial statements of the Company included or incorporated by reference in the Registration Statement Time of Sale Prospectus and the Prospectus, together with the related schedules schedule and notes, present fairly in all material respects (A) the financial position of the Company and its Subsidiaries (as defined below) on a consolidated basis at the dates indicated and (B) the consolidated statement statements of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries on a consolidated basis for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said . Such financial statements have been prepared in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules relating to the Company, if any, included in the Registration Statement Time of Sale Prospectus and the Prospectus present fairly, fairly in all material respects, accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information of the Company included in the Time of Sale Prospectus and the Prospectus present fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited or unaudited financial statements of the Company, as applicable, included in the Registration Statement Time of Sale Prospectus and the Prospectus. The financial interactive data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Basic Time of Sale Prospectus and the Prospectus presents fairly present the information called for in all material respects the information contained therein, has and have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to applicable thereto. There are no historical or pro forma financial statements and has been properly presented on of the bases described therein, and Company or any of its Subsidiaries or any acquired entities which are required by the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required 1933 Act to be included disclosed in the Registration Statement, the Basic Time of Sale Prospectus or the Prospectus which are not so disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus that is not included as requiredProspectus.

Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly fairly, in all material respects respects, the financial position and results of operations of the Company and its Subsidiaries (on a consolidated basis, or such other entities, as defined below) the case may be, as of and at the dates indicated indicated, and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries on a consolidated basis, or such other entities, as the case may be, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said such financial statements have been prepared in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” involved except to the extent indicated in such financial statements or notes thereto; and the supporting schedules included in the Registration Statement Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement Statement, the Disclosure Package and the Prospectus. The In addition, any pro forma financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that statements of the audited financial statements Company and its subsidiaries and the related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus Disclosure Package and the Prospectus presents fairly present fairly, in all material respects respects, the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the ProspectusProspectuses, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries and, in respect of the Predecessor Business (as defined below) in the Registration Statement under "Selected Historical Financial Information"), of the Company and its combined affiliated entities, as the case may be, at the dates indicated and the consolidated statement of operations, consolidated statement of changes in net assets, stockholders’ ' equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries and, in respect of the Predecessor Business, of the Company and its combined affiliated entities, as the case may be, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the Prospectus summary financial information included in the Prospectuses present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, information and the related notes thereto included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents Prospectuses present fairly in all material respects the information contained shown therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The consolidated financial statements included or incorporated by reference in the Registration Statement 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 (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ ' equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included , in each case on the basis stated in the Registration Statement or the Prospectus that are not included as requiredStatement; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved, except as disclosed therein. The “Financial Highlights” 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 in the Registration Statement and the Prospectus present fairly, fairly in all material respects, respects the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus presents fairly in all material respects the information contained thereinProspectus, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included All disclosures contained in the Registration Statement, the Basic Prospectus and General Disclosure Package or the Prospectus that regarding "non-GAAP financial measures" (as such term is not included as requireddefined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable.

Financial Statements. The consolidated financial statements and supporting schedules of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations for the periods specified; except as otherwise stated in the Registration Statement 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 (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout basis; and the periods involvedsupporting schedules, if any, included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated therein. The “Financial Highlights” selected financial data and the summary financial information of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus. The statements of certain revenues and expenses of the properties acquired or proposed to be acquired by the Company, if any, included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly in all material respects the information set forth therein and have been prepared, in all material respects, in accordance with the applicable financial statement requirements of Rule 3-14 under the Exchange Act with respect to real estate operations acquired or to be acquired. The pro forma financial statements and the other pro forma financial information (including the notes thereto) of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and set forth therein, have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial informationprepared, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained thereinrespects, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases basis described therein, therein and the assumptions used in the preparation thereof of such pro forma financial statements and other pro forma financial information (including the notes thereto) are reasonable and the adjustments used therein are appropriate to give effect to the transactions and or circumstances referred to therein. There is no To the knowledge of the Company, the consolidated financial statements of Sonae Sierra Brazil BV Sarl and its consolidated subsidiaries incorporated by reference in the Registration Statement and the Prospectus (in each case, other than any pro forma financial information that is required to be included and projections), if any, present fairly, in all material respects, the consolidated financial position of Sonae Sierra Brazil BV Sarl and its consolidated subsidiaries as of the dates indicated and the results of their operations for the periods specified; except as otherwise stated in the Registration StatementStatement and the Prospectus, such financial statements have been prepared in all material respects in conformity with International Financial Reporting Standards as issued by the Basic Prospectus International Accounting Standards Board applied on a consistent basis and otherwise have been prepared in all material respects in accordance with the financial statement requirements of Rule 3-09 under the Exchange Act. All disclosures contained in the Registration Statement and the Prospectus that regarding “non-GAAP financial measures” (as such term is not defined by the rules and regulations of the Commission), if any, comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included as requiredor incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements included or of the Company incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly as well as those financial statements, schedules and notes of any other entity included therein, comply as to form in all material respects with the requirements of Regulation S-X of the Commission and present fairly, in all material respects, the financial position and results of operations of the Company and its Subsidiaries (on a consolidated basis, or such other entities, as defined below) the case may be, as of and at the dates indicated indicated, and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries on a consolidated basis, or such other entities, as the case may be, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said such financial statements have been prepared in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” included involved except to the extent indicated in such financial statements or notes thereto; and the supporting schedules incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus 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 incorporated by reference in the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included incorporated by reference in the Registration Statement, the Basic Prospectus Disclosure Package and the Prospectus. In addition, any pro forma financial statements of the Company and its subsidiaries and the related notes thereto incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly present fairly, in all material respects respects, the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Basic Prospectus Disclosure Package and the Prospectus that is not included as requiredpresent fairly the information called for in all material respects and were prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements of the Company included or incorporated by reference in the Registration Statement 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 (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as disclosed therein. The “Financial Highlights” 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 in the Registration Statement and the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that books and records of the audited financial statements and related notes thereto contained in the Registration StatementCompany. The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included All disclosures contained in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus that regarding “non-GAAP financial measures” (as such term is not included as requireddefined by the rules and regulations of the Commission) comply with Regulation G of the the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable.

Financial Statements. The financial statements of the Guarantor included or incorporated by reference in each of the Registration Statement Statement, the Disclosure Package and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly in all material respects the financial position of the Company Guarantor and its Subsidiaries (consolidated subsidiaries, or such other entity, as defined below) the case may be, at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company Guarantor and its Subsidiaries consolidated subsidiaries, or such other entity, as the case may be, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said . Such financial statements have been prepared in conformity with United States generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as indicated therein or in the notes thereto. The “Financial Highlights” supporting schedules, if any, included in each of the Registration Statement Statement, the Disclosure Package and the Prospectus present fairlyfairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information, if any, included in all material respects, each of the Disclosure Package and the Prospectus present fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the related audited financial statements included in the Registration Statement Statement, the Disclosure Package and the Prospectus. The financial interactive data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Basic Prospectus Disclosure Package and the Prospectus fairly presents fairly the information called for in all material respects the information contained therein, and has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as requiredapplicable thereto.

Financial Statements. The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included except as otherwise stated in the Registration Statement or the Prospectus that are not included as required; Statement, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected consolidated financial data of the Company and its consolidated subsidiaries and the summary financial information of the Company and its consolidated subsidiaries included in the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The In addition, any pro forma financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that statements of the audited financial statements Company and its subsidiaries and the related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly in all material respects the financial position of the Company and its Subsidiaries (consolidated subsidiaries, or such other entity, as defined below) the case may be, at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ ' equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries, or such other entity, as the case may be, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement and the Prospectus present fairlyfairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus, in all material respectsif any, present fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The In addition, any pro forma financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that statements of the audited financial statements Company and its subsidiaries and the related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The consolidated financial statements of the Company, the Operating Partnership and their subsidiaries included or incorporated by reference in within the Registration Statement Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries (as defined below) the Operating Partnership at the dates indicated and the consolidated statement statements of operations, consolidated statement of changes in stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries the Operating Partnership for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; and said financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) ), applied on a consistent basis throughout the periods involvedinvolved (except as may be indicated in the notes thereto and subject to normal year-end adjustments in the case of any unaudited interim financial statements) and have been prepared on a consistent basis with the books and records of the Company and the Operating Partnership. The “Financial Highlights” supporting schedules included in or incorporated within the Registration Statement Disclosure Package and the Prospectus present fairly, fairly in all material respects, respects and in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated within the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in or incorporated within the Registration Statement Disclosure Package and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited pro forma financial statements and the related notes thereto contained in included or incorporated within the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus Disclosure Package and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no The statements of certain revenues and expenses of the properties acquired or proposed to be acquired, if any, included in the Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein and have been prepared, in all material respects, in accordance with the applicable financial statement requirements of Rule 3-14 of Regulation S-X under the Securities Act with respect to real estate operations acquired or to be acquired. No other historical or pro forma financial information that is statements (or schedules) are required by the Securities Act or the Exchange Act to be included in the Registration Statement, Disclosure Package or the Basic Prospectus Prospectus. All disclosures contained or incorporated within the Disclosure and the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. Any interactive data in eXtensible Business Reporting Language included or incorporated within the 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 in all material respects. The financial data set forth in the Prospectus under the caption “Ratio of Earnings to Fixed Charges and Preferred Stock Dividends” fairly present the information set forth therein on a basis consistent with that is not included as requiredof the audited financial statements contained, incorporated or deemed to be incorporated within the Disclosure Package or the Prospectus.

Financial Statements. The financial statements included statements, together with the related schedules and notes, filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus, together with Disclosure Package and the related schedules and notes, Prospectus present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement results of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included in or incorporated by reference in each of the Registration Statement Statement, the Disclosure Package and the Prospectus present fairly, fairly in all material respects, accordance with GAAP the information required to be stated therein. The selected financial data and the summary historical financial information included or incorporated by reference in each of the Preliminary Prospectus and the Prospectus present fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained or incorporated by reference in the Registration Statement. The pro forma financial information, if any, Company’s ratios of earnings to fixed charges set forth in each of the Preliminary Prospectus and the Prospectus under the captions “Ratio of Earnings to Fixed Charges” and in Exhibit 12 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Basic Prospectus Disclosure Package and the Prospectus fairly presents fairly the information called for in all material respects the information contained therein, and has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as requiredapplicable thereto.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the ProspectusProspectus comply in all material respects with applicable requirements of the Securities Act and the Exchange Act, together with the related schedules as applicable, and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (consolidated subsidiaries as defined below) at of the dates indicated shown and the consolidated statement their results of operations, consolidated statement of stockholders’ equity operations and consolidated statement of cash flows for the periods shown, and such financial statements have been prepared in conformity with U.S. GAAP applied on a consistent basis, except as otherwise noted therein and except in the case of unaudited, interim financial statements, which do not contain certain footnotes as permitted by the rules of the Commission. PricewaterhouseCoopers LLP, which has audited the financial statements of the Company included in the Registration Statement, the Pricing Disclosure Package and its Subsidiaries for the periods specified; there Prospectus, has advised the Company that it is an independent registered public accounting firm with respect to the Company within the Securities Act and the applicable rules and guidance from the Public Company Accounting Oversight Board (United States). The selected consolidated financial data incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus presents fairly in all material respects the information shown therein and such data has been compiled on a basis consistent with the financial statements presented therein and the books and records of the Company. The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. There are no financial statements that are required to be included in the Registration Statement or Statement, the Pricing Disclosure Package and the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” included in the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The consolidated annual financial statements included or incorporated by reference in the Registration Statement and the Prospectusstatements, together with the related schedules and notes, of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement statements of operations, consolidated statement of stockholderschanges in shareholders’ equity equity, comprehensive income and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; and said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) U.S. GAAP applied on a consistent basis throughout the periods involved. The “Financial Highlights” unaudited consolidated quarterly financial statements, together with the related notes, of the Company included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairlyfairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statements of operations, changes in all material respectsshareholders’ equity, comprehensive income and cash flows of the Company and its consolidated subsidiaries for the periods specified, and said financial statements have been prepared in conformity with U.S. GAAP applied on a consistent basis throughout the periods involved. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the ProspectusStatement, except as described therein. The All other financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly in all material respects the information shown thereby. All disclosures contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and General Disclosure Package or the Prospectus that regarding “non-GAAP financial measures” (as such term is not included as requireddefined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable.

Financial Statements. The financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly in all material respects the financial position of the Company and its Subsidiaries (consolidated subsidiaries, or such other entity, as defined below) the case may be, at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ ' equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries, or such other entity, as the case may be, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said . Such financial statements have been prepared in conformity with United States generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved, except as indicated therein or in the notes thereto. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement and the Prospectus present fairlyfairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information, if any, included in all material respects, the Prospectus present fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the related audited financial statements included in the Registration Statement and the Prospectus. The pro forma financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that statements of the audited financial statements Company and its subsidiaries and the related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements included or incorporated by reference of the Company, the Trust, the Underlying Properties (as defined in the Registration Statement Statement), the Memorial Underlying Properties (as defined in the Registration Statement) and the Crane County Underlying Properties (as defined in the Registration Statement) included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) at Company, the dates indicated Trust, the Underlying Properties, the Memorial Underlying Properties and the consolidated statement of operationsCrane County Underlying Properties, consolidated statement of stockholders’ equity and consolidated statement of cash flows of respectively, on the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included basis stated in the Registration Statement Statement, the General Disclosure Package or the Prospectus that are not included as required; said Prospectus, together with the related schedules (if any) and notes, at the respective dates or for the respective periods to which they apply. Such financial statements and related notes have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP applied on a consistent basis throughout the periods involved. The “Financial Highlights” included , except as disclosed therein, and the other financial information relating to the Company set forth in the Registration Statement Statement, the most recent Pre-Pricing Prospectus and the Prospectus present fairly, (and any amendment or supplement thereto) is accurately presented in all material respectsrespects and prepared on a basis consistent with such financial statements and the books and records of the Company or the Trust, as applicable. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Prospectus Summary—Summary Financial and Operating Data of the Underlying Properties,” “Pro Forma and Projected Cash Available for Distribution by the Trust—Unaudited Pro Forma Cash Available for Distribution by the Trust,” “Summary—Summary Projected Cash Distributions of the Trust,” “Pro Forma and Projected Cash Available for Distribution by the Trust—Projected Cash Distributions,” and “The Underlying Properties—Historical and Unaudited Pro Forma Combined Financial and Operating Data of the Underlying Properties” presents fairly in all material respects the information shown therein as of the date presented and have has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement Statement, the General Disclosure Package and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited pro forma financial statements and the related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus presents fairly include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements for the Company, the Trust and the Underlying Properties included in the Pre-Pricing Prospectus. The pro forma financial statements for the Company, the Trust and the Underlying Properties included in the Pre-Pricing Prospectus comply as to form in all material respects the information contained therein, has been prepared in accordance with the Commission’s applicable requirements of Regulation S-X under the Act. All “non-GAAP financial measures” (as such term is defined in the rules and guidelines with respect to pro forma financial statements and has been properly presented on regulations of the bases described thereinCommission), and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included if any, contained in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus that is not included as requiredcomply with Item 10(e) of Regulation S-K of the Commission, to the extent applicable.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement 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 (as defined below) Xxxx Business on a carve-out basis at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries Xxxx Business on a carve-out basis for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly, fairly in all material respects, respects the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statementtherein. The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly in all material respects the financial position of the Company and its Subsidiaries (consolidated subsidiaries, or such other entity, as defined below) the case may be, at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ ' equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries, or such other entity, as the case may be, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement and the Prospectus present fairlyfairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information, if any, included in all material respects, the Prospectus present fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The Any pro forma financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that statements of the audited financial statements Company and its subsidiaries and the related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The historical financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, comply as to form in all material respects with the requirements of Regulation S-X under the 1933 Act and fairly present fairly in all material respects the financial position condition, results of operations, cash flows and partners’ capital/net parent equity, as applicable, of the Company and its Subsidiaries (as defined below) Partnership, General Partner or the acquired business at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements specified and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP applied on a consistent basis throughout the periods involved. The “Financial Highlights” included in the Registration Statement and the Prospectus supporting schedules, if any, present fairly, fairly in all material respects, respects in accordance with GAAP the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statementrequired to be stated therein. The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included All disclosures contained in the Registration Statement, the Basic Prospectus and General Disclosure Package or the Prospectus that regarding “non-GAAP financial measures” (as such term is not included as requireddefined by the rules and regulations of the Commission) comply with Item 10 of Regulation S-K of the 1933 Act, to the extent applicable.

Financial Statements. The financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly in all material respects the financial position of the Company and its Subsidiaries (consolidated subsidiaries, or such other entity, as defined below) the case may be, at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ ' equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries, or such other entity, as the case may be, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement and the Prospectus present fairly, fairly in all material respects, accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The In addition, any pro forma financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that statements of the audited financial statements Company and its subsidiaries, or such other entity, as the case may be, and the related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements statements, together with the respective schedules and notes relating thereto, included or incorporated by reference in the Registration Statement Statement, the 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 (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement results of operations, consolidated statement of stockholders’ equity operations and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with United States generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as otherwise stated therein. The “Financial Highlights” selected financial data and the summary financial information included in the Registration Statement Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The Any pro forma financial information, if any, information included in the Registration Statement, the Basic Prospectus and Disclosure Package or the Prospectus presents fairly in all material respects the information contained shown therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements information and has been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no The financial statements and other pro forma financial information that is required to be data included in the Registration Statement, the Basic each Preliminary Prospectus and the Prospectus that is not included as required.comply in all material respects with the requirements of paragraph (e) of Item 10 of Regulation S-K.

Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement Statement, the Pricing Prospectus 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 (as defined below) consolidated subsidiaries, at the dates indicated indicated, and the consolidated statement of operationsincome, consolidated statement of stockholdersshareholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in each of the Pricing Prospectus and the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement Statement, the Pricing Prospectus and the Prospectus. The In addition, any pro forma financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that statements of the audited financial statements Company and its subsidiaries and the related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Pricing Prospectus and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements statements, and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Basic Pricing Prospectus and the Prospectus that is not included as requiredfairly 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. At September 30, 2005, the Partnership would have had, on the consolidated pro forma basis indicated in the Disclosure Package and the Prospectus (and any amendment or supplement thereto), a capitalization as set forth therein. The historical financial statements and schedules included or incorporated by reference in the Disclosure Package, the Prospectus and the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position condition, results of the Company operations and its Subsidiaries (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company entities purported to be shown thereby as of the dates and its Subsidiaries for the periods specified; there are no financial statements that are required indicated, comply as to be included in form with the Registration Statement or applicable accounting requirements of the Prospectus that are not included as required; said financial statements Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved (except as otherwise noted therein). The summary and selected financial data set forth under the captions “Summary Historical Consolidated and Pro Forma Financial HighlightsData” included and “Selected Consolidated Financial Data” in the Disclosure Package, the Prospectus and the Registration Statement fairly present, on the basis stated in the Disclosure Package, the Prospectus and the Prospectus present fairlyRegistration Statement, the information included therein and is accurately presented in all material respects, the information shown therein as of the date presented respects and have been compiled prepared on a basis consistent with that the audited and unaudited historical consolidated financial statements from which they have been derived. The “capsule” financial information of the audited financial statements included in Partnership for the Registration Statement and the Prospectus. The financial data year ended December 31, 2005 set forth in the Prospectus under the caption “CapitalizationSummary—Recent Developments—2005 Financial Results (Unaudited)” and the other financial information of the General Partner, the Partnership, MMP GP, and MMP, including non-GAAP financial measures, contained in the Registration Statement, the Disclosure Package and the Prospectus (and any amendment or supplement thereto) has been derived from the accounting records of the General Partner, the Partnership, MMP GP, MMP and its subsidiaries, and fairly presents the information set forth therein on a basis consistent with that of the audited purported to be shown thereby. The pro forma financial statements and the related notes thereto contained in the Disclosure Package, the Prospectus and the Registration Statement include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma information included in the Disclosure Package, the Prospectus and the Registration Statement. The pro forma financial information, if any, statements included in the Registration StatementDisclosure Package, the Basic Prospectus and the Prospectus presents fairly Registration Statement comply as to form in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules applicable accounting requirements of Regulation S-X under the Act and guidelines with respect to the pro forma financial statements and has adjustments have been properly presented on applied to the bases described therein, and the assumptions used historical amounts in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information compilation of that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as requiredinformation.

Financial Statements. The audited consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of each of the Company and its Subsidiaries Lemmerz Holding GmbH (as defined below"Lemmerz") at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” included in the Registration Statement and the Prospectus Prospectuses present fairlyfairly the consolidated financial position, in all material respects, the information shown therein as results of operations and cash flows of the date presented Company and Lemmerz, respectively, at the dates and for the periods to which they relate and have been compiled prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis, except as otherwise stated therein; the unaudited consolidated financial statements and the related notes of the Company and Lemmerz included in the Registration Statement and the Prospectuses present fairly the consolidated financial position, results of operations and cash flows of the Company and Lemmerz, respectively, at the dates and for the periods to which they relate, subject to year-end audit adjustments, and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis except as otherwise stated therein and have been prepared on a basis substantially consistent with that of the audited financial statements referred to above except as otherwise stated therein; to the best knowledge of the Company, after due inquiry, the summary and selected financial and statistical data included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” Prospectuses present fairly presents the information set forth shown therein and have been prepared and compiled on a basis consistent with that of the audited and unaudited financial statements and related notes thereto contained in the Registration Statementincluded therein, except as otherwise stated therein. The pro forma financial information, if any, statements and other pro forma financial information (including the notes thereto) included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents fairly in all material respects the information contained therein, has Prospectuses (A) have been prepared in accordance with applicable requirements of Rule 11-02 of Regulation S-X promulgated under the Commission’s rules 1933 Act and guidelines with respect to pro forma financial statements and has (B) have been properly presented computed on the bases described therein, and ; the assumptions used in the preparation thereof of the pro forma financial statements and other pro forma financial information included in the Registration Statement and the Prospectuses are reasonable and the adjustments used therein are appropriate to give effect to the transactions and or circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The historical financial statements (including the related notes) included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the ProspectusProspectus (and any amendment or supplement thereto), together other than those contained under the heading “Preliminary Financial Results for the First Quarter of 2017” referenced below, comply as to form in all material respects with the related schedules applicable requirements of Regulation S-X under the Securities Act and notes, present fairly in all material respects the financial position condition, results of the Company operations and its Subsidiaries (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company entities purported to be shown thereby on the basis stated therein at the respective dates and its Subsidiaries for the respective periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements indicated and have been prepared in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except to the extent disclosed therein. The “Financial Highlights” included in the Registration Statement summary historical and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus Pricing Disclosure Package and the Prospectus presents (and any amendment or supplement thereto) under the captions “Ratio of Earnings to Fixed Charges,” “Capitalization,” “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements from which such data has been derived. The historical financial data included in the Pricing Disclosure Package and the Prospectus under the heading “Summary—Recent Developments—Preliminary Financial Results for the First Quarter of 2017 (unaudited)” have been derived from the accounting records of the Partnership and its subsidiaries and present fairly in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma shown thereby. No other financial statements and has been properly presented on or schedules of the bases described therein, and Partnership are required by the assumptions used in Securities Act or the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required Exchange Act to be included in the Registration Statement, the Basic Prospectus and Pricing Disclosure Package or the Prospectus that is not included as requiredProspectus.

Financial Statements. The historical financial statements included or incorporated by reference in the Registration Statement 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 (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement of operations, consolidated statement of stockholdersshareholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” To the knowledge of the Company, the historical financial statements included in the Registration Statement 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 United Guaranty Corporation, a North Carolina corporation and its consolidated subsidiaries and AIG United Limited Guaranty (Asia) Limited (collectively, “United Guaranty”) at the dates indicated and the statement of operations, shareholders’ equity and cash flows of United Guaranty and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly, fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly in all material respects, respects the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement Statement, the General Disclosure Package and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included statements incorporated by reference in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus presents fairly Prospectus, including the notes thereto, have been prepared, in all material respects the information contained thereinrespects, has been prepared in accordance with the Commission’s rules and guidelines guidance set forth in Regulation S-X with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as requiredinformation.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the financial position of the Company Company, its consolidated subsidiaries and its Subsidiaries (as defined below) acquired businesses at the dates indicated and the consolidated statement of operations, consolidated statement of stockholdersshareholders’ equity and consolidated statement of cash flows of the Company Company, its consolidated subsidiaries and its Subsidiaries acquired businesses for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) 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 “Financial Highlights” supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected consolidated financial data and the summary consolidated financial information included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statementtherein. The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is Except as included therein, no other historical or pro forma financial information that is statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Basic Prospectus and General Disclosure Package or the Prospectus that is not included as requiredunder the 1933 Act or the 1933 Act Regulations.

Financial Statements. The financial statements together with related notes and schedules of the Company and its subsidiaries and of any companies, other entities or properties acquired or to be acquired by the Company, in each case included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together present fairly, or (in the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document, filed with the related schedules and notesCommission after the date as of which this representation is being made) will present fairly, present fairly in at all material respects times during the effectiveness of this Agreement, the financial position condition and the results of operations of the Company and its Subsidiaries (subsidiaries and of such companies, entities and properties, as defined below) the case may be, at the indicated dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said indicated periods. Such financial statements have been prepared in conformity accordance with United States generally accepted accounting principles in the United States (“GAAP”) of accounting, consistently applied on a consistent basis throughout the periods involved. The “Financial Highlights” , and all adjustments necessary for a fair presentation of results for such periods have been made (except to the extent that, in accordance with the 1934 Act and the rules and regulations of the Commission thereunder, certain footnotes have been omitted from the financial statements included in the Company’s Quarterly Reports on Form 10-Q incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus). The summary financial and statistical data included or incorporated by reference in the Registration Statement, the General Disclosure Package and Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in presented therein; the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited pro forma financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included or incorporated by reference in the Registration Statement, the Basic General Disclosure Package and Prospectus and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions assumption used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included All disclosures contained in the Registration Statement, the Basic Prospectus and General Disclosure Package or the Prospectus that regarding “non-GAAP financial measures” (as such term is not included as requireddefined by the 1933 Act Regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, General Disclosure Package present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) at consolidated subsidiaries and, to the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows knowledge of the Company and other than as set forth in the General Disclosure Package, Target and its Subsidiaries consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods specifiedshown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis; and the schedules included in the Registration Statement present fairly the information required to be stated therein; the assumptions used in preparing the pro forma financial statements included in the Registration Statement and the General Disclosure Package provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts; the summary and selected financial and statistical data included in the Registration Statement, the General Disclosure Package and the Final Prospectus presents fairly the information shown therein and such data has been compiled on a basis consistent with the financial statements presented therein and the books and records of the Company; the Company does 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 the Registration Statement, the General Disclosure Package and the Final Prospectus; and there are no financial statements that are required to be included in the Registration Statement Statement, the General Disclosure Package or the Final Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” included in the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together Prospectus comply in all material respects with the related schedules applicable requirements of the Securities Act and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (consolidated subsidiaries as defined below) at of the dates indicated and the consolidated statement results of operations, consolidated statement of stockholders’ equity their operations and consolidated statement of the changes in their cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involvedcovered thereby, and any supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein. The financial information under the heading “Selected Financial HighlightsData and Other Information” included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly, have been derived from the accounting records and other books and records of the Company and the subsidiaries and presents fairly in all material respects, respects the information shown therein thereby as of the date presented and have has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectustherein. The financial data set forth in the Registration Statement, General Disclosure Package and in the Prospectus under the caption heading “Capitalization” presents fairly presents in all material respects the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus that is not included as required.

Financial Statements. The consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectusstatements, together with the related schedules and notes, included or incorporated by reference in the General Disclosure Package present fairly in all material respects the consolidated financial position of the Company entities to which they relate as of and its Subsidiaries (as defined below) at the dates indicated and the consolidated statement results of operations, consolidated statement of stockholders’ equity their operations and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP applied on a consistent basis throughout the periods involved. The “Financial Highlights” included , except as may be expressly stated in the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectusrelated notes thereto. The financial data set forth in the Preliminary Prospectus Supplement under the caption captions “CapitalizationSummary Historical Consolidated Financial and Other Data of Nexstar” and “Selected Historical Financial Data” and elsewhere in the General Disclosure Package present fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration StatementGeneral Disclosure Package. The pro forma combined financial information, if any, statements of the Company and its subsidiaries and the related notes thereto included under the caption “Unaudited Pro Forma Combined Financial Data” and elsewhere in the Registration Statement, the Basic Prospectus and the Prospectus presents General Disclosure Package present fairly in all material respects the information contained therein, has have been prepared in accordance with the Commission’s rules Article 11 of Regulation S-X and guidelines with respect to pro forma financial statements and has have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the General Disclosure Package fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. There is are no other pro forma financial information statements that is are required to be included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Final Prospectus that is are not included as required.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, notes present fairly in all material respects the financial position of (a) the Company and its Subsidiaries (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved and (b) the generic pharmaceutical business of Merck KGaA acquired by the Company (“Merck Generics”) at the dates indicated and the statement of operations, stockholders’ equity and cash flows of Merck Generics and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) applied on a consistent basis throughout the periods involved, and the reconciliation of shareholders’ equity and net income to GAAP of such financial statements complies with the applicable requirements of the Commission. The “Financial Highlights” included in the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial informationsupporting schedules, if any, included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus presents present fairly in all material respects accordance with GAAP (or in the case of Merck Generics, the IFRS) the information contained required to be stated therein. The summary financial information, has other than the pro forma financial data, included in the Registration Statement, the General Disclosure Package and the Prospectus have been derived from the historical financial statements of the Company and Merck Generics incorporated by reference in the Prospectus. The pro forma financial data of the Company and its consolidated subsidiaries included in the Prospectus have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and such basis; the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included on the dates indicated in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as requiredProspectus.

Financial Statements. The financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated by reference in the Registration Statement, and any more recent financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notesStatement, present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement statements of operations, consolidated statement of changes in stockholders’ ' equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected consolidated financial and operating data and the summary consolidated financial and operating data included in the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the last audited financial statements included or incorporated by reference in the Registration Statement. The Historical Summaries of Gross Income and Direct Operating Expenses of Landsing Pacific Portfolio, 3002 Dow Business Center, 0000 Xxxxxxx Xxxxxxxxx and 000 Xxxx Xxxxxxxx Xxxxx (the "Properties") incorporated by reference into the Registration Statement and the Prospectus. The financial data set forth , together with the related notes, present fairly the results of operations of the Properties for the periods specified and have been prepared in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein conformity with GAAP applied on a consistent basis consistent with that of throughout the audited financial statements and related notes thereto contained in the Registration Statementperiods involved. The pro forma financial information, if any, included in statements of the Company and its subsidiaries and the related notes thereto incorporated by reference into the Registration Statement, the Basic Prospectus Statement and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement and the ProspectusProspectuses, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries consolidated subsidiaries (as such term, when used herein with lower case, is defined belowin Rule 1-02(x) of Regulation S-X) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ stockholder's equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no the consolidated financial statements that are required to be of Wessex Water Ltd, an English limited company ("Wessex"), included in the Registration Statement or and the Prospectus that are not included as requiredProspectuses, together with the related schedules and notes, present fairly the financial position of Wessex and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flow of Wessex and its consolidated subsidiaries for the periods specified; said and all of such financial statements have been prepared in conformity with United States generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the Prospectus summary financial information included in the Prospectuses present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, statements of the Company and the related notes thereto included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents Prospectuses present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together Prospectus comply in all material respects with the related schedules applicable requirements of the Securities Act and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (consolidated subsidiaries as defined below) at of the dates indicated and the consolidated statement results of operations, consolidated statement of stockholders’ equity their operations and consolidated statement of the changes in their cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involvedcovered thereby, and any supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein. The financial information under the heading “Selected Financial HighlightsData and Other Information” included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly, have been derived from the accounting records and other books and records of the Company and the subsidiaries and presents fairly in all material respects, respects the information shown therein thereby as of the date presented and have has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectusor incorporated by reference therein. The financial data set forth in the Registration Statement, Pricing Disclosure Package and in the Prospectus under the caption heading “Capitalization” presents fairly presents in all material respects the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to or incorporated by reference therein. There is no other pro forma financial information that is required to be included or incorporated by reference in the Registration Statement, the Basic Prospectus Pricing Disclosure Package and the Prospectus that is not included or incorporated by reference as required.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects (A) the combined financial position of the Company Initial Properties (and its Subsidiaries (as defined belowcertain related assets and liabilities) at the dates indicated and the consolidated statement combined statements of operationsincome, consolidated statement ownership interest of stockholders’ equity CWH and consolidated statement of cash flows of the Company Initial Properties (and its Subsidiaries certain related assets and liabilities) for the periods specified; there are no specified and (B) the financial statements that are required to be included in position of the Registration Statement or Company at the Prospectus that are not included as requireddates indicated; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, present fairly in all material respects the information set forth therein. The selected financial data and the summary selected financial information included in the Registration Statement and the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included All disclosures contained in the Registration Statement, the Basic General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Item 10 of Regulation S-K under the 1933 Act and the Prospectus that is not included as required1934 Act, to the extent applicable.

Financial Statements. The audited consolidated financial statements of the Partnership and its Subsidiaries included or incorporated by reference in the Prospectus and the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position position, results of the Company operations and its Subsidiaries (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company Partnership and its consolidated Subsidiaries purported to be shown thereby on the basis stated therein at the respective dates or for the respective periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements which they apply, and have been prepared in conformity accordance with generally accepted accounting principles in the United States (“GAAP”) consistently applied on a consistent basis throughout the periods involved, except to the extent disclosed therein. The “Financial Highlights” included unaudited pro forma condensed consolidated financial statements of the Partnership and its Subsidiaries and the related notes thereto incorporated by reference in the Prospectus and the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be The interactive data in eXtensbile Business Reporting Language included or incorporated by reference in the Registration Statement, the Basic Prospectus Statement and the Prospectus that is not included as requiredfairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects.

Financial Statements. The financial statements of the Combined Selling Entities-Initial Hotels, together with related schedules and notes included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (Combined Selling Entities-Initial Hotels as defined below) at of the dates indicated and the consolidated statement results of operations, consolidated statement of stockholders’ equity operations and consolidated statement of cash flows of for the Company and its Subsidiaries Combined Selling Entities-Initial Hotels for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout during the periods involved. The “Financial Highlights” financial statement schedules included in the Registration Statement and the amounts in the Prospectus under the captions "Prospectus Summary-Summary Financial Data" and "Selected Financial Information" fairly present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited No other financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof or schedules are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required by Form S-11 or otherwise to be included in the Registration Statement, the Basic Prospectus or any Preliminary Prospectus. The unaudited pro forma combined financial information (including the related notes) included in the Prospectus or any Preliminary Prospectus complies as to form in all material respects to the applicable accounting requirements of the 1933 Act and the Prospectus Rules and Regulations, and management of the Company believes that is not included as requiredthe assumptions underlying the pro forma adjustments are reasonable. Such pro forma adjustments have been properly applied to the historical amounts in the compilation of the information and such information fairly presents with respect to the Company and the Combined Selling Entities-Initial Hotels the financial position, results of operations and other information purported to be shown therein at the respective dates and for the respective periods specified.

Financial Statements. The financial statements statements, together with the related notes, included or incorporated by reference in the Registration Statement and the ProspectusPricing Disclosure Package, and the financial statements, together with the related schedules and notes, included in the Prospectus, present fairly fairly, in all material respects respects, the respective financial position positions of the Company and its Subsidiaries (consolidated subsidiaries as defined below) at of the dates indicated and the consolidated statement results of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries their operations for the periods specified; there are no financial statements that are required to be included except as otherwise stated in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus that are not included Prospectus, as required; applicable, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP applied on a consistent basis throughout basis; the periods involved. The “Financial Highlights” supporting schedules present fairly the information required to be stated therein; and the Company’s ratio of earnings to fixed charges (actual and, if any, pro forma) included in the Registration Statement Prospectus and the Pricing Disclosure Package have in each case been calculated in compliance with Item 503(d) of Regulation S-K of the Commission. The selected historical financial data and summary financial information, if any, included in each of the Pricing Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the ProspectusStatement. The financial data Except as set forth in the Pricing Disclosure Package and the Prospectus, respectively, the historical consolidated financial statements together with the notes thereto forming part of the Pricing Disclosure Package and the Prospectus comply as to form in all material respects with the requirements applicable to financial statements of the Company required to be included in registration statements on Form S-3 under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial 0000 Xxx. The statistical and market related data and forward-looking statements and related notes thereto contained in the Registration StatementPricing Disclosure Package and the Prospectus are based upon good faith estimates and assumptions believed by the Company to be reasonable at the time made. The pro forma financial information, if any, included All disclosures contained in each of the Registration Statement, the Basic Prospectus Pricing Disclosure Package and the Prospectus presents fairly in all material respects regarding “non-GAAP financial measures” (as such term is defined by the information contained therein, has been prepared in accordance with rules and regulations of the Commission’s rules ) comply with Regulation G under the 1934 Act and guidelines with respect to pro forma financial statements and Item 10 of Regulation S-K of the Commission. As used herein, “subsidiaries” has been properly presented on the bases described therein, and meaning ascribed thereto in Regulation S-X under the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required1933 Act.

Financial Statements. The Each of the historical financial -------------------- statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notesNotes, present fairly in all material respects (on a consolidated basis where so indicated) the financial position condition of the Company and its Subsidiaries entity or entities to which such financial statement purports to relate (as defined belowthe "Reported Entity") at the dates date(s) indicated and the consolidated statement of operations, consolidated operations (or income or earnings as indicated in the applicable financial statement) and cash flows and (in the case of a Reported Entity for which a statement of stockholders’ ' equity is included) stockholders' equity (and consolidated statement of cash flows partners' capital if so indicated in the applicable financial statement) of the Company and its Subsidiaries Reported Entity for the periods period(s) specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involvedinvolved (except as otherwise indicated in such financial statements). The “Financial Highlights” Any supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data and the Prospectus summary historical financial information included in the Prospectuses present fairly, in all material respects, fairly the information shown therein as and, in the case of historical financial data or information of the date presented and Company, have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents Prospectuses present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable reason able and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. The supporting schedules, if any, included in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and fairly presents the Prospectus, together with the related schedules and notes, present fairly information called for in all material respects and has been prepared in accordance with the financial position of the Company Commission’s rules and its Subsidiaries (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no guidelines applicable thereto. No other financial statements that or supporting schedules are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” included in the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in each of the Registration Statement and the Prospectus under the caption “Capitalization” present fairly presents in all material respects the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration StatementStatement and the Prospectus. The pro forma financial information, if any, included All disclosures contained in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents fairly that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply in all material respects with Regulation G under the information contained thereinExchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has been prepared participated in accordance or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on Commission as a part of the bases described therein, Registration Statement and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as requiredProspectus.

Financial Statements. The financial statements included included, or incorporated by reference reference, in the Registration Statement 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 (consolidated subsidiaries and of ASA, as defined below) applicable, at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ shareholders' equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries and of ASA, as applicable, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involvedspecified. The “Financial Highlights” included supporting schedules, if any, included, or incorporated by reference, in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The Company is subject to the reporting requirements of Section 13 of the Exchange Act and files annual reports on Form 10-K with the Commission. The documents incorporated or deemed to be incorporated by reference in the Prospectus (“Incorporated Documents”), at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Act, the Exchange Act and the Rules and Regulations and, when read together with the other information in the Prospectus, as applicable, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements statements, including the notes thereto, included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” included in the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein financial position as of the date presented dates indicated and the cash flows and results of operations for the periods specified of the Company and its Subsidiaries; except as otherwise stated in the Registration Statement and the Prospectus, said consolidated financial statements have been prepared in conformity with GAAP, applied on a consistent basis throughout the periods involved. No other financial statements or supporting schedules are required to be included in the Registration Statement and the Prospectus by the Securities Act, the Exchange Act or the Rules and Regulations. The other financial and statistical information included or incorporated by reference in the Registration Statement and the Prospectus, including the selected consolidated financial data set forth under the caption “Capitalization and Indebtedness” in the Prospectus present fairly the information included therein and have been compiled prepared on a basis consistent with that of the audited financial statements that are included or incorporated by reference in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects books and records of the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinCompany. There is no other pro forma financial information that is required to be included in has not been any reportable event (within the Registration Statement, meaning of National Instrument 51-102 – Continuous Disclosure Obligations) between the Basic Prospectus Company and the Prospectus that is not included as requiredits auditors.

Financial Statements. The financial statements included included, or incorporated by reference in the Registration Statement and the ProspectusProspectuses, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) consolidated subsidiaries and of the Lessee and of Kahlxx Xxxlty Corporation and its consolidated subsidiaries at the dates indicated and the consolidated statement statements of operations, consolidated statement of changes in stockholders’ ' equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries and of the Lessee and of Kahlxx Xxxlty Corporation and its consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The financial and operating information included in the Prospectus Prospectuses present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the last audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained or incorporated by reference in the Registration Statement. The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents Prospectuses present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, except for information as to cash available for distribution, present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ ' equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required . Except for information as to be included in the Registration Statement or the Prospectus that are not included as required; cash available for distribution, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included or incorporated by reference in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected financial data, the summary financial information and capitalization information included or incorporated by reference in the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the ProspectusStatement, except for normal year-end adjustments. The financial data set forth in the Prospectus under the caption “Capitalization” information presented as cash available for distribution fairly presents the Company's cash available for distribution, and is based on information set forth therein derived from the Company's accounting records on a basis consistent with that the description of the audited financial statements calculation of cash available for distribution as set forth in the applicable footnote. In addition, any pro forma information of the Company and its subsidiaries and the related notes thereto contained included or incorporated by reference in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements information and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements of the Company -------------------- and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the ProspectusProspectuses, together with the related schedules and notes, present fairly fairly, in all material respects respects, the financial position of the Company and its Subsidiaries (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement of operationsincome, consolidated statement of stockholders’ changes in stockholder's equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involvedinvolved (except as may be indicated in the notes thereto). The “Financial Highlights” selected financial data and the summary financial information included in the Registration Statement and the Prospectus Prospectuses present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements of the Company and its consolidated subsidiaries included in the Registration Statement. To the best of the Company's knowledge, the financial statements of GENSAR and its consolidated subsidiaries included in the Registration Statement and the Prospectus. The Prospectuses, together with the related notes, present fairly, in all material respects, the financial data set forth position of GENSAR and its consolidated subsidiaries at the dates indicated and the statement of operations, shareholders' equity (deficiency) and cash flows of GENSAR and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statementthereto). The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents fairly Prospectuses present fairly, in all material respects respects, the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ ' equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved, except as may be noted therein. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement present fairly in all material respects in accordance with GAAP, except as may be noted therein, the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly, fairly in all material respects, respects the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, information and the related notes thereto included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement 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 (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved; provided, however, that those financial statements that are unaudited are subject to year-end adjustments and do not contain all footnotes that may be required under GAAP for annual financial statements. The “Financial Highlights” 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 in the Registration Statement and the Prospectus present fairly, fairly in all material respects, respects the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included All disclosures contained in the Registration Statement, the Basic Prospectus and General Disclosure Package or the Prospectus that regarding “non-GAAP financial measures” (as such term is not included as requireddefined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable.

Financial Statements. The consolidated financial statements included or incorporated of the Company and the financial statements of each entity acquired by reference in the Company (each, an “Acquired Entity”), including the schedules and notes thereto, filed as part of the Registration Statement and those included in the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the financial position of the Company Company, and its Subsidiaries (consolidated subsidiaries and each Acquired Entity as defined below) at of the dates date indicated and the consolidated statement results of its operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company Company, and its Subsidiaries consolidated subsidiaries and each Acquired Entity for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout and comply with the periods involvedrequirements of Regulation S-X promulgated by the Commission. Deloitte & Touche LLP, whose report is filed with the Commission as a part of the Registration Statement, are, with respect to the Company and its subsidiaries, an independent registered public accounting firm within the meaning of the Securities Act and the Regulations and has been registered with the Public Company Accounting Oversight Board. The “Financial Highlights” selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included All disclosures contained in the Registration StatementStatement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the Basic Prospectus rules and regulations of the Prospectus that is not included as requiredCommission) comply with Regulation G of the Securities Exchange Act of 1934 (the “Exchange Act”) and Item 10 of Regulation S-K of the Securities Act, to the extent applicable.

Financial Statements. The financial statements included or incorporated by reference in the -------------------- Registration Statement and the ProspectusProspectuses, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ ' equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules included in the Registration Statement and present fairly in accordance with GAAP the Prospectus information required to be stated therein. The summary financial information included in the Prospectuses present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the ProspectusStatement. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to consolidated financial statements and have been properly compiled on the bases described therein. The pro forma financial data included in the Registration Statement and the Prospectuses present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements of the Company, CBS Corporation and Infinity Broadcasting Corporation included or incorporated by reference in the Registration Statement and the ProspectusOffering Memorandum, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) at the dates indicated indicated, and the consolidated statement of operations, consolidated statement of stockholders’ ' equity and consolidated statement of cash flows of the Company Company, CBS Corporation and its Subsidiaries Infinity Broadcasting Corporation for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement Offering Memorandum present fairly in accordance with GAAP the information required to be stated therein. The capitalization table, the summary financial data for the Company, the summary historical financial data for CBS Corporation, the summary unaudited pro forma combined financial data and the Prospectus ratio of earnings to fixed charges included in the Offering Memorandum present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement Offering Memorandum. In addition, any pro forma financial statements of the Company, CBS Corporation, Infinity Broadcasting Corporation and their subsidiaries and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents Offering Memorandum present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement 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 (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement of operations, consolidated statement of stockholdersshareholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited pro forma financial statements and the related notes thereto contained in and the Registration Statement. The other pro forma and as adjusted financial information, if any, information included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has pro forma financial information and have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma All financial information that is statements required to be included in the Registration Statement, the Basic Prospectus and General Disclosure Package or the Prospectus that regarding “non-GAAP financial measures” (as such term is not included as requireddefined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable.

Financial Statements. The financial statements together with related notes and schedules of the Company and its subsidiaries and of any companies, other entities or properties acquired or to be acquired by the Company, in each case included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together present fairly, or (in the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document, filed with the related schedules and notesCommission after the date as of which this representation is being made) will present fairly, present fairly in at all material respects times during the effectiveness of this Agreement, the financial position condition and the results of operations of the Company and its Subsidiaries (subsidiaries and of such companies, entities and properties, as defined below) the case may be, at the indicated dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said indicated periods. Such financial statements have been prepared in conformity accordance with United States generally accepted accounting principles in the United States (“GAAP”) of accounting, consistently applied on a consistent basis throughout the periods involved. The “Financial Highlights” , and all adjustments necessary for a fair presentation of results for such periods have been made (except to the extent that, in accordance with the 1934 Act and the rules and regulations of the Commission thereunder, certain footnotes have been omitted from the financial statements included in the Quarterly Reports on Form 10-Q of the Company, incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus). The summary financial and statistical data included or incorporated by reference in the Registration Statement, the General Disclosure Package and Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in presented therein; the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited pro forma financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included or incorporated by reference in the Registration Statement, the Basic General Disclosure Package and Prospectus and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions assumption used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included All disclosures contained in the Registration Statement, the Basic Prospectus and General Disclosure Package or the Prospectus that regarding “non-GAAP financial measures” (as such term is not included as requireddefined by the 1933 Act Regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects (1) the financial position of the Company and its Subsidiaries (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company for the periods specified and (2) the financial position of ICG LLC, and its Subsidiaries consolidated subsidiaries at the dates indicated and the statement of operations, changes in members’ equity and cash flows of ICG LLC and its consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” 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 in the Registration Statement and the Prospectus present fairly, fairly in all material respects, respects the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no No other pro forma financial information that is statements or schedules of the Company, ICG LP or any of their subsidiaries are required by the 1933 Act or the 1933 Act Regulations to be included in the Registration Statement, the Basic Prospectus and General Disclosure Package or the Prospectus that is not included as requiredProspectus.

Financial Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries and of Elizabethtown, each of which are included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together Prospectus comply in all material respects with the related schedules applicable requirements of the Securities Act and notesthe Exchange Act, as applicable, and present fairly in all material respects the financial position of the Company and its Subsidiaries consolidated subsidiaries or of Elizabethtown (as defined belowapplicable) at as of the dates indicated and the consolidated statement results of operations, consolidated statement of stockholders’ equity their respective operations and consolidated statement of the changes in their respective cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” covered thereby, and any supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries or of Elizabethtown and presents fairly the information shown thereby. The pro forma financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries, after giving effect to the acquisition of Elizabethtown, included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance conformity with GAAP and the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other The pro forma financial information that is required to be included statements present fairly in all material respects the Registration Statement, financial position of the Basic Prospectus Company and its consolidated subsidiaries as of the dates indicated and the Prospectus that is not included as requiredresults of their operations and the changes in their cash flows for the periods specified.

Financial Statements. The financial statements included or incorporated by reference in the -------------------- Registration Statement and the ProspectusProspectuses, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ ' equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the Prospectus summary financial information included in the Prospectuses present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the ProspectusStatement. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to combined financial statements and have been properly compiled on the bases described therein. The pro forma financial data included in the Registration Statement and the Prospectuses present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Selected Condensed Consolidated Financial HighlightsData of Ares Capital” included in the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The historical financial statements (including the related notes and supporting schedules) contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus (i) comply in all material respects with the applicable requirements under the Securities Act and the Exchange Act (except that certain supporting schedules are omitted), (ii) present fairly in all material respects the financial position, results of operations and cash flows of the entities purported to be shown thereby on the basis stated therein at the respective dates or for the respective periods, and (iii) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) consistently applied throughout the periods involved, except to the extent disclosed therein. The other financial information of the Spectra Parties and their subsidiaries, including non-GAAP financial measures, if any, contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Spectra Parties and their subsidiaries, and fairly presents the information purported to be shown thereby. Nothing has come to the attention of any of the Spectra Entities that has caused them to believe that the statistical and market-related data included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules Prospectus is not based on or derived from sources that are reliable and notes, present fairly accurate in all material respects the financial position of the Company and its Subsidiaries (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there respects. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement or and the Prospectus General Disclosure Package that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” included interactive data in the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Basic Prospectus Pricing Disclosure Package and the Prospectus fairly presents fairly the information called for in all material respects the information contained therein, and has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as requiredapplicable thereto.

Financial Statements. The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ ' equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included except as otherwise stated in the Registration Statement or the Prospectus that are not included as required; Statement, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected consolidated financial data of the Company and its consolidated subsidiaries and the summary financial information of the Company and its consolidated subsidiaries included in the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The In addition, any pro forma financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that statements of the audited financial statements Company and its subsidiaries and the related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement Offering Statement, the Preliminary Offering Circular, the Offering Circular and the ProspectusGeneral Disclosure Package, together with the related schedules and notes, comply with the applicable requirements of the 1933 Act and the 1933 Act Regulations, and present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement statements of operationsincome, consolidated statement of comprehensive income, stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement Offering Statement, the Preliminary Offering Circular, the Offering Circular and the Prospectus General Disclosure Package present fairly, fairly in all material respectsrespects in accordance with GAAP the information required to be stated therein. The selected financial data, the summary financial information and the capitalization information included in the Offering Statement, the Preliminary Offering Circular, the Offering Circular and the General Disclosure Package present fairly in all material respects the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Offering Statement, the Basic Prospectus Preliminary Offering Circular, the Offering Circular and the Prospectus presents fairly in all material respects General Disclosure Package and the information contained therein, has been prepared in accordance with books and records of the Commission’s rules and guidelines with respect to pro forma Company. No other financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof or supporting schedules are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Offering Statement, the Basic Prospectus and Preliminary Offering Circular, the Prospectus that is not included as requiredOffering Circular or the General Disclosure Package.

Financial Statements. The audited consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) at the dates indicated Subsidiaries, together with related notes and schedules, and the unaudited consolidated statement financial statements of operationsthe Company and its Subsidiaries, consolidated statement together with any related notes and schedules (the "Unaudited Financial Statements"), as included in any Preliminary Prospectus, the Prospectus and the Registration Statement (collectively, the "Company Financial Statements"), present fairly the financial position, the results of stockholders’ equity operations and consolidated statement of changes in cash flows of the Company and its Subsidiaries Subsidiaries, on a consolidated basis, at the indicated dates and for the indicated periods specified; there are no financial statements that are required to be included in and comply with the Registration Statement or requirements of the Prospectus that are not included as required; said financial statements Securities Act and the Rules and Regulations thereunder. The Company Financial Statements have been prepared in conformity accordance with generally accepted accounting principles in the United States (“GAAP”) principles, consistently applied on a consistent basis throughout the periods involved, and all adjustments necessary for a fair presentation of the results for such periods have been made, none of which, individually or in the aggregate, will be material. The “Financial Highlights” financial statement schedules and the summary, selected and statistical financial information and data, and related notes thereto, included in any Preliminary Prospectus, the Prospectus and the Registration Statement and the Prospectus present fairly, in all material respects, fairly the information and data shown therein as of the date presented and therein, have been compiled on a basis consistent with that the Company Financial Statements included therein and comply with the requirements of the audited financial statements included in the Registration Statement Securities Act and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements Rules and related notes thereto contained in the Registration StatementRegulations thereunder. The pro forma financial information, if any, information included in the Registration Statementany Preliminary Prospectus, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, Registration Statement has been prepared in accordance with the Commission’s rules Rules and guidelines with respect Regulations relating to pro forma financial statements and information, has been properly presented compiled on the pro forma bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and or circumstances referred to therein. There is no No other pro forma financial information that is statements or schedules are required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company (and, for relevant periods consistent with the Commission's rules and its regulations, the Company's Subsidiaries (as defined in clause (vii) below)) at the dates indicated and the consolidated statement statements of operations, consolidated statement of stockholders’ shareholders' equity and consolidated statement of cash flows of the Company (and, for relevant periods consistent with the Commission's rules and its Subsidiaries regulations, each of the Subsidiaries) for the periods specified; there are no financial statements that are required to be included except as otherwise stated in the Registration Statement or the Prospectus that are not included as required; Statement, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly, fairly in all material respects, accordance with GAAP the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents present fairly in all material respects accordance with GAAP the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no No other pro forma financial information that is statements or schedules are required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement 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 (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement Statement, the General Disclosure Package or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Selected Condensed Consolidated Financial HighlightsData of Ares Capital” included in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement Statement, the General Disclosure Package and the Prospectus. The financial data set forth in the General Disclosure Package and in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus that is not included as required.

Financial Statements. The financial statements for each of the Company and Torrington included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules schedule and notesnotes thereto, present fairly fairly, in all material respects respects, the financial position of each of the Company and its Subsidiaries (as defined below) Torrington and their respective consolidated subsidiaries at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ ' equity and consolidated statement of cash flows of each of the Company and its Subsidiaries Torrington and their respective consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involvedinvolved subject, in the case of the unaudited interim financial statements, to normal year-end adjustments that have not been made and are not expected to be material in amount. The “Financial Highlights” supporting schedule included in the Registration Statement presents fairly, in all material respects, in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly, in all material respects, in accordance with GAAP the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, except that with respect to the presentation of EBITDA as disclosed therein, such measure is not presented in accordance with GAAP. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectusof Pepco, together with the related schedules and notes, included in the Offering Memorandum (A) in the case of the balance sheets, present fairly in all material respects the financial position of the Company Pepco and its Subsidiaries (consolidated subsidiaries, including the Company, as defined below) at of the dates indicated indicated, and (B) in the consolidated case of the statement of operations, consolidated statement of stockholders’ ' equity and consolidated statement of cash flows of the Company flows, present fairly such information for Pepco and its Subsidiaries consolidated subsidiaries, including the Company, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved, except as otherwise stated therein. The “Financial Highlights” financial statements of Conectiv, together with the related schedules and notes, included in the Registration Statement Offering Memorandum (A) in the case of the balance sheets, present fairly the financial position of Conectiv and its consolidated subsidiaries as of the Prospectus dates indicated, and (B) in the case of the statement of operations, stockholders' equity and cash flows, present fairlyfairly such information for Conectiv and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, except as otherwise stated therein. The selected financial data included in all material respects, the Offering Memorandum present fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration StatementOffering Memorandum. The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus and the Prospectus presents Offering Memorandum present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.(v)

Financial Statements. The financial statements of the Company -------------------- and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the ProspectusProspectuses, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly in all material respects the financial position of the Company and its Subsidiaries (consolidated subsidiaries, or such other entity, as defined below) the case may be, at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ shareholders' equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries, or such other entity, as the case may be, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involvedinvolved except as disclosed therein, except that financial statements of T&N plc ("T&N") have been prepared in conformity with U.K. GAAP applied on a consistent basis throughout the periods involved except as disclosed therein. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement present fairly in accordance with GAAP, or U.K. GAAP with respect to T&N supporting schedules, the information required to be stated therein. The selected financial data and the Prospectus summary financial information included in the Prospectuses present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration StatementProspectuses. The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents Prospectuses present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements of the Company included in any report or filing under the 1934 Act incorporated by reference in into the Registration Statement Statement, the Time of Sale Prospectus and the Base Prospectus, in each case as amended or supplemented, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included in the Registration Statement, the Time of Sale Prospectus and the Base Prospectus, in each case as amended or supplemented, present fairly in all material respects the financial position of the Company and its Subsidiaries (Company, or such other entity, as defined below) the case may be, at the dates indicated indicated, to the extent required under the 1934 Act, and the consolidated statement statements of operationsincome, consolidated statement of stockholders’ equity stockholder’s interest and consolidated statement of cash flows of the Company and its Subsidiaries Company, or such other entity, as the case may be, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus present fairlyBase Prospectus, in all material respectseach case as amended or supplemented, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data, the summary financial information and the condensed financial information, if any, included in the Registration Statement, the Time of Sale Prospectus and the Base Prospectus, in each case as amended or supplemented, present fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement Statement, the Time of Sale Prospectus and the Base Prospectus, in each case as amended or supplemented. The Any pro forma financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that statements of the audited financial statements Company and the related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Time of Sale Prospectus and the Prospectus presents Base Prospectus, in each case as amended or supplemented, present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The consolidated financial statements included or of the Company incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly as well as those financial statements, schedules and notes of any other entity included therein, comply as to form in all material respects with the requirements of Regulation S-X of the Commission and present fairly, in all material respects, the financial position and results of operations of the Company and its Subsidiaries (on a consolidated basis, or such other entities, as defined below) the case may be, as of and at the dates indicated indicated, and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries on a consolidated basis, or such other entities, as the case may be, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said such financial statements have been prepared in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” included involved except to the extent indicated in such financial statements or notes thereto; and the supporting schedules incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus 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 Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included incorporated by reference in the Registration Statement, the Basic Prospectus Disclosure Package and the Prospectus. In addition, any pro forma financial statements of the Company and its subsidiaries and the related notes thereto incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly present fairly, in all material respects respects, the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Basic Prospectus Disclosure Package and the Prospectus that is not included as requiredpresent fairly the information called for in all material respects and were prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement 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 Company, its Subsidiaries (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as otherwise set forth in the financial statements. The “Financial Highlights” financial statements of the businesses or entities acquired by the Company included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, or incorporated by reference therein, together with any related schedules and notes, present fairly in all material respects the financial position of such business or entities, their consolidated subsidiaries, if any, at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the such businesses or entities for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, except as set forth in the financial statements. The supporting schedules included in the Registration Statement, 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 in the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements of BIP included or incorporated by reference in the Registration Statement Disclosure Package and the Prospectus, together with the related schedules schedules, if any, and notes, present fairly in all material respects the assets and liabilities, financial position position, results of the Company operations and its Subsidiaries (as defined below) cash flows at the dates and for the periods indicated and the consolidated statement related statements of operations, consolidated statement of stockholders’ equity other comprehensive income, accumulated other comprehensive income, partnership capital and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said . Said financial statements have been prepared in conformity with generally accepted accounting principles in the United States International Financial Reporting Standards (“GAAPIFRS”) as issued by the International Accounting Standards Board applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, present fairly in accordance with IFRS the information required to be stated therein. The selected consolidated financial data, the summary consolidated financial data and all operating data included or incorporated by reference in the Registration Statement Disclosure Package and the Prospectus Prospectus, or otherwise deemed to be a part thereof or included therein, present fairly, in all material respects, fairly the information shown therein as of and the date presented selected consolidated financial data and the summary consolidated financial data have been compiled on a basis consistent with that of the audited consolidated financial statements included or incorporated by reference in the Registration Statement Disclosure Package and the Prospectus. The financial data There have been no changes in the assets or liabilities of BIP from the position thereof as set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited consolidated financial statements and related notes thereto contained included or incorporated by reference in the Registration Statement. The pro forma financial informationDisclosure Package and the Prospectus, if anyor otherwise deemed to be a part thereof or included therein, included except changes arising from transactions in the Registration Statementordinary course of business which, in the Basic Prospectus aggregate, have not been material to BIP and except for changes that are disclosed in the Disclosure Package and the Prospectus presents fairly in all material respects the information contained therein, has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as requiredProspectus.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement 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 (consolidated subsidiaries and Albertsons and its consolidated subsidiaries, as defined below) applicable, at the dates indicated and the consolidated statement of operationsearnings, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries and Albertsons and its consolidated subsidiaries, as applicable, for the periods specified; there are no financial statements that are required to be included specified in the Registration Statement or the Prospectus that are not included as requiredconformity with United States generally accepted accounting principles (“GAAP”); said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP applied on a consistent basis throughout the periods involved. The “Financial Highlights” 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 in the Registration Statement and the Prospectus present fairly, in all material respectsconformity with GAAP, the information shown therein as of the date presented and have been compiled on a basis consistent in all material respects with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, statements of the Company and its subsidiaries and the related notes thereto included in the Registration Statement, the Basic Prospectus General Disclosure Package and the Prospectus presents fairly present fairly, in all material respects conformity with GAAP, the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (as defined below) consolidated subsidiaries at the dates indicated and the consolidated statement of operations, consolidated statement of stockholdersshareholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries consolidated subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement and the Prospectus present fairly, fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly in all material respects, respects the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The In addition, any pro forma financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that statements of the audited financial statements Company and its subsidiaries and the related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents fairly in all material respects the information contained therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements statements. The financial information included under the captions “Summary Historical Consolidated Financial and Operating Data” and under the line item and column “As Adjusted” under “Capitalization,” respectively, in the Prospectus presents fairly the information shown therein, and has been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma therein and any as adjusted columns therein reflect the proper application of those adjustments to the corresponding historical financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as requiredstatement amounts.

Financial Statements. The financial statements included or incorporated by reference in statements, including the notes thereto and the supporting schedules, if any, filed with the Commission as a part of the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries (subsidiaries as defined below) at of the dates indicated and the consolidated statement results of their operations, consolidated statement of changes in stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no . Such financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements statements, and supporting schedules, if any, have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The “Financial Highlights” interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement and the Prospectus present fairly, in all material respectsStatement, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and Pricing Disclosure Package or the Prospectus. The financial data set forth in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “CapitalizationDescription of Capital Stock” fairly presents present the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus Pricing Disclosure Package and the Prospectus presents fairly in all material respects the information contained thereinProspectus. The statistical, has been prepared in accordance with the Commission’s rules industry-related and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be market-related data included or incorporated by reference in the Registration Statement, the Basic Prospectus Pricing Disclosure Package and the Prospectus that is not included were obtained or derived from sources which the Company reasonably and in good faith believes are reliable and accurate, such data agree with the sources from which they are derived, and the Company has obtained the written consent to the use of such data from such sources to the extent required. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as requireda part of the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Financial Statements. (a) Schedule 3.4(a) contains true and complete copies of the Bank’s (i) audited statements of financial condition and related statements of income, changes in shareholders’ equity and cash flows, as of and for the years ended December 31, 2005 and 2004, accompanied by the report thereon of Xxxxxx & Xxxxxxx Company, P.C. (the “Annual Financial Statements”), and (ii) unaudited statement of financial condition and related statement of income as of March 31, 2006 (the “Interim Financial Statements”). The financial statements included or incorporated Bank has also made available to Parent true and complete copies of all Consolidated Reports of Condition and Income filed by reference in the Registration Statement Bank with bank regulatory authorities as of and for each period during the Prospectusthree years ended December 31, together with 2005 (the related schedules “Call Reports”). The Annual Financial Statements, Interim Financial Statements and notes, Call Reports are collectively referred to herein as the “Bank Financial Statements”. The Annual Financial Statements fairly present fairly in all material respects the financial position of the Company Bank and the results of its Subsidiaries (as defined below) operations at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements have been prepared indicated therein in conformity with United States generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout consistently during the periods involvedcovered thereby. The “Interim Financial Highlights” included in Statements fairly present the Registration Statement financial position of the Bank and the Prospectus present fairlyresults of its operations at the dates and for the periods indicated in conformity with GAAP consistently applied during the periods covered thereby, in all material respectsexcept that the Interim Financial Statements are subject to normal year-end adjustments required by GAAP. As of their respective dates, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly in all material respects the information contained therein, has been prepared in accordance Call Reports complied with the Commission’s rules and guidelines with respect regulations of Applicable Banking Authorities and did not contain any untrue statement of a material fact or omit to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is state any material fact required to be included stated therein or necessary to make the statements therein, in light of the Registration Statementcircumstances under which they were made, the Basic Prospectus and the Prospectus that is not included as requiredmisleading.

Financial Statements. The historical financial statements -------------------- included or incorporated by reference in the 1998 Registration Statement and the Prospectus(as defined below), together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company Brylane and its Subsidiaries subsidiaries and Brylane, L.P., a Delaware limited partnership (as defined belowthe "Partnership") at the dates indicated and the consolidated statement results of their operations, consolidated statement of stockholders’ ' equity and consolidated statement of cash flows of the Company and its Subsidiaries flow for the periods specified; there are no financial statements that are required to be included , except as otherwise stated in the 1998 Registration Statement or the Prospectus that are not included (as requireddefined below); all said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules to the historical financial statements included in the 1998 Registration Statement present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the Prospectus summary financial information included in the 1998 Registration Statement present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the 1998 Registration Statement. The pro forma financial information, if any, statements and other pro forma financial information and the related notes thereto included in the 1998 Registration Statement, the Basic Prospectus and the Prospectus presents Statement present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s SEC's rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and and, in the opinion of Brylane, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included , except as otherwise stated in the 1998 Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. The To the extent required by Regulation S-X promulgated under the Exchange Act (“Regulation S-X”), the consolidated financial statements included or incorporated of the Company and the financial statements of each entity acquired by reference in the Company (each an “Acquired Entity”), including the schedules and notes thereto, filed as part of the Registration Statement and included in the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its Subsidiaries (consolidated subsidiaries and each Acquired Entity, as defined below) at applicable, as of the dates date indicated and the consolidated statement results of its operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company Company, its consolidated subsidiaries and its Subsidiaries each Acquired Entity, as applicable, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as requiredindicated; said financial statements (i) have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, and all adjustments necessary and in accordance with GAAP for a fair presentation of results for such periods have been made and (ii) comply with the requirements of Regulation S-X. Deloitte & Touche, whose report is filed with the Commission as a part of the Registration Statement, is, with respect to the Company and its subsidiaries, an independent registered public accounting firm within the meaning of the Securities Act and the Regulations and has been registered with the Public Company Accounting Oversight Board. The “Financial Highlights” selected financial data and the summary financial and statistical information included in the Registration Statement and the Prospectus present fairly, in all material respects, fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that books and records of the audited financial statements and related notes thereto contained in the Registration StatementCompany. The pro forma financial information, if any, statements and the related notes thereto included in the Registration Statement, the Basic Prospectus Statement and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial information that is measures” (as defined by the rules and regulations of the Commission) comply with Regulation G, promulgated under the Exchange Act, and Item 10 of Regulation S-K, promulgated under the Securities Act, to the extent applicable. No additional financial statements are required to be included in the Registration Statement, Statement or the Basic Prospectus and the Prospectus that is not included as requiredProspectus.

Financial Statements. The financial statements of the Company included in any report or filing under the 1934 Act incorporated by reference into the Registration Statement, and the Prospectus, together with the related schedules, the Annuity Contract and Certificates, as well as those financial statements and schedules of any other entity included in the Registration Statement 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 (Company, or such other entity, as defined below) the case may be, at the dates indicated indicated, to the extent required under the 1934 Act, and the consolidated statement statements of operationsincome, consolidated statement of stockholders’ equity stockholder’s interest and consolidated statement of cash flows of the Company and its Subsidiaries Company, or such other entity, as the case may be, for the periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” supporting schedules, if any, included in the Registration Statement and the Prospectus present fairlyfairly in accordance with GAAP the information required to be stated therein. The selected financial data, the summary financial information and the condensed financial information, if any, included in all material respects, the Registration Statement and the Prospectus present fairly the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The Any pro forma financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that statements of the audited financial statements Company and the related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents present fairly in all material respects the information contained shown therein, has have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as required.

Financial Statements. As of March 30, 2013, the Partnership would have had, on the consolidated, as adjusted, basis indicated in the Disclosure Package and the Final Prospectus, a capitalization as set forth therein. The historical financial statements included (including the related notes and supporting schedules) contained or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Final Prospectus, together with the related schedules notes (and notesany amendment or supplement thereto), comply as to form in all material respects with the requirements of Regulation S-X under the 1933 Act and present fairly in all material respects the financial position position, results of the Company operations and its Subsidiaries (as defined below) at the dates indicated and the consolidated statement of operations, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries entities purported to be shown thereby on the basis stated therein at the respective dates or for the respective periods specified; there are no financial statements that are required to be included in the Registration Statement or the Prospectus that are not included as required; said financial statements which they apply and have been prepared in conformity accordance with generally accepted accounting principles in the United States (“GAAP”) consistently applied on a consistent basis throughout the periods involved, except to the extent disclosed therein. The “Financial Highlights” included in the Registration Statement and the Prospectus present fairly, in all material respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited selected financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus Disclosure Package and the Final Prospectus (and any amendment or supplement thereto) is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements and pro forma financial statements, as applicable, from which it has been derived. The other financial information of the General Partner and the Partnership and its subsidiaries, including non-GAAP financial measures, if any, contained in or incorporated by reference into the Registration Statement, the Disclosure Package and the Final Prospectus has been derived from the accounting records of the General Partner, the Partnership and its subsidiaries, and fairly presents the information purported to be shown thereby. There are no financial statements (historical or pro forma) that are required to be contained or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus that are not contained or incorporated by reference as required. The pro forma financial information included in or incorporated by reference into the Registration Statement, the Disclosure Package and the Final Prospectus includes assumptions that provide a reasonable basis for presenting in all material respects the significant effects directly attributable to the transactions and events described therein and the related pro forma adjustments give appropriate effect in all material respects to those assumptions. The pro forma financial statements included in or incorporated by reference into the Registration Statement, the Disclosure Package and the Final Prospectus comply as to form in all material respects with the applicable accounting requirements of Regulation S-X and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus fairly presents in all material respects the information contained therein, and has been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and has been properly presented on the bases described therein, and the assumptions used applicable thereto in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. There is no other pro forma financial information that is required to be included in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as requiredall material respects.

Financial Statements. The Bancard has delivered its unaudited financial statements included or incorporated by reference for the year ended December 31, 1996 and for the seven-month period ended July 31, 1997, and will deliver promptly unaudited interim financial statements for each month and quarter subsequent thereto if prepared prior to the Closing Date. Each of the balance sheets provided to PMT (including any related notes and schedules) fairly presents in all materials respects the Registration Statement financial position of Bancard as of its date and each of the Prospectusstatements of income, together with the retained earnings and cash flows provided to PMT (including any related schedules notes and notes, present schedules) fairly presents in all material respects the financial position of the Company and its Subsidiaries (as defined below) at the dates indicated and the consolidated statement results of operations, consolidated statement of stockholders’ equity and consolidated statement of retained earnings or cash flows of the Company and its Subsidiaries Bancard for the periods specified; there are no financial statements that are required to be included set forth therein (subject, in the Registration Statement case of unaudited statements, to the omission of footnotes and to normal year end audit adjustments which would not be material in amount or effect) in each case in accordance with sound accounting principles consistently applied during the Prospectus that are not included periods involved, except as required; said may be noted therein. Such financial statements have been prepared in conformity with generally accepted accounting principles in from the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial Highlights” included in the Registration Statement books and the Prospectus present fairly, in all material respects, the information shown therein as records of the date presented Bancard which accurately and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial data set forth in the Prospectus under the caption “Capitalization” fairly presents the information set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration Statement. The pro forma financial information, if any, included in the Registration Statement, the Basic Prospectus and the Prospectus presents fairly reflect in all material respects the information contained thereintransactions and dispositions of the assets of Bancard. As of July 31, has been prepared in accordance with 1997, or any subsequent date for which a balance sheet is provided, to the Commission’s rules and guidelines with respect knowledge of Bancard, Bancard did not have material liabilities, contingent or otherwise, whether due or to pro forma financial statements and has been properly presented become due, other than as indicated on the bases described therein, and balance sheet of such date or the assumptions used notes thereto except for those incurred in the preparation thereof are reasonable ordinary course of business since the date of such balance sheet. Bancard has adequately funded all accrued employee benefit costs and the adjustments used therein are appropriate to give effect such funding (to the transactions and circumstances referred to therein. There date thereof) is no other pro forma financial information that is required to be included reflected in the Registration Statement, the Basic Prospectus and the Prospectus that is not included as requiredmost recent balance sheet provided to PMT.