Common use of Financial Statements Clause in Contracts

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, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting 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 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and supporting schedules of the Company included inand the financial statements of each entity acquired by the Company (each, or incorporated by reference intoan “Acquired Entity”) including the schedules and notes thereto, which have been filed as part of the Registration Statement and those included in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the financial position of the Company and Company, its consolidated subsidiaries and each such Acquired Entity, as applicable, as of the dates date indicated and the results of their operations its operations, stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries and each such Acquired Entity, as applicable, for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, 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; basis or, if such entity is a foreign entity, such other accounting principles applicable to such foreign entity, (except as may be expressly stated in the related notes thereto) and comply with the requirements of Regulation S-X promulgated by the Commission. KPMG LLP, whose report is filed with the Commission as a part of the Registration Statement, is, with respect to the Company and its subsidiaries, an independent accountant as required by the Securities Act and the supporting schedules, if any, included in, or incorporated by reference into, Regulations and have been registered with the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated thereinPublic Company Accounting Oversight Board. The selected financial data and the summary financial information of the Company included in, or incorporated by reference into, the Registration Statement and in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, fairly 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, in the Registration Statement Statement. The pro forma financial statements and the Prospectus. The statements of certain revenues and expenses of the properties acquired or proposed to be acquired by the Company, if any, related notes thereto included in, or incorporated by reference into, in 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 set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis bases described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. 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 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 Statement 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 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 (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 or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply with Regulation G under of the Securities Exchange Act of 1934 (the “Exchange Act”) and Item 10 of Regulation S-K under of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and supporting schedules filed with the Commission as a part of the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement and the Time of Sale 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, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting schedules, if any, included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly in all material respects the information consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations, changes in equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (the “IASB”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements are required to be stated thereinincluded in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The selected financial data and the summary financial information set forth in each of the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement Time of Sale Prospectus and the Prospectus (in each case, other than any pro forma financial information under the captions “Prospectus Supplement Summary—Summary Consolidated Financial and projections) Other Data,” “Selected Consolidated Financial and Other Data” and “Capitalization” fairly present fairly, in all material respects, respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements of contained in the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement Time of Sale Prospectus 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 Statement, any preliminary prospectus, the Prospectus regarding “and any free writing prospectus that constitute non-GAAP financial measures” measures (as such term is defined by the rules and regulations of under the Commission), if any, Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent as applicable. The interactive 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 in eXtensible Business Reporting Language included or incorporated by reference in filed with the Commission as a part of the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretoProspectus.

Financial Statements. The consolidated financial statements and supporting schedules of the Company and its consolidated subsidiaries included in, or incorporated by reference into, in the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, Incorporated Documents comply as to form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, present fairly the financial condition of the Company and its consolidated subsidiaries, as of the respective dates thereof and the results of operations and cash flows of the Company and its consolidated subsidiaries, for the respective periods covered thereby, all in conformity with GAAP (except in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated thereof and the consolidated results of their operations and cash flows for the periods specified; except as otherwise stated then ended (subject, in the Registration Statement and the Prospectuscase of unaudited statements, said to normal year-end audit adjustments). No other financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting 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 selected financial data and the summary financial information schedules of the Company included in, and its consolidated subsidiaries or incorporated any other company or entity are required by reference intothe Securities Act, the Registration Statement Exchange Act or the rules and regulations of the SEC to be included in the Incorporated Documents. The Independent Auditors, who have reported on certain of such financial statements and schedules, are, and were during the periods covered by their reports included in the Incorporated Documents, independent accountants with respect to the Company and its consolidated subsidiaries, as required by the Securities Act, the Exchange Act and the Prospectus (rules and regulations of the SEC. The summary financial and statistical data included in each case, other than any pro forma financial information and projections) the Incorporated Documents present fairly, in all material respects, fairly 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 Prospectuspresented therein. The unaudited consolidated financial statements of certain revenues and expenses of included in the properties acquired or proposed Incorporated Documents comply as to be acquired by the Company, if any, included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly form in all material respects the information set forth therein and have been prepared, in all material respects, in accordance with the applicable financial statement accounting requirements of Rule 3-14 under the Securities Act, 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 defined by the rules and regulations of the Commission)SEC, if any, comply with Regulation G under and such statements fairly present the Exchange Act consolidated financial position and Item 10 results of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement operations and the Prospectus fairly presents other information purported to be shown therein at the information called respective dates or for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretorespective periods therein specified.

Financial Statements. The consolidated financial statements and supporting schedules (including the related notes thereto) of the Company and its consolidated subsidiaries included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Pricing Disclosure Package and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, comply in all material respects, respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, 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; basis throughout the periods covered thereby, and the any supporting schedules, if any, schedules included in, or incorporated by reference into, in the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated therein. The selected financial data information under the heading “Selected Financial Data and Other Information” and “Selected Quarterly Financial Data” included in the Registration Statement, the Pricing Disclosure Package and the summary financial information Prospectus have been derived from the accounting records and other books and records 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 subsidiaries and projections) present fairly, 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 of the Company included in, or incorporated by reference into, therein. The financial data set forth in the Registration Statement Statement, Pricing Disclosure Package 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 in the Prospectus present under the heading “Capitalization” presents fairly in all material respects the information set forth therein and have been prepared, in all material respects, in accordance on a basis consistent with that of 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 audited financial statements and the other related notes thereto included or incorporated by reference therein. There is no 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect that is required to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 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 be included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretothat is not included or incorporated by reference as required.

Financial Statements. The audited and unaudited consolidated financial statements and supporting schedules (including, as applicable, the related notes thereto) of the Company included in, (or incorporated by reference intoreference) in the Company SEC Documents (i) have been prepared from, are in accordance with, and accurately reflect the Registration Statement books and records of the Prospectus (in each case, other than any pro forma financial information Company and projections) present fairly, its Subsidiaries 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, said financial statements (ii) have been prepared in conformity accordance with generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis; and basis throughout the supporting schedulesperiods involved, if any, included in, or incorporated by reference into, the Registration Statement and the Prospectus (iii) fairly present fairly in all material respects the information required to be stated therein. The selected consolidated financial data and the summary financial information position of the Company included inand its Subsidiaries as of their respective dates, or incorporated by reference into, the Registration Statement and the Prospectus consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (in each case, other than any pro forma financial information and projections) present fairlysubject, in all material respects, the information shown therein and have been compiled on a basis consistent with that case of the audited unaudited financial statements statements, to the absence of the Company included in, or incorporated by reference into, the Registration Statement footnotes and the Prospectus. The statements of certain revenues normal course year-end audit adjustments) and expenses of the properties acquired or proposed (iv) complied as to be acquired by the Company, if any, included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly form in all material respects the information set forth therein and have been prepared, in all material respects, in accordance with the applicable financial statement accounting 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 defined by the published rules and regulations of the Commission)SEC with respect thereto. Access to assets is permitted only in accordance with management’s general or specific authorization, if anyand the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Company SEC Documents, comply with Regulation G under since the Exchange Act end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and Item 10 of Regulation S-K under (B) no change in the Securities ActCompany’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the extent applicableCompany’s internal control over financial reporting. The interactive data in eXtensible Business Reporting Language included or incorporated Company’s internal control over financial reporting is overseen by reference in the Registration Statement and Audit Committee of the Prospectus fairly presents Company Board (the information called for in all material respects and has been prepared in all material respects “Audit Committee”) in accordance with the Commission’s rules and guidelines applicable theretoExchange Act. The Company has not publicly disclosed or reported to the Audit Committee or to the board of directors of the Company any material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting, any violation of, or failure to comply with, the U.S. securities laws, or any matter which if determined adversely, would have a Material Adverse Effect.

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, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting 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 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 consolidated financial statements of Sonae Sierra Brazil BV Sarl (“SSB”) and its consolidated subsidiaries, if any, subsidiaries incorporated by reference into in the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projections), if any, present fairly, in all material respects, the consolidated financial position of SSB 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 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 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and supporting schedules of the Company included inCompany, together with the related schedules and notes thereto, set forth or incorporated by reference intoin the Registration Statement, the Registration Statement Prospectus and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, Disclosure Package comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects (i) the financial position condition of the Company and its consolidated subsidiaries as of the dates indicated and (ii) the consolidated results of their operations operations, stockholders’ equity and changes in cash flows of the Company and its consolidated subsidiaries for the periods therein specified; except as otherwise stated in the Registration Statement and the Prospectus, said such financial statements and related schedules and notes thereto have been prepared in conformity with United States generally accepted accounting principles principles, consistently applied throughout the periods involved (except as otherwise stated therein and subject, in the United States case of unaudited financial statements, to the absence of footnotes and normal year-end adjustments). The historical consolidated financial statements of (i) Hunter Disposal, LLC (the “GAAPTarget”) applied on a consistent basis; ), together with the related schedules and the supporting schedules, if any, included in, notes thereto set forth or incorporated by reference intoin the Registration Statement, the Registration Statement Prospectus and the Prospectus Disclosure Package comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects (i) the information required to be stated therein. The selected financial data and the summary financial information condition 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 and projections) present fairly, in all material respects, the consolidated financial position of DDRM and its consolidated subsidiaries Target as of the dates indicated and (ii) the consolidated results of their operations operations, stockholders’ equity and changes in cash flows of the Target for the periods therein specified; and such financial statements and related schedules and notes thereto have been prepared in conformity with United States generally accepted accounting principles, consistently applied throughout the periods involved (except as otherwise stated therein and subject, in the case of unaudited financial statements, to the absence of footnotes and normal year-end adjustments). There are no other financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, the Prospectus or the Disclosure Package; and 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 Disclosure Package and the Prospectus, such financial statements have been prepared in ; and 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 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 (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 Statement, the Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply with Regulation G under of the Exchange Act and Item 10 10(e) of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement , and the Prospectus present fairly presents the information called for in all material respects the information shown therein and has been prepared in all material respects in accordance with the CommissionCompany’s rules and guidelines applicable theretobasis for using such measures.

Financial Statements. The consolidated financial statements and supporting schedules of the Company included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Prospectus or any Permitted Free Writing Prospectus, together with the related notes and schedules, present fairly the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of the dates indicated and the consolidated results of their operations operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified; except as otherwise stated in the Registration Statement specified and the Prospectus, said financial statements have been prepared in compliance with the applicable requirements of the Act and Exchange Act and in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basisbasis during the periods involved; and the supporting schedulesall pro forma financial statements or data, if any, included in, or incorporated by reference intoin the Registration Statement, the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated therein. The selected financial data and the summary financial information of the Company included in, or incorporated by reference into, the Registration Statement and the any Permitted Free Writing 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 comply with the applicable financial statement requirements of Rule 3-14 under the Act and 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 inAct, or incorporated by reference into, the Registration Statement and the Prospectus present fairly, in all material respects, the information set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation of such pro forma financial statements and other data are reasonable, the pro forma financial information (including the notes thereto) are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred described therein and the pro forma adjustments have been properly applied to therein. To the knowledge historical amounts in the compilation of those statements and data; the Companyother financial and statistical data contained or incorporated by reference in the Registration Statement, the consolidated Prospectus or any Permitted Free Writing Prospectus are accurately and fairly presented and prepared on a basis consistent with the financial statements and supporting schedules books and records of DDRM Properties LLC the Company and the Subsidiaries; there are no financial statements (“DDRM”historical or pro forma) that are required to be included 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 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 Statement and or 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 consolidated financial statements of Sonae Sierra Brazil BV Sarl (“SSB”) and its consolidated subsidiaries, if any, Prospectus that are not included or incorporated by reference into as required; neither the Company nor any of the Subsidiaries has any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), required to be disclosed in the Registration Statement and the Prospectus (in each caseStatement, 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 not described in the Registration Statement (excluding the exhibits thereto) and the Prospectus, such financial statements have been prepared in ; and 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 or incorporated by reference in the Registration Statement and Statement, the Prospectus or any Permitted Free Writing Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply with Regulation G under of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement 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 True and supporting schedules complete copies of the Company Financial Statements, together with the related auditors reports (if applicable), are included inin Section 4.6 of the Disclosure Schedule. The Financial Statements have been prepared from, or incorporated by reference intoare in accordance with and accurately reflect, the Registration Statement books and the Prospectus (in each caserecords of Seller and its Subsidiaries, other than any pro forma financial information and projections) present fairly, comply in all material respectsrespects with applicable accounting requirements, 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, said financial statements have been prepared in conformity accordance with GAAP and, with respect to the Seller's Foreign Subsidiaries, with such generally accepted accounting principles in the United States (“GAAP”) as are applicable to each Foreign Subsidiary applied on a consistent basis; basis during the periods involved (except as may be stated in the notes thereto) and fairly present the consolidated financial position and the supporting schedulesconsolidated results of operations and cash flows, if any (and changes in financial position, if any) of the Business and the Business Subsidiaries as of the times and for the periods referred to therein (subject, included inin the case of unaudited statements, to normally recurring year-end audit adjustments which are not material either individually or incorporated by reference intoin the aggregate). The June 30, 2000 Balance Sheet has been prepared from, is in accordance with and accurately reflects, the Registration Statement books and records of Seller and its Subsidiaries with respect to the Prospectus present fairly Business, complies in all material respects the information required to be stated therein. The selected financial data and the summary financial information of the Company included inwith applicable accounting requirements, 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement and the Prospectus, such financial statements have has been prepared in all material respects in conformity accordance with GAAP applied on a consistent basis and otherwise have been prepared during the periods involved (except as may be stated in accordance with the financial statement requirements of Rule 3-09 under the 1934 Act. To the knowledge of the Company, the consolidated financial statements of Sonae Sierra Brazil BV Sarl (“SSB”notes thereto) and its consolidated subsidiaries, if any, 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, fairly presents the consolidated financial position of SSB the Business and its consolidated subsidiaries the Business Subsidiaries as of the dates indicated times and the results of their operations for the periods specified; except as otherwise stated referred to therein (subject, in the Registration Statement and case of unaudited statements, to normally recurring year-end audit adjustments which are not material either individually or in the Prospectus, such financial statements aggregate). The balance sheets prepared for each of the Seller's Foreign Subsidiaries (the "Foreign Subsidiaries Balance Sheets") have been prepared from, are in accordance with and accurately reflect, the books and records of each of the Seller's Foreign Subsidiaries with respect to the Business, comply in all material respects in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board applicable accounting requirements applied on a consistent basis during the periods involved (except as may be stated in the notes thereto) and otherwise have been prepared in all material respects in accordance with fairly present the financial statement position of each of the Seller's Foreign Subsidiaries as of the times referred to therein pursuant to applicable accounting requirements of Rule 3-09 under the Exchange Act. All disclosures contained (subject, in the Registration Statement and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations case of the Commission), if any, comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Actunaudited statements, to the extent applicable. The interactive data in eXtensible Business Reporting Language included normally recurring year-end audit adjustments which are not material either individually or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretoaggregate).

Financial Statements. The consolidated financial statements and supporting schedules of the Company included inand the financial statements of each entity acquired by the Company (each, or incorporated by reference intoan “Acquired Entity”), including the schedules and notes thereto, filed as part of the Registration Statement and those included in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the financial position of the Company and Company, its consolidated subsidiaries and each Acquired Entity, as applicable, as of the dates date indicated and the results of their operations its operations, stockholders' equity and cash flows of the Company, and its consolidated subsidiaries and each Acquired Entity, as applicable, for the periods specified; except as otherwise stated in the Registration Statement 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; basis or, if such entity is a foreign entity, such other accounting principles applicable to such foreign entity, (except as may be expressly stated in the related notes thereto) and comply with the requirements of Regulation S-X promulgated by the Commission. Ernst & Young LLP, whose report is filed with the Commission as a part of the Registration Statement, are, with respect to the Company and its subsidiaries, independent accountants as required by the Securities Act and the supporting schedules, if any, included in, or incorporated by reference into, Regulations and have been registered with the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated thereinPublic Company Accounting Oversight Board. The selected financial data and the summary financial information of the Company included in, or incorporated by reference into, the Registration Statement and in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, fairly 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, in the Registration Statement Statement. The pro forma financial statements and the Prospectus. The statements of certain revenues and expenses of the properties acquired or proposed to be acquired by the Company, if any, related notes thereto included in, or incorporated by reference into, in 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 set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis bases described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. 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 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 Statement 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 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 (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 or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply in all material respects with Regulation G under of the Securities Exchange Act of 1934 (the “Exchange Act”) and Item 10 of Regulation S-K under of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements Sellers have delivered to the Purchaser the Financial Statements described in clauses (i) 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, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting 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 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 theretoii) of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly, in all material respects, the information set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to thereindefinition thereof. 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 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 Statement and the Prospectus, such financial statements have been prepared in all material respects in conformity with GAAP applied on a consistent basis and otherwise Such Financial Statements have been prepared in accordance with GAAP consistently applied throughout the financial statement requirements of Rule 3-09 under periods indicated from, and are in accordance with, the 1934 Act. To the knowledge books and records of the CompanySellers, which have been maintained on a basis consistent with the consolidated financial statements past practice of Sonae Sierra Brazil BV Sarl the Sellers. Each balance sheet included in such Financial Statements (“SSB”including the related notes and schedules) and its consolidated subsidiaries, if any, incorporated by reference into fairly presents 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 consolidated financial position of SSB and its consolidated subsidiaries the Business as of the dates indicated date of such balance sheet, and each statement of income, parent’s net investment and advances and cash flows included in such Financial Statements (including the related notes and schedules) fairly presents the results of their operations operations, parent’s net investment and advances and changes in cash flows, as the case may be, of the Business for the periods specified; except as otherwise stated set forth therein, 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 each case in accordance with GAAP (except as expressly noted therein or on Schedule 4.7) consistently applied during the financial statement requirements periods involved. Since December 31, 2004, there has been no change in any accounting (or tax accounting) policy, practice or procedure of Rule 3-09 under any of the Exchange ActSellers with respect to the Business. All disclosures contained in the Registration Statement The 2005 Audited Financials and the Prospectus regarding “non-GAAP financial measures” (as such term is defined Financial Statements to be delivered by the rules Sellers to the Purchaser pursuant to Section 6.4(b) from and regulations after the signing of this Agreement shall be prepared on a basis consistent with the Financial Statements described in clause (i) 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects definition thereof in accordance with GAAP consistently applied throughout the Commissionperiods indicated from, and shall be in accordance with, the books and records of the Sellers, which books and records shall be maintained on a basis consistent with the past practice of the Sellers. Each balance sheet included in such Financial Statements (including the related notes and schedules) shall fairly present the financial position of the Business as of the date of such balance sheet, and each statement of income, parent’s rules net investment and guidelines applicable theretoadvances and cash flows included in such Financial Statements (including the related notes and schedules) shall fairly present the results of operations and changes in cash flows, as the case may be, of the Business for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, and in the case of the Financial Statements to be delivered pursuant to Section 6.4(b), subject to normal and recurring year-end audit adjustments.

Financial Statements. The consolidated financial statements and supporting schedules of the Company Company, the Operating Partnership and their subsidiaries included in, or incorporated by reference into, within the Registration Statement Disclosure Package and the Prospectus (in each caseProspectus, other than any pro forma financial information together with the related schedules and projections) notes, present fairly, fairly in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries as of the Operating Partnership at the dates indicated and the results consolidated statements of their operations operations, changes in stockholders’ equity and cash flows of the Company and the Operating Partnership for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, 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; basis throughout the periods involved (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 supporting schedules, if any, schedules included in, or incorporated by reference into, within the Registration Statement Disclosure Package and the Prospectus present fairly in all material respects and in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information of the Company included in, or incorporated by reference into, within the Registration Statement Disclosure Package and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, fairly in all material respects, 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, within the Registration Statement Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included or incorporated within the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The statements of certain revenues and expenses of the properties acquired or proposed to be acquired by the Companyacquired, if any, included in, or incorporated by reference into, in the Registration Statement 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 Exchange Securities Act with respect to real estate operations acquired or to be acquired. The No other historical or pro forma financial statements and (or schedules) are required by the other pro forma financial information (including Securities Act or the notes thereto) of Exchange Act to be included in the Company included in, Disclosure Package or the Prospectus. All disclosures contained or incorporated by reference into, within the Registration Statement and the Prospectus present fairly, in all material respects, the information set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement Disclosure 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 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 (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 defined by the rules and regulations of the Commission), if any, ) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The Any interactive data in eXtensible Business Reporting Language included or incorporated by reference in within the Registration Statement and Disclosure Package or 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 theretothereto 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 of the audited financial statements contained, incorporated or deemed to be incorporated within the Disclosure Package or the Prospectus.

Financial Statements. The consolidated financial statements and supporting schedules of the Company included inand the financial statements of each entity acquired by the Company (each, or incorporated by reference intoan “Acquired Entity”) including the schedules and notes thereto, which have been filed as part of the Registration Statement and those included in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the financial position of the Company and Company, its consolidated subsidiaries and each such Acquired Entity, as applicable, as of the dates date indicated and the results of their operations its operations, stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries and each such Acquired Entity, as applicable, for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, 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; basis or, if such entity is a foreign entity, such other accounting principles applicable to such foreign entity, (except as may be expressly stated in the related notes thereto) and comply with the requirements of Regulation S-X promulgated by the Commission. KPMG LLP, whose report is filed with the Commission as a part of the Registration Statement, is, with respect to the Company and its subsidiaries, an independent accountant as required by the Securities Act and the supporting schedules, if any, included in, or incorporated by reference into, Regulations and have been registered with the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated thereinPublic Company Accounting Oversight Board. The selected financial data and the summary financial information of the Company included in, or incorporated by reference into, the Registration Statement and in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, fairly 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, in the Registration Statement Statement. The pro forma financial statements and the Prospectus. The statements of certain revenues and expenses of the properties acquired or proposed to be acquired by the Company, if any, related notes thereto included in, or incorporated by reference into, in 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 set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis bases described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. 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 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 Statement 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 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 (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 or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply with Regulation G under of the Exchange Act and Item 10 of Regulation S-K under of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. (a) The consolidated financial statements of CBC and supporting schedules of the Company its Subsidiaries included in, (or incorporated by reference into, the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projectionsreference) 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 CBC Reports (including the Prospectusrelated notes, said financial statements where applicable) (i) have been prepared from, and are in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting schedules, if any, included in, or incorporated by reference intoaccordance with, the Registration Statement books and the Prospectus records of CBC and its Subsidiaries, (ii) fairly present fairly in all material respects the information required to be stated therein. The selected balance sheet, the consolidated statements of income, consolidated statements of comprehensive income, consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial data position of CBC and its Subsidiaries for the summary financial information respective fiscal periods or as of the Company included inrespective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), or incorporated by reference into(iii) complied, as of their respective dates of filing with the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projections) present fairlySEC, in all material respects, respects with applicable accounting requirements and with the information shown therein published rules and have been compiled on a basis consistent with that regulations 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 SEC with respect to real estate operations acquired or to be acquired. The pro forma financial statements thereto, and the other pro forma financial information (including the notes theretoiv) of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly, in all material respects, the information set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 GAAP consistently applied during the financial statement requirements of Rule 3-09 under the 1934 Act. To the knowledge of the Companyperiods involved, the consolidated financial statements of Sonae Sierra Brazil BV Sarl (“SSB”) and its consolidated subsidiariesexcept, if any, incorporated by reference into the Registration Statement and the Prospectus (in each case, other than any pro forma financial information as indicated in such statements or in the notes thereto. The books and projections), present fairly, in all material respects, the consolidated financial position records of SSB CBC and its consolidated subsidiaries as of the dates indicated Subsidiaries have been, and the results of their operations for the periods specified; except as otherwise stated in the Registration Statement and the Prospectusare being, 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 maintained in all material respects in accordance with the GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Since January 1, 2020, no independent public accounting firm of CBC has resigned (or informed CBC that it intends to resign) or been dismissed as independent public accountants of CBC as a result of, or in connection with, any disagreements with CBC on a matter of accounting principles or practices, financial statement requirements disclosure or auditing scope or procedure. The financial statements of Rule 3-09 under the Exchange Act. All disclosures contained CBC Bank included in the Registration Statement consolidated reports of condition and income (call reports) of CBC Bank complied, as of their respective dates of filing with the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission)FDIC, 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects with applicable accounting requirement and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable published instructions of the Federal Financial Institutions Examination Council with respect thereto.

Financial Statements. The consolidated financial statements and supporting schedules schedules, and any historical operating and financial data, including the notes thereto, filed with the Commission as a part of the Company included in, or incorporated by reference into, the Registration Statement and included in the General Disclosure Package and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the combined financial position of the Company and its consolidated subsidiaries entities presented therein, as of and at the dates indicated and the results of their operations and cash flows for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said . Such financial statements and schedules have been prepared in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and basis through the supporting schedulesperiods specified, except as may be expressly stated in the related notes thereto. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated therein. The selected financial data and the summary financial information of the Company included in, or incorporated by reference intoStatement, 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, General Disclosure Package 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 therein, have been prepared, prepared in all material respects, conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 under the Exchange Act of Regulation S-X with respect to real estate operations acquired or to be acquired. The In addition, any pro forma financial statements and the other pro forma financial information (including the related notes thereto) of the Company included in, thereto set forth in or incorporated by reference intoin the Registration Statement, the Registration Statement and General Disclosure Package or the Prospectus present fairly, in all material respects, fairly the information set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. To the knowledge of the Company; other than as set forth therein, the consolidated Company is not required to include any financial statements and supporting or schedules of DDRM Properties LLC (“DDRM”) incorporated by reference into the Registration Statement and the Prospectus (in each case, other than any or pro forma financial information 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 statements or schedules in the Registration Statement and Statement, 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 General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations or any document required to be filed with the financial statement requirements of Rule 3-09 Commission under the 1934 Act. To Act or the knowledge of the Company, the 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 (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 Act1934 Act Regulations. All disclosures contained in the Registration Statement and 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), if any, ) comply with Regulation G under of the Exchange 1934 Act and the 1934 Act Regulations and Item 10 of Regulation S-K under the Securities 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and supporting schedules the related notes thereto of the Company and its consolidated Subsidiaries included in, or incorporated by reference intoin the Xxxxxxxxxx Xxxxxxxxx, the Exchange Act Documents (as defined below), and to be included or incorporated by reference in the Registration Statement (as defined below) and the Prospectus (in each caseProspectus, other than any pro forma financial information and projections) present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934 and the rules and regulation of the Commission thereunder (the “Exchange Act”) and the Bankruptcy Code, as applicable, and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting 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 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement and the Prospectus, such financial statements have been prepared in all material respects in conformity with GAAP applied on a consistent basis throughout the periods covered thereby (except as disclosed in the Exchange Act Documents), 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 consolidated financial statements of Sonae Sierra Brazil BV Sarl (“SSB”) and its consolidated subsidiaries, if any, supporting schedules included or incorporated by reference into in the Registration Disclosure Statement and the Prospectus (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 defined by the rules and regulations of the Commission), if any, comply with Regulation G under the Exchange Act Documents, and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language be included or incorporated by reference in the Registration Statement and the Prospectus Prospectus, present fairly presents the information called for required to be stated therein; and the other financial information included or incorporated by reference in all material respects the Disclosure Statement and the Exchange Act Documents, and to be included or incorporated by reference in the Registration Statement and the Prospectus, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown thereby; and the pro forma financial information and the related notes thereto included or incorporated by reference in the Disclosure Statement and the Exchange Act Documents, and to be included in the Registration Statement and the Prospectus, has been prepared in all material respects in accordance with the Commission’s rules applicable requirements of the Securities Act and guidelines applicable theretothe Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Disclosure Statement and the Exchange Act Documents and will be set forth in the Registration Statement and the Prospectus when they become effective. Notwithstanding the foregoing, the Investor acknowledges that the financial position of the Company reflected in the financial information included or incorporated by reference in the Disclosure Statement and the Exchange Act Documents, to be included or incorporated by reference in the Registration Statement and the Prospectus, does not reflect implementation of “fresh start” accounting pursuant to Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” by the American Institute of Certified Public Accountants.

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 notes, present fairly the financial position of Diamond Growers and its consolidated subsidiaries at the dates indicated and the statement of net proceeds, statement of members' equity and statement of cash flows of Diamond Growers and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“"GAAP”") applied on a consistent basis; and basis throughout the supporting schedulesperiods involved, if any, included in, or incorporated by reference into, except as disclosed in the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated thereinnotes thereto. The selected financial data and the summary financial information of the Company included in, or incorporated by reference into, the Registration Statement and in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, fairly 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, in the Registration Statement Statement. The (A) pro forma financial statements and the Prospectus. The statements related notes thereto and (B) information set forth in "Managements Discussion and Analysis of certain revenues Financial Condition and expenses Results of the properties acquired or proposed to be acquired by the Company, if any, Operations --Supplemental Financial Information" included in, or incorporated by reference into, in 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 set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s 's rules and guidelines (including any modification of such rules and guidelines contained in the February 25, 2005 letter from the Commission's Division of Corporation Finance to Diamond Growers) with respect to pro forma financial statements and have been properly compiled on the basis bases described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. 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 (Except as set forth in each case, other than any pro forma financial information 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 Statement and the Prospectus, such financial statements have been prepared neither Diamond Growers, Diamond Foods nor any Subsidiary (as defined herein) has engaged in all material respects or effected any transaction or arrangement that would constitute an "off-balance sheet arrangement" (as defined in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the financial statement requirements Item 303 of Rule 3Regulation S-09 under the 1934 Act. To the knowledge K of the Company, the consolidated financial statements of Sonae Sierra Brazil BV Sarl Commission (“SSB”) and its consolidated subsidiaries, if any, incorporated by reference into the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projections"Regulation S-K"), 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” measures (as such term is defined by the rules and regulations in Regulation G of the CommissionCommission ("Regulation G"), if any, comply ) and ratios derived using non-GAAP financial measures have been presented in compliance 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.K.

Financial Statements. The consolidated financial statements and supporting schedules of the Company included in, or incorporated by reference into, in the Registration Statement and the Prospectus (in each caseProspectus, other than any pro forma financial information together with the related notes and projections) schedules present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of the dates indicated and the consolidated results of their operations operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified; except as otherwise stated in the Registration Statement , and the Prospectus, said financial statements have been prepared in material compliance with the requirements of the Securities Act and the Exchange Act and in conformity with United States generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basisbasis during the periods involved, and all adjustments necessary for a fair presentation of results for such periods have been made; all pro forma financial information included in the Registration Statement and the supporting schedulesProspectus presents fairly in all material respects the information shown therein, if anyhas been prepared in accordance with the provisions of the Securities Act and the Rules and Regulations with respect to pro forma financial information, has been properly compiled on the pro forma bases described therein in accordance with the provisions of the Securities Act and the Rules and Regulations, and the assumptions used in the preparation thereof are reasonable and the adjustments therein are appropriate to give effect to the transactions or circumstances referred to therein; the summary and selected combined financial and operating data included in, or incorporated by reference into, in the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated therein. The 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 such data have been compiled on a basis consistent with that the financial statements presented therein and the books and records of the audited Company; there are no financial statements of the Company (historical or pro forma) that are required to be included in, or incorporated by reference into, in the Registration Statement or the Prospectus that are not included as required; the Company and the Prospectus. The statements of certain revenues and expenses of the properties acquired Subsidiaries do not have any material liabilities or proposed to be acquired by the Companyobligations, if any, included in, direct 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 contingent (including the notes thereto) of the Company included inany off-balance sheet obligations), or incorporated by reference into, the Registration Statement and the Prospectus present fairly, in all material respects, the information set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis that are not described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 that constitute “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply with Regulation G under of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement 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 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 related notes of the Company and its consolidated subsidiaries Subsidiaries included or incorporated by reference in the Company SEC Documents, and to be included or incorporated by reference in the Rights Offering Registration Statement and the Rights Offering Prospectus, comply or will comply, as the case may be, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulation of the Commission thereunder, as applicable, and fairly present in all material respects the financial position, results of operations and cash flows of the Company and its Subsidiaries as of the dates indicated and the results of their operations for the periods specified; except as otherwise stated , subject, in the Registration Statement case of the unaudited financial statements, to the absence of disclosures normally made in footnotes and the Prospectus, said to customary year-end adjustments that are not and shall not be material; such financial statements have been prepared in conformity with U.S. generally accepted accepting accounting principles in the United States (“GAAP”) applied on a consistent basis; basis throughout the periods covered thereby (except as disclosed in the Company SEC Documents filed before the date of this Agreement), and the supporting schedules, if any, schedules included in, or incorporated by reference intoin the Company SEC Documents, and to be included or incorporated by reference in the Rights Offering Registration Statement, the Registration Statement Rights Offering Prospectus, and the Prospectus Proxy Statement, fairly present fairly in all material respects the information required to be stated therein. The selected financial data ; and the summary other financial information of the Company included in, or incorporated by reference intoin the Company SEC Documents, and to be included or incorporated by reference in the Rights Offering Registration Statement, the Registration Statement Rights Offering Prospectus, and the Prospectus (in each caseProxy Statement, other than any has been or will be derived from the accounting records of the Company and its Subsidiaries and presents fairly or will present fairly the information shown thereby; and the 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 related notes included in, or incorporated by reference intoin the Company SEC Documents, 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 intoin the Rights Offering Registration Statement, the Registration Statement Rights Offering Prospectus, 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 set forth thereinProxy Statement, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 will be prepared in all material respects in accordance with the financial statement applicable requirements of Rule 3-09 under the Securities Act and the Exchange Act. All disclosures contained , as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Company SEC Documents and will be set forth in the Rights Offering Registration Statement Statement, the Rights Offering Prospectus, and the Prospectus regarding “non-GAAP financial measures” (as such term is 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretoProxy Statement.

Financial Statements. The consolidated financial statements and supporting schedules of the Company included inand the financial statements of each entity acquired by the Company (each, or incorporated by reference intoan “Acquired Entity”), including the schedules and notes thereto, filed as part of the Registration Statement and those included in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the financial position of the Company and Company, its consolidated subsidiaries and each Acquired Entity, as applicable, as of the dates date indicated and the results of their operations its operations, stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries and each Acquired Entity, as applicable, for the periods specified; except as otherwise stated in the Registration Statement 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; basis or, if such entity is a foreign entity, such other accounting principles applicable to such foreign entity, (except as may be expressly stated in the related notes thereto) and comply with the requirements of Regulation S-X promulgated by the Commission. Ernst & Young LLP, whose report is filed with the Commission as a part of the Registration Statement, are, with respect to the Company and its subsidiaries, independent accountants as required by the Securities Act and the supporting schedules, if any, included in, or incorporated by reference into, Regulations and have been registered with the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated thereinPublic Company Accounting Oversight Board. The selected financial data and the summary financial information of the Company included in, or incorporated by reference into, the Registration Statement and in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, fairly 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, in the Registration Statement Statement. The pro forma financial statements and the Prospectus. The statements of certain revenues and expenses of the properties acquired or proposed to be acquired by the Company, if any, related notes thereto included in, or incorporated by reference into, in 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 set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis bases described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. 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 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 Statement 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 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 (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 or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply in all material respects with Regulation G under of the Securities Exchange Act of 1934 (the “Exchange Act”) and Item 10 of Regulation S-K under of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The historical consolidated financial statements and supporting schedules filed with the Commission as a part of the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement Time of Sale Prospectus and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, fairly the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of the dates indicated and the their respective consolidated results of their operations operations, changes in equity (deficit) and cash flows for the periods specified; except as otherwise stated . The supporting schedule included in the Registration Statement presents fairly the information required to be stated therein. The statements of revenues and certain expenses filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus, said Prospectus present fairly the revenues and certain expenses related to the operations of each of properties or group of properties identified in statements of revenues and certain expenses for the periods specified. Such financial statements and supporting schedule and statements of revenues and certain expenses have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and basis throughout the supporting schedulesperiods involved, if any, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included in, or incorporated by reference into, in the Registration Statement and fairly presents the Prospectus present fairly information called for in all material respects and has been prepared in accordance with the information required to be stated thereinCommission’s rules and guidelines applicable thereto. The selected financial data and the summary financial information set forth in each of the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement Time of Sale Prospectus and the Prospectus (in each case, other than any pro forma financial under the caption “Capitalization” fairly present the historical information and projections) present fairly, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited unaudited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The pro forma condensed consolidated financial statements of the Company included in, or incorporated by reference intoand the Subsidiaries and the related notes filed with the Commission as part of the Registration Statement, the Registration Statement and the Prospectus. The statements Time 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 Sale Prospectus 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 set forth contained therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the basis bases described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. To the knowledge of the CompanyExcept as included therein, 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, no other than any historical or pro forma financial information statements or supporting schedules or statements of revenues 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 certain expenses are required to be included in the Registration Statement and Statement, the Time of Sale Prospectus or 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 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 (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 Statement, any preliminary prospectus or the Prospectus regarding “and any free writing prospectus, that constitute non-GAAP financial measures” measures (as such term is defined by the rules and regulations of under the Commission), if any, Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent as applicable. The interactive 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, statements of revenues and certain expenses or other financial data in eXtensible Business Reporting Language included or incorporated by reference in filed with the Commission as a part of the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretoProspectus.

Financial Statements. The consolidated financial statements and supporting schedules (including the related notes thereto) of the Company included inand its subsidiaries and the carve out financial statements for Allstar Business Solutions Limited, or Card Payment Services Division (the “Allstar Business”) incorporated by reference intoin the Registration Statement, the Registration Statement Pricing Disclosure Package and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries or the Allstar Business, as the case may be, as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said such financial statements of the Company and its subsidiaries have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basisbasis throughout the periods covered thereby, except in the case of unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission; and the supporting schedules, if any, other financial information included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Pricing Disclosure Package and the Prospectus present has been derived from the accounting records of the Company and its subsidiaries or the Allstar Business, as the case may be, and presents fairly in all material respects the information required to be stated therein. The selected financial data shown thereby; 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 related notes thereto incorporated by reference intoin the Registration Statement, 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 Pricing 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 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 applicable requirements of Rule 3-09 under the Securities Act and the Exchange Act. All disclosures contained in , as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in, or incorporated by reference in, the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicableProspectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements statements, together with the related schedules and supporting schedules notes thereto, of the Company Westpac and its controlled entities included in, or incorporated by reference intoin the Registration Statement, the Registration Statement and Preliminary Prospectus, the General Disclosure Package or the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations, as applicable, and present fairly the consolidated financial position condition and results of the Company operations of Westpac and its consolidated subsidiaries controlled entities as of at the dates indicated and the results of their operations for the periods specified; and, except as otherwise stated in the Registration Statement and the Prospectustherein, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting 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 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 3for an authorized deposit-14 taking institution under the Exchange Act with respect Banking Xxx 0000 of Australia, as amended (the “Australian Banking Act”), Australian equivalents to real estate operations acquired or to be acquired. The pro forma financial statements International Financial Reporting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement and the Prospectus, such financial statements have been prepared in all material respects in conformity with GAAP Corporations Act 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 consolidated to all periods presented; Westpac’s 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 (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 comply with International Financial Reporting Standards as issued by the International Accounting Standards Board applied on a consistent basis Board; and otherwise have been prepared in all material respects in accordance with the any pro forma financial statement requirements of Rule 3-09 under the Exchange Act. All disclosures contained in the Registration Statement information and the Prospectus regarding “non-GAAP financial measures” (as such term is 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 related notes thereto included or incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus, the General Disclosure Package and the Prospectus fairly presents the information called for comply in all material respects with the applicable requirements of Regulation S-X promulgated by the Commission and has have been prepared on a basis consistent with Westpac’s financial statements for the same fiscal period or periods as are covered by such pro forma financial information, except for such reclassifications and pro forma adjustments as are specified therein, and the assumptions used in all material respects in accordance connection with the Commission’s rules preparation of such pro forma financial information were reasonable as of the respective dates on which such pro forma financial information was prepared, the adjustments used therein were appropriate to give effect to the transactions and guidelines applicable theretocircumstances referred to therein, and the material assumptions used in connection with the preparation of such pro forma financial information are set forth or incorporated by reference in each of the Registration Statement, the Preliminary Prospectus, the General Disclosure Package and the Prospectus.

Financial Statements. The consolidated financial statements and supporting schedules of included in the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement Prospectus and any Permitted Free Writing Prospectus, together with the Prospectus (in each caserelated schedules and notes, other than any pro forma financial information and projections) present fairly, in all material respects, fairly the financial position of the Company and its the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated, and the consolidated subsidiaries as statements of operations, equity and cash flows of the dates indicated and the results of their operations Covered Entities for the periods specified; except as otherwise stated the supporting schedules included or incorporated by reference in the Registration Statement and Statement, if any, fairly present the Prospectus, said information required to be stated therein; such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied and on a consistent basisbasis during the periods involved (except as may be expressly stated in the related notes thereto) and in accordance with Regulation S-X promulgated by the Commission; and the supporting schedules, if any, included in, financial data set forth or incorporated by reference intoin the Registration Statement, the Registration Statement Prospectus and the any Permitted Free Writing Prospectus fairly present fairly in all material respects the information required to be stated therein. The 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 has been compiled on a basis consistent with that of the audited financial statements of included in the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement Prospectus and the any Permitted Free Writing Prospectus. The ; no other financial statements of certain revenues and expenses of the properties acquired or proposed supporting schedules are required to be acquired by the Company, if any, included in, or incorporated by reference into, in the Registration Statement and Statement; 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 unaudited pro forma financial information (including the notes theretorelated notes) included in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus present fairly the information shown therein and complies as to form in all material respects with the applicable accounting requirements of the Securities Act, and management of the Company included in, or incorporated by reference into, believes that the Registration Statement and assumptions underlying the Prospectus present fairly, in all material respects, the information set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and adjustments are reasonable; such pro forma adjustments have been properly compiled on applied to the basis described therein and the assumptions used historical amounts in the preparation compilation of the information and such pro forma financial statements information purported to be shown therein at the respective dates for the respective periods specified; and no other pro forma financial information (including the notes thereto) are reasonable and the adjustments used therein are appropriate is required to give effect to the transactions be included or circumstances referred to therein. 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 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 Statement and the Prospectus, such financial statements have been prepared in Statement; 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 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 (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 or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply with Regulation G under of the Exchange Act and Item 10 of Regulation S-K under of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in to the Registration Statement Statement, the Prospectus and the any Permitted Free Writing 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 and supporting schedules of the Company included inand the financial statements of each entity acquired by the Company (each, or incorporated by reference intoan “Acquired Entity”) including the schedules and notes thereto, which have been filed as part of the Registration Statement and those included in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the financial position of the Company and Company, its consolidated subsidiaries and each such Acquired Entity, as of the dates date indicated and the results of their operations its operations, stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries and each such Acquired Entity, as applicable, for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, 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; basis or, if such entity is a foreign entity, such other accounting principles applicable to such foreign entity, (except as may be expressly stated in the related notes thereto) and comply with the requirements of Regulation S-X promulgated by the Commission. Deloitte & Touche LLP, whose report is filed with the Commission as a part of the Registration Statement, is, with respect to the Company and its subsidiaries, an independent accountant as required by the Securities Act and the supporting schedules, if any, included in, or incorporated by reference into, Regulations and have been registered with the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated thereinPublic Company Accounting Oversight Board. The selected financial data and the summary financial information of the Company included in, or incorporated by reference into, the Registration Statement and in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, fairly 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, in the Registration Statement Statement. The pro forma financial statements and the Prospectus. The statements of certain revenues and expenses of the properties acquired or proposed to be acquired by the Company, if any, related notes thereto included in, or incorporated by reference into, in 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 set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis bases described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. 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 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 Statement 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 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 (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 or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply with Regulation G under of the Securities Exchange Act of 1934 (the “Exchange Act”) and Item 10 of Regulation S-K under of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements statements, including the notes thereto and the supporting schedules schedules, if any, of the Company included inin the Statutory Prospectus, or incorporated by reference into, the Prospectus and the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, fairly the financial position condition, results of operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations for the periods specified; except indicated, comply as otherwise stated in to form with the Registration Statement applicable accounting requirements of the Act 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; basis throughout the periods involved (except as otherwise noted therein). Such financial statements and the supporting schedules, if any, have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in, or incorporated by reference intoin the Registration Statement, the Statutory Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement Statement, the Statutory Prospectus and the Prospectus under the captions “Summary—Summary Financial Data” and “Capitalization” fairly present fairly in all material respects the information required to be stated therein. The 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 set forth therein and have been compiled on a basis consistent with that of the audited financial statements of contained in the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement Statutory Prospectus and the Prospectus. The There are no pro forma or as adjusted financial statements of certain revenues and expenses of the properties acquired or proposed that are required to be acquired by included in the CompanyStatutory Prospectus, if any, included in, or incorporated by reference into, the Prospectus and 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 3Regulation S-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 X that have not been included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly, in all material respects, the information set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to thereinas so required. To the knowledge Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the Public Company Accounting Oversight Board (the “PCAOB”), has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the CompanyRegistration Statement, the consolidated financial statements and supporting schedules of DDRM Properties LLC (“DDRM”) incorporated by reference into the Registration Statement and the Statutory Prospectus (in each case, other than any pro forma financial information 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 Statement 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 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 (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 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and supporting schedules filed with the Commission as a part of the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement Time of Sale Prospectus and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations operations, changes in stockholders’ equity and cash flows for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said . Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting 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 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 throughout the periods specified; involved, except as otherwise may be expressly stated in the Registration Statement related notes thereto and except in the Prospectuscase of unaudited financial statements, such financial statements have been prepared in all material respects in conformity with International Financial Reporting Standards which are subject to normal and recurring year-end adjustments and do not contain certain footnotes as issued permitted 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 defined by the applicable 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The consolidated financial statements and supporting schedules (including the related notes thereto) of the Company and its consolidated subsidiaries included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Pricing Disclosure Package and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) in the United States applied on a consistent basis; basis throughout the periods covered thereby, except in the case of any unaudited, interim financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission, and any supporting schedules, if any, schedules included in, or incorporated by reference into, in the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated therein. The selected financial data ; and the summary other financial information of the Company included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Pricing Disclosure Package and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, has been derived from the information shown therein and have been compiled on a basis consistent with that of the audited financial statements accounting records of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus. The statements of certain revenues its consolidated subsidiaries 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 presents fairly in all material respects the information set forth therein and have been prepared, in shown thereby; 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 disclosures included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly, in all material respects, the information set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 CompanyStatement, the 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 (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 Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply in all material respects with Regulation G under of the Exchange Act and Item 10 of Regulation S-K under of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language ; and any pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has have been prepared in all material respects in accordance with the Commission’s rules applicable requirements of the Securities Act and guidelines applicable theretothe Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Financial Statements. The consolidated financial statements and supporting schedules schedules, and any historical operating and financial data, including the notes thereto, filed with the Commission as a part of the Company Registration Statement and included in, or incorporated by reference intoin the Registration Statement, the Registration Statement General Disclosure Package and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the combined financial position of the Company and its consolidated subsidiaries entities presented therein, as of and at the dates indicated and the results of their operations and cash flows for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said . Such financial statements and schedules have been prepared in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and basis through the supporting schedulesperiods specified, except as may be expressly stated in the related notes thereto. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated therein. The selected financial data and the summary financial information of the Company included in, or incorporated by reference intoStatement, 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, General Disclosure Package 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 therein, have been prepared, prepared in all material respects, conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 under the Exchange Act of Regulation S-X with respect to real estate operations acquired or to be acquired. The In addition, any pro forma financial statements and the other pro forma financial information (including the related notes thereto) of the Company included in, thereto set forth in or incorporated by reference intoin the Registration Statement, the Registration Statement General Disclosure Package and the Prospectus present fairly, in all material respects, fairly the information set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. To the knowledge of the Company; other than as set forth therein, the consolidated Company is not required to include any financial statements and supporting or schedules of DDRM Properties LLC (“DDRM”) incorporated by reference into the Registration Statement and the Prospectus (in each case, other than any or pro forma financial information 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 statements or schedules in the Registration Statement and Statement, 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 General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations or any document required to be filed with the financial statement requirements of Rule 3-09 Commission under the 1934 Act. To Act or the knowledge of the Company, the 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 (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 Act1934 Act Regulations. All disclosures contained in the Registration Statement Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply with Regulation G under of the Exchange 1934 Act and the 1934 Act Regulations and Item 10 of Regulation S-K under the Securities 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and supporting schedules filed with the Commission as a part of the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement Time of Sale Prospectus 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 operations, changes in stockholders’ equity and cash flows for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said . Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis; basis throughout the periods involved, except as may be expressly stated in the related notes thereto and except in the supporting schedulescase of unaudited financial statements, if any, which are subject to normal and recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission. The interactive data in eXtensible Business Reporting Language included in, or incorporated by reference into, in the Registration Statement and fairly presents the Prospectus present fairly information called for in all material respects and has been prepared in accordance with the information Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be stated thereinincluded in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The selected financial data and the summary financial information set forth in each of the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement Time of Sale Prospectus and the Prospectus (in each case, other than any pro forma financial information and projections) present fairlyunder the caption “Selected Financial Data” fairly presents, in all material respects, the information shown set forth therein and have been compiled on a basis consistent with that of the audited financial statements of contained in the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement Time of Sale Prospectus 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 Statement, any preliminary prospectus, the Prospectus regarding “and any free writing prospectus that constitute non-GAAP financial measures” measures (as such term is defined by the rules and regulations of under the Commission), if any, Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent as applicable. The interactive 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 in eXtensible Business Reporting Language included or incorporated by reference in filed with the Commission as a part of the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretoProspectus.

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, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting 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 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 of Regulation S-X 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 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, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. To the knowledge of the Company, the consolidated financial statements and supporting schedules of DDRM Properties LLC DDR–SAU Retail Fund, L.L.C. (“DDRMDDR–SAU”) 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 consolidated financial position of DDRM DDR–SAU and its consolidated subsidiaries as of the dates indicated and the results of their its 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 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 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 (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 3Regulation S-09 under the Exchange Act. X. All disclosures contained in the Registration Statement and the Prospectus regarding “non-GAAP financial measures” (as such term is 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and supporting schedules of the Company included in, or incorporated by reference into, in the Registration Statement and the Prospectus (in each caseProspectus, other than any pro forma financial information together with the related notes and projections) schedules present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of the dates indicated and the consolidated results of their operations operations, cash flows and changes in stockholders’ equity of the Company and the Subsidiaries for the periods specified; except as otherwise stated in the Registration Statement , and the Prospectus, said financial statements have been prepared in material compliance with the requirements of the Securities Act and the Exchange Act and in conformity with United States generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basisbasis during the periods involved, and all adjustments necessary for a fair presentation of results for such periods have been made; all pro forma financial information included in the Registration Statement and the supporting schedulesProspectus presents fairly in all material respects the information shown therein, if anyhas been prepared in accordance with the provisions of the Securities Act and the Rules and Regulations with respect to pro forma financial information, has been properly compiled on the pro forma bases described therein in accordance with the provisions of the Securities Act and the Rules and Regulations, and the assumptions used in the preparation thereof are reasonable and the adjustments therein are appropriate to give effect to the transactions or circumstances referred to therein; the summary and selected combined financial and operating data included in, or incorporated by reference into, in the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated therein. The 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 such data have been compiled on a basis consistent with that the financial statements presented therein and the books and records of the audited Company; there are no financial statements of the Company (historical or pro forma) that are required to be included in, or incorporated by reference into, in the Registration Statement or the Prospectus that are not included as required; the Company and the Prospectus. The statements of certain revenues and expenses of the properties acquired Subsidiaries do not have any material liabilities or proposed to be acquired by the Companyobligations, if any, included in, direct 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 contingent (including the notes thereto) of the Company included inany off-balance sheet obligations), or incorporated by reference into, the Registration Statement and the Prospectus present fairly, in all material respects, the information set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis that are not described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 that constitute “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply with Regulation G under of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package 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. Each Loan Party has delivered or caused to be delivered to the Bank their most recent Financial Statements (as defined herein) (the “Historical Statements”). The consolidated financial statements Financial Statements are true, complete 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, accurate in all material respectsrespects and fairly present the Loan Parties’ financial condition, the financial position of the Company assets and its consolidated subsidiaries as of the dates indicated liabilities, whether accrued, absolute, contingent or otherwise and the results of their the Loan Parties’ operations for the periods specified; except period specified therein in each case in accordance with GAAP (as otherwise stated in defined below) to the Registration Statement and the Prospectus, said financial statements extent such items are required to be included thereby. The Financial Statements have been prepared in conformity accordance with generally accepted accounting principles in the United States effect from time to time (“GAAP”) consistently applied from period to period, subject in the case of interim statements to normal year-end adjustments; provided however, that all accounting terms used in connection with any financial covenants herein (or any definitions used in connection with the financial covenants) shall have the meaning given to such terms (and defined terms) under GAAP as in effect on a consistent basis; and the supporting schedulesClosing Date, 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 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 applied on a basis consistent with those used in preparing the Historical Statements. Notwithstanding the foregoing, if the Borrower notifies the Bank in writing that the Borrower wishes to amend any financial covenant set forth in this Agreement (or any related definition) to eliminate the effect of any change in GAAP occurring after the audited Closing Date on the operation of such financial covenants, then the Bank and the Borrower shall negotiate in good faith to amend such ratios or requirements to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, the Borrower’s compliance with such covenants shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenants or definitions are amended in a manner satisfactory to the Borrower, and the Borrower shall provide to the Bank, when it delivers its financial statements pursuant to Section 4.2 of the Company included inthis Agreement, or incorporated by reference into, the Registration Statement and the Prospectus. The such reconciliation statements of certain revenues and expenses of the properties acquired or proposed to as shall be acquired reasonably requested by the CompanyBank. Notwithstanding the foregoing or anything in this Agreement to the contrary, whenever in this Agreement it is necessary to determine whether a lease is a capital lease or an operating lease, such determination shall be made on the basis of GAAP as in effect on the Closing Date (provided that if anythere is a change in GAAP after the Closing Date that effects the treatment of capital leases or operating leases, included in, or incorporated by reference into, all financial statements delivered to 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, Bank in accordance with the applicable financial statement requirements terms of Rule 3-14 under this Agreement after 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation date of such pro forma financial statements and other pro forma financial information (including the notes thereto) are reasonable and change in GAAP shall be accompanied by a schedule showing the adjustments used therein are appropriate necessary to give effect to the transactions or circumstances referred to therein. 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 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 Statement and the Prospectus, reconcile such financial statements have been prepared in all material respects in conformity with GAAP applied on a consistent basis and otherwise have been prepared as in accordance with the financial statement requirements of Rule 3-09 under the 1934 Act. To the knowledge of the Company, the 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 (in each case, other than any pro forma financial information and projectionseffect immediately prior to such accounting change), 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 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements (a) Schedule 3.4(a) contains true and supporting schedules complete copies of the Company included inBank’s (i) audited statements of financial condition and related statements of income, or incorporated changes in shareholders’ equity and cash flows, as of and for the years ended December 31, 2005 and 2004, accompanied by reference intothe report thereon of Xxxxxx & Xxxxxxx Company, P.C. (the Registration Statement “Annual Financial Statements”), and (ii) unaudited statement of financial condition and related statement of income as of March 31, 2006 (the Prospectus “Interim Financial Statements”). The Bank has also made available to Parent true and complete copies of all Consolidated Reports of Condition and Income filed by the Bank with bank regulatory authorities as of and for each period during the three years ended December 31, 2005 (in each casethe “Call Reports”). The Annual Financial Statements, other than any pro forma financial information Interim Financial Statements and projections) 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 and its consolidated subsidiaries as of the dates indicated Bank and the results of their its operations at the dates and for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, 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; and consistently during the supporting 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 thereinperiods covered thereby. The selected financial data and Interim Financial Statements fairly present 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 and projections) present fairly, in all material respects, the consolidated financial position of DDRM and its consolidated subsidiaries as of the dates indicated Bank and the results of their its operations at the dates and 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 indicated in conformity with GAAP consistently applied on a consistent basis and otherwise have been prepared in accordance with during the financial statement requirements periods covered thereby, except that the Interim Financial Statements are subject to normal year-end adjustments required by GAAP. As of Rule 3-09 under the 1934 Act. To the knowledge of the Companytheir respective dates, the 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 (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 Call Reports complied 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 defined by the rules and regulations of Applicable Banking Authorities and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Commission)statements therein, if anyin light of the circumstances under which they were made, 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretonot misleading.

Financial Statements. The consolidated financial statements and supporting schedules of the Company included inAt September 30, or incorporated by reference into2005, the Registration Statement 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 in each casethe Disclosure Package, other than any pro forma financial information the Prospectus and projections) the Registration Statement present fairly, fairly in all material respects, respects the financial position condition, results of operations and cash flows of the Company and its consolidated subsidiaries entities purported to be shown thereby as of the dates indicated and the results of their operations for the periods specified; except indicated, comply as otherwise stated in to form with the Registration Statement applicable accounting requirements of the Act 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; basis throughout the periods involved (except as otherwise noted therein). The summary and selected financial data set forth under the supporting schedulescaptions “Summary Historical Consolidated and Pro Forma Financial Data” and “Selected Consolidated Financial Data” in the Disclosure Package, if any, included in, or incorporated by reference into, the Prospectus and the Registration Statement fairly present, on the basis stated in the Disclosure Package, the Prospectus and the Prospectus present fairly Registration Statement, the information included therein and is accurately presented in all material respects the information required to be stated therein. The 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 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 Partnership for the year ended December 31, 2005 set forth under the caption “Summary—Recent Developments—2005 Financial Results (Unaudited)” and the other financial statements information of the Company included in, or incorporated by reference intoGeneral Partner, the Partnership, MMP GP, and MMP, including non-GAAP financial measures, contained in 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 intoStatement, the Registration Statement Disclosure Package and the Prospectus present (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 in all material respects presents 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 purported to be acquiredshown thereby. The pro forma financial statements and the other pro forma financial information (including related notes thereto contained in the notes thereto) of Disclosure Package, the Company included in, or incorporated by reference into, 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 Prospectus present fairly, pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in all material respectsthe pro forma information included in the Disclosure Package, the information set forth therein, have been prepared, in all material respects, in accordance with Prospectus and the Commission’s rules and guidelines with respect to Registration Statement. The pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used included in the preparation 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 or circumstances referred to therein. To the knowledge of the CompanyDisclosure Package, the consolidated financial statements Prospectus 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 and projections) present fairly, in all material respects, the consolidated financial position of DDRM and its consolidated subsidiaries comply 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 to form in all material respects in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the financial statement applicable accounting requirements of Rule 3-09 under the 1934 Act. To the knowledge of the Company, the 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 (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 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 X under the Securities Act, Act and the pro forma adjustments have been properly applied to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference historical amounts 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 theretocompilation of that information.

Financial Statements. The consolidated financial statements incorporated by reference in the Registration Statement, the General Disclosure Package and supporting the Prospectus, together with the related schedules and notes (in the case of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus Trust, contained in (in each casei) the Company’s and the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, other than any pro forma financial information 2006, filed with the SEC on March 1, 2007, and projections(ii) the Company’s and the Trust’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007, filed with the SEC on May 8, 2007), present fairlyand, with respect to SJJC, to the Company’s knowledge, present, fairly in all material respects, as applicable, the financial position of the Company Financial Entities and its each Financial Entity’s respective consolidated subsidiaries subsidiaries, as of the case may be, at the dates indicated and the results statement of their operations operations, stockholders’ equity and cash flows of such subsidiaries for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; basis throughout the periods involved. The selected financial data for each such Financial Entity and its consolidated subsidiaries and the supporting schedules, if any, summary financial information for each such Financial Entity and its consolidated subsidiaries included in, or incorporated by reference into, in the Registration Statement General Disclosure Package and the Prospectus present and, with respect to SJJC, to the Company’s knowledge, present, fairly in all material respects the information required to be stated therein. The 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 related audited financial statements of the Company included in, or incorporated by reference into, in 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 acquiredStatement. The pro forma financial statements and the other pro forma financial information (including the related notes thereto) of the Company included in, or thereto incorporated by reference intoin the Registration Statement, the Registration Statement General Disclosure Package and the Prospectus present fairly, in all material respects, fairly the information set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis bases described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. 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 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 Statement 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 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 (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 Statement, the Prospectus General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply with Regulation G under of the Exchange 1934 Act and Item 10 of Regulation S-K under of the Securities 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements together with related notes 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 and of any companies, other entities or properties acquired or to be acquired by the Company, in each case included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly, or (in the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document, filed with the Commission after the date as of which this representation is being made) will present fairly, at all times during the dates indicated effectiveness of this Agreement, the financial condition and the results of their operations of the Company and its subsidiaries and of such companies, entities and properties, as the case may be, at the indicated dates and for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said indicated periods. Such financial statements have been prepared in conformity accordance with United States generally accepted accounting principles of accounting, consistently applied throughout the periods involved, 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 United States (“GAAP”) applied Company’s Quarterly Reports on a consistent basis; Form 10-Q incorporated by reference in the Registration Statement, the General Disclosure Package and the supporting schedules, if any, Prospectus). The summary financial and statistical data included in, or incorporated by reference intoin the Registration Statement, the Registration Statement General Disclosure Package and the Prospectus present fairly in all material respects the information required to be stated therein. The 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 presented therein; 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 related notes thereto) of the Company thereto included in, or incorporated by reference intoin the Registration Statement, the Registration Statement General Disclosure Package and the Prospectus present fairly, in all material respects, fairly the information set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis bases described therein therein, and the assumptions assumption used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. 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 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 Statement 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 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 (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 Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations 1933 Act Regulations of the Commission), if any, ) comply with Regulation G under the Exchange 1934 Act and Item 10 of Regulation S-K under of the Securities Act1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and supporting schedules of the Company included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Prospectus and any Issuer Free Writing Prospectus, together with the Prospectus (in each caserelated schedules and notes, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of at the dates indicated and the results statement of their operations operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said . Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and basis throughout the periods involved, except as noted therein. The supporting schedules, if any, included in, or incorporated by reference into, the Registration Statement 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 of the Company included in, or incorporated by reference into, the Registration Statement and in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respect the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto is included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Prospectus and the any Issuer Free Writing 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 such pro forma financial statements and the other pro forma financial information (including the related notes thereto) of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly, in all material respects, fairly the information set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis bases described therein therein, in each case, in all material respects, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. To If applicable, such pro forma adjustments have been properly applied to the knowledge historical amounts in the compilation 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 and projections) present fairly, in all material respects, such information fairly presents with respect to 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 Statement 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 consolidated financial statements of Sonae Sierra Brazil BV Sarl (“SSB”) Company and its consolidated subsidiaries, if anythe financial position, incorporated by reference into results of operations and other information purported to be shown therein at the Registration Statement respective dates and for the Prospectus (in each case, other than any respective periods specified. No 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 is required to be included in the Registration Statement and Statement, 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 ActProspectus or any Issuer Free Writing Prospectus which is not so included. All disclosures contained in the Registration Statement and Statement, the Prospectus or any Issuer Free Writing Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

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. All conditions for the use of Form S-3 to register the Securities under the Securities Act have been satisfied. 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 and supporting schedules of statements, including the Company notes thereto, 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, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting 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 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 cash flows and results of their operations for the periods specifiedspecified of the Company and its Subsidiaries; except as otherwise stated in the Registration Statement and the Prospectus, such said consolidated financial statements have been prepared in all material respects in conformity with GAAP U.S. GAAP, applied on a consistent basis and otherwise have been prepared in accordance with throughout the financial statement requirements of Rule 3-09 under the 1934 Actperiods involved. To the knowledge of the Company, the consolidated No other financial statements of Sonae Sierra Brazil BV Sarl (“SSB”) and its consolidated subsidiaries, if any, incorporated by reference into or supporting schedules are required to be included in the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projections), present fairly, in all material respectsby the Securities Act, the consolidated Exchange Act or the Rules and Regulations. The other 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 statistical information included or incorporated by reference in the Registration Statement and the Prospectus, such including the selected consolidated financial statements data set forth under the caption “Capitalization and Indebtedness” in the Prospectus present fairly the information included therein and 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 basis consistent basis and otherwise have been prepared in all material respects in accordance with that of 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 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 statements that are included or incorporated by reference in the Registration Statement and the Prospectus fairly presents and the information called for in all material respects books and records of the Company. There has not been prepared in all material respects in accordance with any reportable event (within the Commission’s rules meaning of National Instrument 51-102 – Continuous Disclosure Obligations) between the Company and guidelines applicable theretoits auditors.

Financial Statements. (a) The consolidated financial statements and supporting schedules balance sheets of the Company included inBorrower and its Consolidated Subsidiaries as at May 31, or incorporated by reference into, the Registration Statement 2005 and the Prospectus (related consolidated statements of operations, changes in each case, other than any pro forma financial information equity 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 cash flows for the periods specified; except as otherwise stated in fiscal year ended May 31, 2005, including the Registration Statement related notes, accompanied by the opinion and report thereon of Deloitte & Touche LLP, independent public accountants, heretofore delivered to the ProspectusBanks, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting 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 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 generally accepted accounting principles (including the notes theretoi) of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly, in all material respects, the information set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 and projections) present fairly, in all material respects, the consolidated financial position of DDRM the Borrower and its Consolidated Subsidiaries as at the date of said balance sheets and (ii) the consolidated subsidiaries as results of the dates indicated operations of the Borrower and its Consolidated Subsidiaries for said fiscal year. The Borrower has no material liabilities (contingent or otherwise) of the results of their operations for the periods specified; except as otherwise stated type required to be disclosed in financial statements or footnotes which are not disclosed by or reserved against in the Registration Statement most recent audited financial statements or in the notes thereto other than (i) Indebtedness incurred and (ii) loan and guarantee commitments issued in each case by the Prospectus, Borrower in the ordinary course of business since the date of such financial statements. All such financial statements have been prepared in all material respects in conformity accordance with GAAP generally accepted accounting principles applied on a basis consistent basis and otherwise with prior periods, except as disclosed therein. The same representations as are set forth in this Section 4.02 shall be deemed to have been prepared made by the Borrower in accordance with the financial statement requirements of Rule 3-09 under the 1934 Act. To the knowledge respect of the Company, the consolidated most recent annual and quarterly financial statements of Sonae Sierra Brazil BV Sarl (“SSB”) the Borrower and its consolidated subsidiaries, if any, incorporated Consolidated Subsidiaries (except that the annual opinion and report of Deloitte & Touche LLP may be replaced by reference into an opinion and report of another nationally recognized firm of independent public accountants) furnished or required to be furnished to the Registration Statement and Banks prior to or at the Prospectus (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 time of the dates indicated and making of each Loan hereunder, at the results of their operations for time 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 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, same are furnished or required to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretobe furnished.

Financial Statements. The consolidated financial statements and supporting schedules of the Company included in, in or incorporated by reference intointo the Registration Statement, the Registration Statement Prospectus and the Prospectus General Disclosure Package, together with the related financial statement schedule and notes, present fairly (in each case, other than any pro forma financial information and projections1) present fairly, in all material respects, the financial position of the Company Company, the Operating Partnership and its their respective consolidated subsidiaries as of Subsidiaries at the dates indicated indicated; and (2) the results of operations, equity and cash flows of the Company, the Operating Partnership and their operations respective consolidated Subsidiaries for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said financial statements have been prepared from the books and records of the Company, the Operating Partnership and their respective consolidated Subsidiaries in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; basis throughout the periods involved. The related financial statement schedule incorporated by reference into the Registration Statement, the Prospectus and General Disclosure Package, when considered in relation to the supporting schedulesbasic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information required to be stated therein. The selected financial data included in the Registration Statement, the Prospectus and General Disclosure Package present fairly the information set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included in the Registration Statement, Prospectus and General Disclosure Package. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated therein. The selected financial data and the summary financial information of the Company included in, or incorporated by reference intoStatement, 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, General Disclosure Package 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 therein, have been prepared, prepared in all material respects, conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 under the Exchange Act of Regulation S-X with respect to real estate operations acquired or to be acquired. The In addition, any pro forma financial statements and the other pro forma financial information (including the related notes thereto) of the Company included in, thereto set forth in or incorporated by reference intoin the Registration Statement, the Registration Statement and General Disclosure Package or the Prospectus present fairly, in all material respects, fairly the information set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. To the knowledge of the Company, the consolidated All non-GAAP financial statements and supporting schedules of DDRM Properties LLC (“DDRM”) measures included in or incorporated by reference into the Registration Statement Statement, the Prospectus and the Prospectus (in each case, other than any pro forma financial information 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 Statement 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 General Disclosure Package comply with the financial statement requirements of Rule 3-09 under the 1934 Act. To the knowledge of the Company, the 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 (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 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 of the Securities Act, Act Regulations to the extent applicablesuch rules are applicable to such financial statements. The interactive data Other than the historical financial statements and financial statement schedule relating thereto and the pro forma financial statements, if any, included in eXtensible Business Reporting Language included or incorporated by reference in into the Registration Statement Statement, the Prospectus and the Prospectus fairly presents General Disclosure Package, no other historical or pro forma financial statements (or schedules) are required by the information called for Act or the Securities Act Regulations to be included therein or in all material respects and has been prepared in all material respects in accordance any document required to be filed with the Commission’s rules and guidelines applicable theretoCommission under the Exchange Act or the Exchange Act Regulations.

Financial Statements. The consolidated Company’s financial statements and supporting schedules of included in the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement Statutory Prospectus and the Prospectus (in each caseFinal Prospectus, other than any pro forma financial information together with the related schedules and projections) notes, present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated shown therein and the their results of their operations operations, stockholders’ equity and cash flows for the periods specified; except as otherwise stated in the Registration Statement shown therein, and the Prospectus, 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; the financial statements of Access Physicians Management Services Organization, LLC (“Access Physicians”) included in the Registration Statement, the Statutory Prospectus and the supporting Final Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of Access Physicians and its affiliated companies as of the dates shown therein and their results of operations, members’ equity and cash flows for the periods shown therein, and such financial statements have been prepared in conformity with GAAP applied on a consistent basis; the schedules, if any, included in, or incorporated by reference into, the in each Registration Statement and the Prospectus present fairly in all material respects the information required to be stated therein. The selected financial data and ; the summary financial information of assumptions used in preparing 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 included in the Registration Statement, the Statutory Prospectus and the other Final Prospectus provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts; the pro forma financial information (including statements included in the notes thereto) of the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement Statutory Prospectus and the Final Prospectus present fairly, in all material respects, the information set forth therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines guidance with respect to pro forma financial statements and have been properly compiled on the basis described therein information; and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including included in the notes thereto) are reasonable Registration Statement, the Statutory Prospectus and the Final Prospectus have been prepared on a basis consistent with such historical financial statements, except for the pro forma adjustments used therein are appropriate specified therein, include all material adjustments to the historical financial data required by Rule 11-02 of Regulation S-X to reflect the transactions and events described therein, and give effect to the transactions or circumstances referred to therein. To the knowledge of the Company, the consolidated financial statements assumptions made on a reasonable basis 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 and projections) good faith 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 Statement and the Prospectus, such financial statements have been prepared fairly in all material respects in conformity with GAAP applied on a consistent basis the historical and otherwise have been prepared in accordance with proposed transactions contemplated by the financial statement requirements of Rule 3-09 under the 1934 Act. To the knowledge of the CompanyRegistration Statement, the consolidated financial statements of Sonae Sierra Brazil BV Sarl (“SSB”) and its consolidated subsidiaries, if any, incorporated by reference into the Registration Statement Statutory Prospectus and the Prospectus (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 Final 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 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and supporting schedules (including the related notes thereto) of the Company and its consolidated subsidiaries included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Pricing Disclosure Package and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; except as otherwise stated in the Registration Statement and the Prospectusdisclosed therein, said such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; basis throughout the periods covered thereby, and the any supporting schedules, if any, schedules included in, or incorporated by reference into, in the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated therein. The selected financial data ; and the summary other financial information of the Company included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Pricing Disclosure Package and the Prospectus (in each case, other than any has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly the information shown thereby; and the 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 related notes thereto included in, or incorporated by reference intoin the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The financial statements (including the related notes thereto) of certain revenues SPTS Technologies Group Limited (“SPTS”) and expenses of the properties acquired or proposed to be acquired by the Company, if any, its consolidated subsidiaries included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Pricing Disclosure Package and the Prospectus present fairly comply 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 Securities Act and the Exchange Act with respect to real estate operations acquired or to be acquired. The pro forma financial statements Act, as applicable, and present fairly 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 and projections) present fairly, in all material respects, the consolidated financial position of DDRM SPTS and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; except as otherwise stated in the Registration Statement and the Prospectusdisclosed therein, such financial statements have been prepared in all material respects in conformity with GAAP generally accepted accounting principles in the United States 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 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 (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 throughout the periods specified; except as otherwise stated in the Registration Statement covered thereby, 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 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 any supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus present fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretoinformation required to be stated therein.

Financial Statements. The consolidated historical financial statements (including the related notes and supporting schedules of schedules) included in the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement Pricing Disclosure Package and the Prospectus (in each case, other than and any pro forma financial information and projectionsamendment or supplement thereto) present fairly, comply as to form in all material respects, respects with the financial position requirements of Regulation S-X under the Company Securities Act 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, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting 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 financial condition, results of operations and cash flows of the entities purported to be stated shown thereby at the dates and for the periods indicated and have been prepared in conformity with accounting principles generally accepted in the United States applied on a consistent basis throughout the periods indicated, except to the extent disclosed therein. The selected summary historical financial and operating data included under the caption “Summary—Summary Historical and Pro Forma Financial and Operating Data” in the summary financial information of the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement Pricing Disclosure Package and the Prospectus (in each case, other than and any amendment or supplement thereto) and the selected historical and pro forma financial information and projectionsoperating data set forth under the caption “Selected Historical and Pro Forma Financial and Operating Data” included in the Registration Statement, the Pricing Disclosure Package and the Prospectus (and any amendment or supplement thereto) present fairly, is accurately presented in all material respects, the information shown therein 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, except as described therein. The other financial information of the audited Partnership (or its predecessor for accounting purposes), including non-GAAP financial statements of measures contained in the Company included in, or incorporated by reference intoRegistration Statement, 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 Pricing Disclosure Package and the Prospectus present has been derived from the accounting records of the Partnership Entities or their predecessors for accounting purposes, fairly presents in all material respects the information 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 purported to be acquired. The pro forma financial statements shown thereby 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 defined by the rules and regulations of the Commission), if any, comply complies with Regulation G under of the Exchange Act and Item 10 of Regulation S-K under of the Securities Act, to the extent applicable. The interactive data There are no financial statements (historical or pro forma) that are required to be included in eXtensible Business Reporting Language the Registration Statement, the Pricing Disclosure Package and the Prospectus that are not so included as required and the Partnership Entities do not have any material liabilities or incorporated by reference obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package 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 theretoProspectus.

Financial Statements. The consolidated financial statements and supporting schedules the related notes thereto of the Company and, to the knowledge of the Company, the Acquired Company included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Pricing Prospectus and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of each of (i) the Company and its consolidated subsidiaries and (ii) the Acquired Company and its subsidiaries, as applicable, in each case as of the dates indicated indicated, and the results of their respective operations and the changes in their respective cash flows for the periods specified; except as otherwise stated in such financial statements, including, to the Registration Statement and knowledge of the ProspectusCompany, said the financial statements of the Acquired Company, have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; basis throughout the periods covered thereby, and the supporting schedules, if any, schedules included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Pricing Prospectus and the Prospectus Prospectus, including, to the knowledge of the Company, those of the Acquired Company, present fairly in all material respects the information required to be stated therein. The selected financial data and ; the summary pro forma financial information of the Company Company, and the related notes thereto, included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Pricing Prospectus and the Prospectus (in each case, other than any pro forma financial information and projections) fairly 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 therein, has been prepared, in all material respects, prepared in accordance with the applicable financial statement requirements of Rule 3Regulation S-14 X under the Exchange Act with respect to real estate operations acquired or to be acquired. The pro forma financial statements and provide a reasonable basis for presenting the other pro forma financial information (including the notes thereto) significant effects of the Company included in, or incorporated by reference into, the Registration Statement transactions and the Prospectus present fairly, in all material respects, the information set forth circumstances referred to therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in preparation thereof, in the preparation reasonable judgment of such the Company’s management and subject to the qualifications contained therein, are reasonable; the related pro forma financial statements adjustments give appropriate effect to the assumptions made and other the pro forma financial information (including reflects the notes thereto) are reasonable proper application of such adjustments to the corresponding historical financial information in accordance with Regulation S-X under the Exchange Act; the other financial information of the Company and the adjustments used therein are appropriate to give effect to the transactions Acquired Company included or circumstances referred to therein. To the knowledge of the Company, the consolidated financial statements and supporting schedules of DDRM Properties LLC (“DDRM”) incorporated by reference into in the Registration Statement Statement, the Pricing Prospectus and the Prospectus (in each casehas been derived from the accounting records of the Company and its subsidiaries or the Acquired Company and its subsidiaries, other than any pro forma as applicable, and presents fairly the information shown thereby; and all non-GAAP financial information 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 included or incorporated by reference in the Registration Statement Statement, the Pricing Prospectus 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 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 (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 complies 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 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 as applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and supporting schedules of the Company included inand the financial statements of each entity acquired by the Company (each, or incorporated by reference intoan “Acquired Entity”), including the schedules and notes thereto, filed as part of the Registration Statement and those included in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the financial position of the Company Company, and its consolidated subsidiaries and each Acquired Entity as of the dates date indicated and the results of their operations its operations, stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries and each Acquired Entity for the periods specified; except as otherwise stated in the Registration Statement 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; basis and comply with the requirements of Regulation S-X promulgated by the Commission. Deloitte & Touche LLP, whose report is filed with the Commission as a part of the Registration Statement, are, with respect to the Company and its subsidiaries, an independent registered public accounting firm within the meaning of the Securities Act and the supporting schedules, if any, included in, or incorporated by reference into, Regulations and has been registered with the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated thereinPublic Company Accounting Oversight Board. The selected financial data and the summary financial information of the Company included in, or incorporated by reference into, the Registration Statement and in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, fairly 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, in the Registration Statement Statement. The pro forma financial statements and the Prospectus. The statements of certain revenues and expenses of the properties acquired or proposed to be acquired by the Company, if any, related notes thereto included in, or incorporated by reference into, in 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 set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis bases described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. 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 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 Statement 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 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 (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 or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply with Regulation G under of the Securities Exchange Act of 1934 (the “Exchange Act”) and Item 10 of Regulation S-K under of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and supporting schedules of the Company and the Acquired Company included in, or incorporated by reference into, in the Registration Statement General Disclosure Package and the Prospectus Offering Memorandum, together with the related schedules (in each caseif any) and notes thereto, other than any pro forma financial information and projections) present fairly, in all material respects, the financial position of the Company and its the Acquired Company, respectively, and their respective consolidated subsidiaries as of at the dates indicated and the results of operations, changes in stockholders’ equity and cash flows of the Company and the Acquired Company, respectively, and their operations respective consolidated subsidiaries for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said . All of such financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) , applied on a consistent basis; basis throughout the periods involved, and comply in all material respects with all applicable accounting requirements under the 1933 Act and the supporting schedules1933 Act Regulations, if anyor the 1934 Act and the 1934 Act Regulations, as applicable. All of such financial statements of the Acquired Company have been prepared in conformity with GAAP, applied on a consistent basis throughout the periods involved, and comply in all material respects with all applicable requirements under Rule 3-05 of Regulation S-X of the Commission. The historical financial information relating to the Company and the Acquired Company and their respective consolidated subsidiaries in the Preliminary Offering Memorandum and the Offering Memorandum under the captions “Summary Historical Consolidated Financial Information of Beacon” and “Summary Historical Combined Financial Information of Allied” presents fairly, in all material respects, the information shown therein and has been prepared on a basis consistent with that of the audited financial statements of the Company and the Acquired Company and their respective consolidated subsidiaries included in, or incorporated by reference into, in the Registration Statement General Disclosure Package and the Prospectus present fairly in all material respects the information required to be stated thereinOffering Memorandum. The 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 statements and projections) the related notes thereto included in the Preliminary Offering Memorandum and the Offering Memorandum under the caption “Unaudited Pro Forma Condensed Combined Financial Information” present fairly, in all material respects, the 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 prepared 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein statements, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the pro forma adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. To The pro forma information appearing in the knowledge of the Company, the consolidated financial statements and supporting schedules of DDRM Properties LLC (“DDRM”) incorporated by reference into the Registration Statement Preliminary Offering Memorandum and the Prospectus (in each case, other than any pro forma financial information and projections) present Offering Memorandum under the caption “Summary Unaudited Pro Forma Condensed Combined Financial Information” presents 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 Statement 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 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 (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 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects shown therein and has been prepared on a basis consistent with that of the pro forma financial statements included in all material respects in accordance with the Commission’s rules Preliminary Offering Memorandum and guidelines applicable theretothe Offering Memorandum.

Financial Statements. The December 31, 2001 and the September 30, 2002 consolidated financial statements and supporting schedules of the Company included in, or incorporated by reference into, Borrower and its Subsidiaries heretofore delivered to the Registration Statement Lenders were prepared in accordance with Agreement Accounting Principles in effect on the date such statements were prepared and fairly present the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date 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 Prospectusperiod then ended. The March 31, said 2002 consolidated pro forma financial statements have been of FASCO heretofore delivered to the Lenders were prepared as special purpose audits in conformity accordance with generally accepted accounting principles in effect on the United States (“GAAP”) applied on a consistent basis; and date such statements were prepared and, subject to the supporting 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 assumptions stated therein. The 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) fairly 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. To the knowledge of the Company, the consolidated financial statements condition and supporting schedules operations of DDRM Properties LLC (“DDRM”) incorporated by reference into the Registration Statement FASCO at such date and the Prospectus (in each case, other than any pro forma financial information 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 Statement 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 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 (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 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 applicableperiod then ended. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Opening Pro Forma Statements are complete and the Prospectus fairly presents the information called for accurate in all material respects and has been prepared in all material respects fairly represent pro forma financial condition and operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with generally accepted accounting principles in effect on the Commission’s rules date such statements were prepared and guidelines applicable theretoafter giving effect on a pro forma basis to (i) the consummation of the FASCO Acquisition, (ii) the Advances to be made hereunder and the use of proceeds thereof, (iii) the payment of fees and expenses in connection with the foregoing and (iv) the other transactions contemplated by the FASCO Acquisition and the FASCO Acquisition Documents. The Opening Projections are based on good faith estimates and assumptions made by the management of the Borrower, and there are no statements or conclusions in the Opening Projections which are based upon or include information known to the Borrower to be misleading or which fail to take into account material information regarding the matters reported therein. On the date of the initial Advance hereunder and on the date of the consummation of the FASCO Acquisition, the Borrower believes that the Opening Projections are reasonable and attainable, it being understood that uncertainty is inherent in any forecasts or projections.

Financial Statements. The consolidated financial statements and supporting schedules of the Company included in, or incorporated by reference intoin the Registration Statement, the Registration Statement General Disclosure Package and the Prospectus Prospectus, together with the related schedules (in each caseif any) and notes, 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 at the dates indicated and the results of their operations operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; except as otherwise stated to the best knowledge of the Company, the financial statements of each of MGE and Alagasco included in the Registration Statement Statement, the General Disclosure Package and the Prospectus, said together with the related schedules (if any) and notes, present fairly, in all material respects, the financial position of MGE and Alagasco, respectively, at the dates indicated and the results of operations, changes in equity and cash flows of MGE and Alagasco, respectively, for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP applied on a consistent basis; basis throughout the periods involved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, as applicable. The supporting schedules, if any, schedule included in, or incorporated by reference into, in the Registration Statement and the Prospectus present fairly presents fairly, in all material respects respects, in accordance with GAAP, the information required to be stated therein. The selected financial data and information in the summary financial information of the Company included in, or incorporated by reference into, the Registration Statement Pre-Pricing Prospectus and the Prospectus (in each case, other than any pro forma financial information under the captions “Summary Historical and projections) present Pro Forma Financial Information—Our Summary Historical Financial Information” presents fairly, in all material respects, the information shown therein and have has been compiled on a basis consistent with that of the audited financial statements of the Company included in, or incorporated by reference intoin the Registration Statement, the Registration Statement General Disclosure Package 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 related notes thereto included in the notes thereto) of the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement General Disclosure Package and the Prospectus present fairly, in all material respects, the information set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis bases described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. To ; and the knowledge of information appearing in the Company, the consolidated financial statements and supporting schedules of DDRM Properties LLC (“DDRM”) incorporated by reference into the Registration Statement Pre-Pricing Prospectus and the Prospectus (in each case, other than any pro forma financial information under the caption “Summary Historical and projections) present Pro Forma Financial Information—Summary Unaudited Pro Forma Financial Information” presents fairly, in all material respects, the consolidated financial position of DDRM information shown therein and its consolidated subsidiaries as has been compiled on a basis consistent with that of the dates indicated and the results of their operations for the periods specified; except as otherwise stated pro forma financial statements included in the Registration Statement Statement, the General Disclosure Package and the Prospectus. No other pro forma financial statements, such and no 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 any entity or business other than the Company, the consolidated financial statements of Sonae Sierra Brazil BV Sarl (“SSB”) MGE and its consolidated subsidiariesAlagasco, if any, 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 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 are required to be included in the Registration Statement and Statement, the General Disclosure Package or 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 defined by in the rules and regulations of the Commission), if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus comply with Regulation G under the Exchange Act and Item 10 10(e) of Regulation S-K under of the Securities ActCommission, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated historical financial statements and supporting schedules of the Company included in, or incorporated by reference intoin each Registration Statement, the Registration Statement General Disclosure Package and the Final Prospectus (in each case, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates indicated shown and the their results of their operations and cash flows of the Company and its Subsidiaries for the periods specified; except shown. Except as otherwise stated disclosed in the Registration Statement General Disclosure Package 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; and the supporting 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 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement and the Final Prospectus, such financial statements comply as to form in all material respects with the applicable accounting requirements of Regulation S-X and have been prepared in all material respects in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise stated therein. The unaudited pro forma financial statements and otherwise the related notes thereto included under the heading “Pro Forma Consolidated and Combined Financial Statements” in the Preliminary Prospectus present fairly in all material respects the information contained therein and have been prepared properly presented on the bases described therein, and the assumptions used in accordance the preparation thereof are reasonable and the adjustment used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma adjustments comply as to form in all material respects with the financial statement applicable accounting requirements of Rule 311-09 02 of Regulation S-X under the 1934 ActSecurities Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. To BDO USA, LLP has certified the knowledge of the Company, the consolidated audited financial statements of Sonae Sierra Brazil BV Sarl (“SSB”) the Company included in the Registration Statement, General Disclosure Package and the Final Prospectus, and is an independent registered public accounting firm with respect to the Company and its consolidated subsidiaries, if any, incorporated Subsidiaries within the Rules and Regulations and as required by reference into the Act and the applicable rules and guidance from the Public Company Accounting Oversight Board (United States). The other financial and statistical data included in the Registration Statement Statement, the General Disclosure Package and the Final Prospectus (in each case, other than any pro forma financial information under the captions “Summary Historical Consolidated Financial Data” and projections), “Selected Historical Consolidated Financial Data” present fairly, in all material respects, the consolidated information shown therein and such data has been compiled on a basis consistent with the financial position of SSB statements presented therein and its consolidated subsidiaries as the books and records of the dates indicated and 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 results meaning of their operations for the periods specified; except as otherwise stated Financial Accounting Standards Board Interpretation No. 46), not disclosed in the Registration Statement Statement, the General Disclosure Package and the Final 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 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and supporting schedules the related notes thereto of the Company and its consolidated subsidiaries and of Aguas de Panamá, S.A., included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Time of Sale Information and the Prospectus (or any wrapper or supplement prepared in each case, other than any pro forma financial information and projections) present fairly, connection with the distribution of the Directed Shares comply in all material respectsrespects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), as applicable, and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries and Aguas de Panamá, S.A. as of the respective dates indicated and the results of their respective operations and the changes in their respective cash flows for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said financial statements of the Company and its consolidated subsidiaries have been prepared in conformity with generally accepted accounting principles in The Netherlands (“Dutch GAAP”) and the financial statements of Aguas de Panamá, S.A. have been prepared in conformity with International Financial Reporting Standards (“IFRS”) and, in each case, such financial statements contain all required reconciliations to accounting principles generally accepted in the United States (“U.S. GAAP”) as required by the applicable accounting requirements of the Securities Act and the Exchange Act, in each case applied on a consistent basis; basis throughout the periods covered thereby, and the supporting schedules, if any, schedules included in, or incorporated by reference into, in the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated therein. The selected ; the other financial data information included in the Registration Statement, the Time of Sale Information and the summary financial information Prospectus or any wrapper or supplement prepared in connection with the distribution of the Directed Shares has been derived from the accounting records of the Company included inand its consolidated subsidiaries or Aguas de Panamá, or incorporated by reference intoS.A., as the Registration Statement case may be, 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 presents 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 shown thereby; 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 related notes thereto included in the Registration Statement Statement, the Time of Sale Information and the Prospectus, such financial statements have been prepared in all material respects in conformity with GAAP applied on a consistent basis and otherwise Prospectus have been prepared in accordance with the financial statement applicable requirements of Rule 3-09 under the 1934 Act. To the knowledge of the Company, the consolidated financial statements of Sonae Sierra Brazil BV Sarl (“SSB”) and its consolidated subsidiaries, if any, incorporated by reference into the Registration Statement Securities Act and the Prospectus (in each caseExchange Act, other than any pro forma financial information and projections), present fairlyas applicable, 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 assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Time of Sale Information 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 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated historical financial statements and supporting schedules of the Company included in, or and incorporated by reference into, in the Registration Statement and the Prospectus (in each caseProspectus, other than any pro forma financial information together with the related schedules and projections) notes, present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of at the dates indicated and the results statements of their operations operations, shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, 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; basis throughout the periods involved. To the Company’s knowledge, the historical financial statements of the Golden Gallon Group, together with the related schedules and the supporting schedulesnotes, if any, included in, or incorporated by reference intoin the Registration Statement and the Prospectus, present fairly the financial position of the Golden Gallon Group at the dates indicated and the statements of income, Royal Ahold stated invested equity and cash flows of the Golden Gallon Group for the periods specified; said financial statements have been prepared in conformity with United States GAAP applied on a consistent basis throughout the periods involved. The selected historical financial data and the summary historical financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated therein. The 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, in the Registration Statement and the Prospectus. The pro forma financial statements of certain revenues and expenses pro forma financial information of the properties acquired or proposed to be Company, its subsidiaries and entities acquired by the Company, if anyCompany or its subsidiaries and the related notes thereto, included in, or and incorporated by reference into, in the Registration Statement and the Prospectus 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 set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and pro forma financial information and have been properly compiled on the basis bases described therein therein, and the Company believes that the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. To the knowledge of the Company, the consolidated All financial statements and supporting schedules of DDRM Properties LLC (“DDRM”) incorporated by reference into pro forma financial statements required to be included in the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respectspursuant to the 1933 Act, the consolidated financial position of DDRM 1933 Act Regulations and its consolidated subsidiaries as of the dates indicated and the results of their operations for the periods specified; except as otherwise stated Regulation S-X have been included in the Registration Statement 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 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 (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 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and supporting schedules (including the related notes thereto) of the Company and its consolidated subsidiaries included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Pricing Disclosure Package and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified, it being understood that unaudited interim financial statements are subject to normal year-end adjustments; except as otherwise stated in the Registration Statement and the Prospectus, said such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; basis throughout the periods covered thereby, except as may be otherwise specified therein or to the extent unaudited interim financial statements exclude footnotes or may be condensed or summary statements, and the any supporting schedules, if any, schedules included in, or incorporated by reference into, in the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated therein. The selected financial data ; and the summary other financial information of the Company included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Pricing Disclosure Package and the Prospectus (in each case, other than any pro forma financial information has been derived from the accounting records of the Company and projections) present fairly, in all material respects, its consolidated subsidiaries and presents fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of the Company thereby; all disclosures 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 CompanyStatement, the 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 (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 Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply with Regulation G under of the Exchange Act and Item 10 of Regulation S-K under of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language ; and the pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has have been prepared in all material respects in accordance with the Commission’s rules applicable requirements of the Securities Act and guidelines applicable theretothe Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Financial Statements. The consolidated financial statements and supporting schedules of the Company -------------------- and its consolidated subsidiaries included in, or incorporated by reference into, in the Registration Statement and the Prospectus (in each caseProspectuses, other than any pro forma financial information and projections) together with the related notes, present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of at the dates indicated and the results statement of their operations income, changes in stockholder's equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; except as otherwise stated in the Registration Statement 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; and basis throughout the supporting schedules, if any, included in, or incorporated by reference into, periods involved (except as may be indicated in the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated thereinnotes thereto). The selected financial data and the summary financial information of included in 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) Prospectuses present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of the Company and its consolidated subsidiaries included inin the Registration Statement. To the best of the Company's knowledge, or incorporated by reference into, the financial statements of GENSAR and its consolidated subsidiaries included in the Registration Statement and the Prospectus. The statements of certain revenues and expenses of Prospectuses, together with the properties acquired or proposed to be acquired by the Companyrelated notes, 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 preparedfairly, in all material respects, the financial 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 accordance conformity with GAAP applied on a consistent basis throughout the applicable financial statement requirements of Rule 3-14 under periods involved (except as may be indicated in the Exchange Act with respect to real estate operations acquired or to be acquirednotes thereto). The pro forma financial statements and the other pro forma financial information (including the related notes thereto) of the Company thereto included in, or incorporated by reference into, in the Registration Statement and the Prospectus Prospectuses present fairly, in all material respects, the information set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s 's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis bases described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. 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 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 Statement 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 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 (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 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated historical financial statements and supporting schedules of the Company included in, or incorporated by reference intoin each Registration Statement, the Registration Statement General Disclosure Package and the Final Prospectus (in each case, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates indicated shown and the their results of their operations and cash flows of the Company and its Subsidiaries for the periods specified; except shown. Except as otherwise stated disclosed in the Registration Statement General Disclosure Package 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; and the supporting 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 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement and the Final Prospectus, such financial statements comply as to form in all material respects with the applicable accounting requirements of Regulation S-X and have been prepared in all material respects in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise stated therein. The unaudited pro forma financial statements and otherwise the related notes thereto included under the heading “Pro Forma Consolidated and Combined Financial Statements” in the Preliminary Prospectus present fairly in all material respects the information contained therein and have been prepared properly presented on the bases described therein, and the assumptions used in accordance the preparation thereof are reasonable and the adjustment used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma adjustments comply as to form in all material respects with the financial statement applicable accounting requirements of Rule 311-09 02 of Regulation S-X under the 1934 ActSecurities Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. To KPMG LLP has certified the knowledge of the Company, the consolidated audited financial statements of Sonae Sierra Brazil BV Sarl (“SSB”) the Company included in the Registration Statement, General Disclosure Package and the Final Prospectus, and is an independent registered public accounting firm with respect to the Company and its consolidated subsidiaries, if any, incorporated Subsidiaries within the Rules and Regulations and as required by reference into the Act and the applicable rules and guidance from the Public Company Accounting Oversight Board (United States). The other financial and statistical data included in the Registration Statement Statement, the General Disclosure Package and the Final Prospectus (in each case, other than any pro forma financial information under the captions “Summary Historical and projections), Pro Forma Consolidated and Combined Financial Data and “Selected Historical and Pro Forma Consolidated and Combined Financial Data” present fairly, in all material respects, the consolidated information shown therein and such data has been compiled on a basis consistent with the financial position of SSB statements presented therein and its consolidated subsidiaries as the books and records of the dates indicated and 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 results meaning of their operations for the periods specified; except as otherwise stated Financial Accounting Standards Board Interpretation No. 46), not disclosed in the Registration Statement Statement, the General Disclosure Package and the Final 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 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements statements, together with the related notes and supporting schedules of the Company schedules, included in, or incorporated by reference into, in the Registration Statement and or the Final Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, fairly the financial position condition of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates indicated thereof and the results of their operations operations, cash flows and changes in stockholders’ equity of the Company and its consolidated Subsidiaries for the respective periods specified; except as otherwise stated in the Registration Statement covered thereby, and the Prospectus, said financial statements have been prepared in all material respects in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; basis throughout the entire period involved. No other financial statements or schedules (historical or pro forma) are required by the Act, the Exchange Act, the Exchange Act Rules and Regulations or the supporting schedules, if any, Rules and Regulations to be included in, or incorporated by reference intoin the Registration Statement or the Final Prospectus. To the extent applicable, any pro forma financial statements, information or data included or incorporated by reference in the Registration Statement and the Final Prospectus present fairly comply in all material respects with the information required to be stated therein. The selected financial data and the summary financial information requirements of Regulation S-X of the Company included inAct, or incorporated by reference intoincluding, the Registration Statement and the Prospectus (in each casewithout limitation, other than any pro forma financial information and projections) Article 11 thereof, fairly 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation of such pro forma financial statements and other data are reasonable, the pro forma financial information (including the notes thereto) are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to thereintherein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. To PricewaterhouseCoopers LLP (the knowledge of the Company“Accountants”), who have reported on the consolidated financial statements and supporting schedules of DDRM Properties LLC the Company, are and, during the periods covered by their report were, an independent registered public accounting firm with respect to the Company within the meaning of, and as required by, the Act, the Rules and Regulations and the Public Company Accounting Oversight Board (United States) (“DDRMPCAOB”) ). The other financial and statistical data included and 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 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 Statement and the Prospectus, such Final Prospectus present accurately and fairly the information shown therein and have been compiled on a basis consistent with the audited 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 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 (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 Final Prospectus and the International Accounting Standards Board applied on a consistent basis books and otherwise have been prepared in all material respects in accordance with records of the financial statement requirements of Rule 3-09 under the Exchange ActCompany. All disclosures contained in the Registration Statement Statement, the General Disclosure Package and the Final Prospectus regarding “non-GAAP financial measures” (as such term is defined by in the rules Rules and regulations of the Commission), if any, Regulations) comply with Regulation G under of the Exchange Act and Item 10 10(e) of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Final 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 and supporting schedules of the Company included in, or incorporated by reference intofiled with the Commission as a part of the Registration Statement, the Registration Statement Time of Sale Prospectus and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, fairly the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said . Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis; and basis throughout the supporting schedulesperiods involved, if any, included in, or incorporated by reference intoexcept as may be expressly stated in the related notes thereto. The financial statements of Molecular filed with the Commission as a part of the Registration Statement, the Registration Statement Time of Sale Prospectus and the Prospectus present fairly the consolidated financial position of Molecular and its subsidiaries as of the dates indicated and the results of their operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied 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 fairly presents the information called for in all material respects and has been prepared in accordance with the information required to be stated thereinCommission’s rules and guidelines applicable thereto. The 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 consolidated financial statements of the Company included in, or and its subsidiaries and the related notes thereto incorporated by reference intoin the Registration Statement, the Registration Statement and the Prospectus. The statements Time of certain revenues and expenses of the properties acquired Sale Prospectus 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 set forth contained therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled presented on the basis bases described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. To the knowledge The Company’s ratios of the Company, the consolidated financial statements and supporting schedules of DDRM Properties LLC (“DDRM”) earnings to fixed charges incorporated by reference into in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (have been calculated in each case, compliance with Item 503(d) of Regulation S-K under the Securities Act. No other than any pro forma financial information 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 statements or supporting schedules are required to be included in the Registration Statement and Statement, the Time of Sale Prospectus or 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 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 (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 Statement, any preliminary prospectus, the Prospectus regarding “and any free writing prospectus that constitute non-GAAP financial measures” measures (as such term is defined by the rules and regulations of under the Commission), if any, Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent as applicable. The interactive 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 in eXtensible Business Reporting Language included or incorporated by reference in filed with the Commission as a part of the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretoProspectus.

Financial Statements. The consolidated historical financial statements and supporting schedules of included in the Company included inPreliminary Prospectus, or incorporated by reference into, the Prospectus and the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, fairly the financial position condition, results of operations and cash flows of the Company and its consolidated subsidiaries entities purported to be shown thereby on the basis shown therein as of the dates indicated and the results of their operations for the periods specified; except indicated, comply as otherwise stated in to form with the Registration Statement applicable accounting requirements of the Act 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; basis throughout the periods involved (except as otherwise noted therein). The summary historical and pro forma financial and operating information set forth in the supporting schedulesPreliminary Prospectus, if any, included in, or incorporated by reference into, the Prospectus and the Registration Statement under the caption “Summary—Summary Historical and Pro Forma Financial and Operating Data” and the selected historical and pro forma financial and operating information set forth under the caption “Selected Historical and Pro Forma Financial and Operating Data” in the Preliminary Prospectus, the Prospectus present fairly and Registration Statement is accurately presented in all material respects the information required to be stated therein. The 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 prepared on a basis consistent with that of the audited and unaudited historical financial statements of the Company included inand pro forma financial statements, or incorporated by reference intoas applicable, 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 from which it has 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 acquiredderived. The pro forma financial statements included in the Preliminary Prospectus, the Prospectus and the other pro forma financial information (including the notes thereto) of the Company included in, or incorporated by reference into, 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 Prospectus present fairly, pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in all material respects, the information set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on included in the basis described therein Preliminary Prospectus, the Prospectus and the assumptions used in the preparation of such Registration Statement. The pro forma financial statements and other pro forma financial information (including included in the notes thereto) are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. To the knowledge of the CompanyPreliminary Prospectus, the consolidated financial statements Prospectus 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 and projections) present fairly, in all material respects, the consolidated financial position of DDRM and its consolidated subsidiaries comply 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 to form in all material respects in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the financial statement applicable accounting requirements of Rule 3-09 under the 1934 Act. To the knowledge of the Company, the 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 (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 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 X under the Securities Act, Act and the pro forma adjustments have been properly applied to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference historical amounts 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 theretocompilation of those statements.

Financial Statements. The audited 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 Subsidiaries, together with related notes and schedules, and the unaudited consolidated subsidiaries as financial statements of the dates indicated Company and its Subsidiaries, 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 their operations and changes in cash flows of the Company and its Subsidiaries, on a consolidated basis, at the indicated dates and for the indicated periods specified; except as otherwise stated in and comply with the Registration Statement requirements of the Securities Act and the Prospectus, said financial statements Rules and Regulations thereunder. The Company Financial Statements have been prepared in conformity accordance with generally accepted accounting principles principles, consistently applied 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 United States (“GAAP”) applied on a consistent basis; aggregate, will be material. The financial statement schedules and the supporting schedulessummary, if anyselected and statistical financial information and data, and related notes thereto, included inin any Preliminary Prospectus, or incorporated by reference into, the Prospectus and the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated and data shown therein. The 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 the Company Financial Statements included therein and comply with the requirements of the audited financial statements of the Company included in, or incorporated by reference into, the Registration Statement Securities Act and the Prospectus. The statements of certain revenues Rules 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 acquiredRegulations thereunder. The pro forma financial statements information included in any Preliminary Prospectus, the Prospectus 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 set forth therein, have has been prepared, in all material respects, prepared in accordance with the Commission’s rules Rules and guidelines with respect Regulations relating to pro forma financial statements and have information, has been properly compiled on the basis pro forma bases described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. To the knowledge of the Company, the consolidated No other financial statements and supporting or 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 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 are required to be included in the Registration Statement 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 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 (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 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretoStatement.

Financial Statements. (a) The consolidated financial statements and supporting schedules balance sheets of the Company included inBorrower and its Consolidated Subsidiaries as at May 31, or incorporated by reference into, the Registration Statement 2004 and the Prospectus (related consolidated statements of operations, changes in each case, other than any pro forma financial information equity 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 cash flows for the periods specified; except as otherwise stated in fiscal year ended May 31, 2004, including the Registration Statement related notes, accompanied by the opinion and report thereon of Ernst & Young LLP, certified public accountants, heretofore delivered to the ProspectusBanks, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting 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 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 generally accepted accounting principles (including the notes theretoi) of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly, in all material respects, the information set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 and projections) present fairly, in all material respects, the consolidated financial position of DDRM the Borrower and its Consolidated Subsidiaries as at the date of said balance sheets and (ii) the consolidated subsidiaries as results of the dates indicated operations of the Borrower and its Consolidated Subsidiaries for said fiscal year. The Borrower has no material liabilities (contingent or otherwise) of the results of their operations for the periods specified; except as otherwise stated type required to be disclosed in financial statements or footnotes which are not disclosed by or reserved against in the Registration Statement most recent audited financial statements or in the notes thereto other than (i) Indebtedness incurred and (ii) loan and guarantee commitments issued in each case by the Prospectus, Borrower in the ordinary course of business since the date of such financial statements. All such financial statements have been prepared in all material respects in conformity accordance with GAAP generally accepted accounting principles applied on a basis consistent basis and otherwise with prior periods, except as disclosed therein. The same representations as are set forth in this Section 4.02 shall be deemed to have been prepared made by the Borrower in accordance with the financial statement requirements of Rule 3-09 under the 1934 Act. To the knowledge respect of the Company, the consolidated most recent annual and quarterly financial statements of Sonae Sierra Brazil BV Sarl (“SSB”) the Borrower and its consolidated subsidiaries, if any, incorporated Consolidated Subsidiaries (except that the opinion and report of Ernst & Young LLP may be replaced by reference into an opinion and report of another nationally recognized firm of independent certified public accountants) furnished or required to be furnished to the Registration Statement and Banks prior to or at the Prospectus (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 time of the dates indicated and making of each Loan hereunder, at the results of their operations for time 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 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, same are furnished or required to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretobe furnished.

Financial Statements. The consolidated As of their respective filing dates, the financial statements and supporting schedules of the Company included in, (including any related notes) contained or incorporated by reference into, in the Registration Statement and the Prospectus SEC Reports (in each case, other than any pro forma financial information and projectionsi) present fairly, complied as to form in all material respectsrespects with the Securities Act and the Exchange Act, as applicable, and the financial position published rules and regulations of the Company and its consolidated subsidiaries Commission applicable thereto, (ii) were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of the dates indicated Commission, and except that the results of their operations for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said unaudited financial statements have been prepared may not contain footnotes and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in conformity with generally accepted accounting principles in the United States (“GAAP”amount) applied on a consistent basis; basis unless otherwise noted therein throughout the periods indicated and the supporting schedules, if any, included in, or incorporated by reference into, the Registration Statement and the Prospectus present (iii) fairly in all material respects the information required to be stated therein. The 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 and projections) present fairlypresent, in all material respects, the consolidated financial position of DDRM and its consolidated subsidiaries the Company as of the respective dates indicated thereof and the results of their operations and cash flows of the Company for the periods specified; except covered thereby. Other than as otherwise stated expressly disclosed in the Registration Statement and SEC Reports filed at least one (1) Business Day prior to the Prospectusdate hereof, such there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s 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 ActGAAP. To the knowledge of the Company, the consolidated There are no financial statements of Sonae Sierra Brazil BV Sarl (“SSB”historical or pro forma) and its consolidated subsidiaries, if any, 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 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 that are required to be included in the Registration Statement and the Prospectus, such financial statements have been prepared in all material respects in conformity with International Financial Reporting Standards SEC Reports that are not so included 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 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 applicablerequired. The interactive data in eXtensible extensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus SEC Reports fairly presents present the information called for in all material respects and has have been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. Except as set forth in the consolidated financial statements of the Company included in the SEC Reports filed at least one (1) Business Day prior to the date hereof, the Company has not incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect. The books of account and other financial records of the Company and each of its Subsidiaries are true and complete in all material respects.

Financial Statements. The consolidated historical combined financial statements (including the related notes thereto) of JEH LLC and supporting schedules of the Company its consolidated subsidiaries included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Pricing Disclosure Package and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, comply in all material respects, respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Company JEH LLC and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; except as otherwise stated the balance sheet (including the related notes thereto) of the Company included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, said Prospectus complies in all material respects with the applicable requirements of the Securities Act and presents fairly in all material respects the financial position of the Company as of the dates indicated; all such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; basis throughout the periods covered thereby, and the any supporting schedules, if any, schedules included in, or incorporated by reference into, in the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated therein. The selected pro forma financial data and the summary financial information of the Company statements included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Pricing Disclosure Package 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 comply as to be acquired by the Company, if any, included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly form 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 Securities 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 and projections) present fairly, in all material respects, the consolidated financial position of DDRM and its consolidated subsidiaries assumptions made on a reasonable basis as of the dates indicated and the results of their operations for the periods specified; except as otherwise stated set forth in the Registration Statement Statement, the Pricing Disclosure Package 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 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 (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 Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under of the Securities Act, to the extent applicable. All 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, JEH LLC and their respective subsidiaries and presents fairly in all material respects the information shown thereby. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and supporting schedules of the Company included in, or incorporated by reference intoin each of the Pre-Effective Registration Statement, the Registration Statement Statement, the Preliminary Prospectus and the Prospectus (in each caseProspectus, other than any pro forma financial information together with the related schedules and projections) present fairlynotes thereto, comply as to form in all material respectsrespects with the applicable accounting requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the consolidated financial position of the Company and its consolidated wholly-owned direct and indirect subsidiaries (collectively, the “Subsidiaries” and each, a “Subsidiary”) as of the dates indicated shown and the results statement of their operations operations, shareholders’ equity and cash flows of the Company and its Subsidiaries for the periods specified; except as otherwise stated in the Registration Statement shown, and the Prospectus, 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; and basis throughout the supporting schedules, if any, periods covered thereby except for any normal year end adjustments in the Company’s quarterly financial statements or as may be expressly stated in the notes thereto. The other financial information included in, or incorporated by reference intoin each of the Pre-Effective Registration Statement, the Registration Statement Statement, the Preliminary Prospectus and the Prospectus has been derived from the accounting records of the Company and its Subsidiaries present fairly in all material respects the information required to be stated shown thereby. Except as included therein. The selected financial data and the summary financial information of the Company included in, no historical 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) or supporting schedules are required to be included in each of the Company included in, or incorporated by reference intoPre-Effective Registration Statement, the Registration Statement Statement, the Preliminary Prospectus and the Prospectus present fairly, in all material respects, under the information set forth therein, have been prepared, in all material respects, in accordance with Securities Act or the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 Actregulations promulgated thereunder. All disclosures contained in the Pre-Effective Registration Statement Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply in all material respects with Regulation G under of the Exchange Act and Item 10 of Regulation S-K under of the Securities Act, to the extent applicable. The interactive Nothing has come to the attention of the Company that has caused the Company to believe that the statistical, industry-related and market-related data in eXtensible Business Reporting Language included or incorporated by reference in each of the Pre-Effective Registration Statement, the Registration Statement Statement, the Preliminary Prospectus and the Prospectus fairly presents are not based on or derived from sources which the information called for Company reasonably and in good faith believes to be reliable and accurate and such data is consistent with the sources from which they are derived, in each case in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretorespects.

Financial Statements. The consolidated financial statements and supporting schedules of the Company and the financial statements of each entity acquired by the Company (each, an “Acquired Entity”), including the schedules and notes thereto, filed as part of the Registration Statement and those included in, or incorporated by reference into, the Registration Statement and in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the financial position of the Company and Company, its consolidated subsidiaries and each Acquired Entity, as applicable, as of the dates date indicated and the results of their operations its operations, stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries and each Acquired Entity, as applicable, for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, 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; basis or, if such entity is a foreign entity, such other accounting principles applicable to such foreign entity, (except as may be expressly stated in the related notes thereto) and comply with the requirements of Regulation S-X promulgated by the Commission. PricewaterhouseCoopers LLP, whose report is filed with the Commission as a part of the Registration Statement, are, with respect to the Company and its subsidiaries, independent accountants as required by the Securities Act and the supporting schedules, if any, included in, or incorporated by reference into, Regulations and have been registered with the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated thereinPublic Company Accounting Oversight Board. The selected financial data and the summary financial information of the Company included in, in or incorporated by reference into, the Registration Statement and in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, fairly 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, in 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 acquiredStatement. The pro forma financial statements and the other pro forma financial information (including related notes thereto included in the notes thereto) of Registration Statement and the Company included inProspectus, or incorporated by reference intotherein, the Registration Statement and the Prospectus present fairly, in all material respects, fairly the information set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis bases described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. 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 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 Statement 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 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 (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 or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply in all material respects with Regulation G under of the Securities Exchange Act of 1934 (the “Exchange Act”) and Item 10 of Regulation S-K under of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated audited financial statements and supporting schedules unaudited interim financial statements of the Company Parent included in, or incorporated by reference intoin the Parent Securities Documents, as of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the Registration Statement date of this Agreement, comply as to form with the then applicable accounting requirements and applicable Canadian Securities Laws and the Prospectus rules and regulations of the SEC (if applicable) with respect thereto, were prepared in each caseaccordance with IFRS applied on a consistent basis, other than any pro forma financial information and projections) present fairlyfairly present, in all material respects, the financial position of the Company and its consolidated subsidiaries Parent as of the dates thereof and its results of operations, changes in shareholders’ equity and cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments, none of which have been and are reasonably likely to be material to Parent). The financial statements of Parent included in each publicly available final registration statement, prospectus, report, form, schedule, release or proxy material to be filed with the SEC (if applicable) or the Canadian Securities Commissions pursuant to applicable Canadian Securities Laws or federal or state securities Laws after the date hereof until the Effective Time will comply, as of their respective dates of filing with the SEC (if applicable) or the Canadian Securities Commissions, as the case may be, in all material respects with accounting requirements and the published rules and regulations of the SEC (if applicable) or the Canadian Securities Commissions, as applicable with respect thereto, will be prepared in accordance with IFRS applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and will fairly present the financial position of Parent as of the dates thereof and the results of their operations and cash flows for the periods specified; except as otherwise stated then ended (subject, in the Registration Statement and the Prospectuscase of unaudited statements, said financial statements have been prepared in conformity with generally accepted accounting principles to normal year-end audit adjustments which are not, individually or in the United States (“GAAP”) applied on a consistent basis; and the supporting schedulesaggregate, if any, included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly in all material respects the information required expected to be stated thereinmaterial). The selected financial data and Except as reflected or reserved against in the summary financial information balance sheet of the Company included inParent dated December 31, or incorporated 2013 filed 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 Parent 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 Canadian Securities Commission (including the notes thereto) of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly“Parent Balance Sheet”), in all material respectsParent does not have any liabilities (absolute, the information accrued, contingent or otherwise) which are required by IFRS to be set forth therein, have been prepared, on a balance sheet of Parent or in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 liabilities and projections) present fairlyobligations incurred since December 31, 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 2013 in the Registration Statement and the Prospectusordinary course of business which would not, 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 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 (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 individually or in the Registration Statement and the Prospectusaggregate, such financial statements reasonably be expected to have been prepared in all material respects in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board applied a Material Adverse Effect 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 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretoParent.

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, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting 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 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Acquired Fund for the periods specified; except as otherwise stated in the Registration Statement and the Prospectusfiscal year ended December 31, such financial statements have been prepared in all material respects in conformity with GAAP applied on a consistent basis and otherwise 2005, have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied and have been audited by Deloitte & Touche LLP . True and complete copies of such statements have been furnished to PVC. Such statements fairly reflect the financial statement requirements of Rule 3-09 under the 1934 Act. To the knowledge of the Company, the 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 (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 condition and the results of their operations of the Acquired Fund as of such date and the results of operations and changes in net assets for the periods specified; except indicated, and there are no liabilities of or the Acquired Fund whether actual or contingent and whether or not determined or determinable as otherwise stated of such date that are required to be disclosed but are not disclosed in the Registration Statement and the Prospectus, such statements. The unaudited financial statements of the Acquired Fund for the six months ended June 30, 2006 have been prepared in all material respects accordance with accounting principles generally accepted in conformity with International Financial Reporting Standards as issued the United States of America consistently applied by the International Accounting Standards Board applied on a consistent basis WMVT. True and otherwise complete copies of such statements have been prepared in all material respects in accordance with furnished to PVC. Such statements fairly reflect the financial statement requirements condition and the results of Rule 3-09 under operations of the Exchange ActAcquired Fund as of such date and the results of operations and changes in net assets for the periods indicated, and there are no liabilities of the Acquired Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. All disclosures contained There are no liabilities of any Acquired Fund, whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in the Registration Statement and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations statements of the Commission)Acquired Fund referred to above, if anyliabilities incurred in the ordinary course of business subsequent to December 31, comply with Regulation G under 2005, liabilities previously disclosed to and accepted by PVC and liabilities which in the Exchange Act aggregate have not been and Item 10 of Regulation S-K under the Securities Act, will not be materially adverse to the extent applicable. The interactive data in eXtensible Business Reporting Language included financial condition, results of operations, business or incorporated by reference in assets of 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 theretoAcquired Fund.

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, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting 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 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 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 or incorporated by reference in the Registration Statement Company SEC Reports fairly present the financial condition and the Prospectus fairly presents results of operations, changes in shareholders' equity and cash flow of the information called Acquired Companies as at the respective dates of and for the periods referred to in such financial statements, all material respects and has been prepared in all material respects in accordance with GAAP and Regulation S-X of the Commission’s rules SEC, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and guidelines applicable theretothe omission of notes to the extent permitted by Regulation S-X of the SEC (that, if presented, would not differ materially from notes to the financial statements found in the Company's Report on Form 10-Q for the period ended March 31, 2003 included in the Company SEC Reports (the consolidated balance sheet included in such Quarterly Report is the "Balance Sheet")); the financial statements referred to in this Section 2.5 reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of Company. The Company's auditors have not performed any non-audit services for the Acquired Companies since the beginning of the immediately preceding fiscal year of Company. The Acquired Companies maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management's general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (c) access to assets is permitted only in accordance with management's general or specific authorization and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Company has delivered to Parent copies of all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls. The Company does not have any Off-Balance Sheet Arrangements.

Financial Statements. The consolidated financial statements statements, including the notes thereto, and the supporting schedules of the Company included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Time of Sale Prospectus and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the cash flows and results of their operations for the periods specified; except as otherwise stated in specified of the Registration Statement Company and the Prospectus, Subsidiaries; said financial statements have been prepared in conformity with United States generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basisbasis throughout the periods involved; and the supporting schedules, if any, included inin the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. No other historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus by the Securities Act, the Exchange Act or the rules and regulations promulgated thereunder. The other financial and statistical information included or incorporated by reference intoin the Registration Statement, the Registration Statement Time of Sale Prospectus and the Prospectus present fairly in all material respects the information required to be stated therein. The 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 prepared on a basis consistent with that of the audited financial statements of the Company that are included in, or incorporated by reference intoin the Registration Statement, the Registration Statement and the Prospectus. The statements Time 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 Sale Prospectus 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) books and records of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly, in all material respects, the information set forth respective entities presented therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 Statement, the Time of Sale Prospectus and the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply with Regulation G under of the Exchange Act and Item 10 of Regulation S-K under of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus 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 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 related notes of the Company and its consolidated subsidiaries Subsidiaries included or incorporated by reference in the Company SEC Documents, and to be included or incorporated by reference in the Rights Offering Registration Statement, the Rights Offering Prospectus and the Initial Resale Registration Statement, comply or will comply, as the case may be, in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended, and the rules and regulation of the Commission thereunder (the “Exchange Act”), as applicable, and present fairly in all material respects the financial position, results of operations and cash flows of the Company and its Subsidiaries as of the dates indicated and the results of their operations for the periods specified; except as otherwise stated , subject, in the Registration Statement case of the unaudited financial statements, to absence of disclosure normally made in footnotes and the Prospectus, said to customary year end adjustments which shall not be material; such financial statements have been prepared in conformity with U.S. generally accepted accepting accounting principles in the United States (“GAAP”) applied on a consistent basis; basis throughout the periods covered thereby, and the supporting schedules, if any, schedules included in, or incorporated by reference intoin the Company SEC Documents, and to be included or incorporated by reference in the Rights Offering Registration Statement, the Registration Statement Rights Offering Prospectus and the Prospectus Initial Resale Registration Statement, present fairly in all material respects the information required to be stated therein. The selected financial data therein in all material respects; and the summary other financial information of the Company included in, or incorporated by reference intoin the Company SEC Documents, and to be included or incorporated by reference in the Rights Offering Registration Statement, the Registration Statement Rights Offering Prospectus and the Prospectus (Initial Resale Registration Statement, has been or will be derived from the accounting records of the Company and its Subsidiaries and presents fairly or will present fairly the information shown thereby in each case, other than any all material respects; and the 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 related notes included in, or incorporated by reference intoin the Company SEC Documents, 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 intoin the Rights Offering Registration Statement, the Registration Statement Rights Offering Prospectus 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 Initial Resale Registration Statement and the Prospectus present fairly, in all material respects, the information set forth thereinStatement, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 will be prepared in all material respects in accordance with the financial statement applicable requirements of Rule 3-09 under the Securities Act and the Exchange Act. All disclosures contained , as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Company SEC Documents and will be set forth in the Rights Offering Registration Statement Statement, the Rights Offering Prospectus and the Prospectus regarding “non-GAAP financial measures” (as such term is 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 or incorporated by reference in the Initial Resale 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 theretoStatement.

Financial Statements. The consolidated financial statements and supporting schedules of the Company Predecessor (as defined in the Registration Statement) and the Partnership included in, or incorporated by reference intoin the Registration Statement, the Registration Statement General Disclosure Package and the Prospectus Prospectus, together with the related schedules (in each caseif any) and notes, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the respective financial position of the Company Predecessor and its the Partnership and their respective consolidated subsidiaries as of at the dates indicated and the results of their operations operations, changes in partners’ capital/stockholders’ equity, as applicable, and cash flows of the Predecessor and its consolidated subsidiaries for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said all such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP applied on a consistent basis; basis throughout the periods involved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations. The supporting schedules, if any, included in, or incorporated by reference into, 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 historical financial information of in the Company included in, or incorporated by reference into, the Registration Statement Pre-Pricing Prospectus and the Prospectus (in each case, other than any pro forma financial information under the captions “Summary Historical and projections) present fairly, Pro Forma Financial and Operating Data” and “Selected Historical and Pro Forma Financial and Operating Data” presents fairly in all material respects, respects the information shown therein and have has been compiled on a basis consistent with that of the audited financial statements of included in the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement General Disclosure Package and the Prospectus. The pro forma financial statements of certain revenues and expenses of the properties acquired or proposed to be acquired by related notes thereto included in the Company, if any, included in, or incorporated by reference intoRegistration Statement, the Registration Statement General 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 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 set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis bases described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. 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 and projections) present fairly, appearing in all material respects, the consolidated financial position of DDRM and its consolidated subsidiaries as of the dates indicated Pre-Pricing Prospectus and the results of their operations for Prospectus under the periods specified; except as otherwise stated in the Registration Statement captions “Summary Historical and the Prospectus, such financial statements have been prepared Pro Forma Financial and Operating Data” and “Selected Historical and Pro Forma Financial and Operating Data” presents fairly in all material respects in conformity with GAAP applied the information shown therein and has been compiled on a basis 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 that of the Company, the 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 (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 statements included in the Registration Statement Statement, the General Disclosure Package 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 defined by in the rules and regulations of the Commission), if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under of the Securities ActCommission, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and supporting schedules of the Company included in, or incorporated by reference into, the Registration Statement and its subsidiaries and the Prospectus (related notes thereto included in each case, other than any pro forma financial information of the Time of Sale Information and projections) the Offering Memorandum present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said such financial statements have been prepared in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, applied on a consistent basis throughout the respective periods covered thereby; the other financial information included in each of the Time of Sale Information and the Offering Memorandum has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby and the financial information included in each of the Time of Sale Information and the Offering Memorandum presented under Canadian generally accepted accounting principles in the United States (“Canadian GAAP”) has been derived from financial statements of the Company prepared in conformity with Canadian GAAP, applied on a consistent basisbasis throughout the periods covered thereby; and the supporting schedulespro forma consolidated statement of operations for the twelve month period ended June 30, if any, included in, or incorporated by reference into, the Registration Statement 2013 and the Prospectus related notes thereto included in each of the Time of Sale Information and the Offering Memorandum has been prepared in accordance with the rules and guidance set forth in National Instrument 51-102- Continuous Disclosure Obligations with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and are set forth in each of the Time of Sale Information and the Offering Memorandum. The financial statements of CGA Mining Limited and its subsidiaries and the related notes thereto included in each of the Time of Sale Information and the Offering Memorandum present fairly in all material respects the information required to be stated therein. The 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 and projections) present fairly, in all material respects, the consolidated financial position of DDRM CGA Mining Limited and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows 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 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 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 (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 IFRS as issued by the International Accounting Standards Board Board, applied on a consistent basis and otherwise have been prepared in all material respects in accordance with throughout 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 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretorespective periods covered thereby.

Financial Statements. The To the extent required by Regulation S-X promulgated under the Exchange Act (“Regulation S-X”), the consolidated financial statements and supporting schedules of the Company included inand the financial statements of each entity acquired by the Company (each an “Acquired Entity”), or incorporated by reference intoincluding the schedules and notes thereto, filed as part of the Registration Statement and included in the Prospectus (in each caseProspectus, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries and each Acquired Entity, as applicable, as of the dates date indicated and the results of their operations its operations, stockholders’ equity and cash flows of the Company, its consolidated subsidiaries and each Acquired Entity, as applicable, for the periods specifiedindicated; except as otherwise stated in the Registration Statement and the Prospectus, said financial statements (i) have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; 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 supporting schedules, if any, included in, or incorporated by reference into, Regulations and has been registered with the Registration Statement and the Prospectus present fairly in all material respects the information required to be stated thereinPublic Company Accounting Oversight Board. The selected financial data and the summary financial and statistical information of the Company included in, or incorporated by reference into, the Registration Statement and in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, fairly 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, in the Registration Statement and the Prospectusbooks and records of the Company. The pro forma financial statements of certain revenues and expenses of the properties acquired or proposed to be acquired by the Company, if any, related notes thereto included in, or incorporated by reference into, in 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 set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis bases described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. 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 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 Statement 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 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 (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 or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, ) comply with Regulation G G, promulgated under the Exchange Act Act, and Item 10 of Regulation S-K K, promulgated under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language No additional financial statements are required to be included or incorporated by reference in the Registration Statement and or 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 theretoProspectus.

Financial Statements. The consolidated (a) Since January 1, 2010, the financial statements of Yadkin and supporting schedules of the Company its Subsidiaries included in, (or incorporated by reference into, the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projectionsreference) 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 Yadkin SEC Reports (including the Prospectusrelated notes, said financial statements where applicable) (i) have been prepared from, and are in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting schedules, if any, included in, or incorporated by reference intoaccordance with, the Registration Statement books and the Prospectus records of Yadkin and its Subsidiaries; (ii) fairly present fairly in all material respects the information required to be stated therein. The selected consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial data position of Yadkin and its Subsidiaries for the summary financial information respective fiscal periods or as of the Company included inrespective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount); (iii) complied as to form, or incorporated by reference into, as of their respective dates of filing with the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projections) present fairlySEC, in all material respects, respects with applicable accounting requirements and with the information shown therein published rules and have been compiled on a basis consistent with that regulations of the audited financial statements of SEC or the Company included inFDIC, or incorporated by reference intoas applicable, 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 thereto; and the other pro forma financial information (including the notes theretoiv) of the Company included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly, in all material respects, the information set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 GAAP consistently applied during the financial statement requirements of Rule 3-09 under the 1934 Act. To the knowledge of the Companyperiods involved, the consolidated financial statements of Sonae Sierra Brazil BV Sarl (“SSB”) and its consolidated subsidiariesexcept, if any, incorporated by reference into the Registration Statement and the Prospectus (in each case, other than any pro forma financial information as indicated in such statements or in the notes thereto. The books and projections), present fairly, in all material respects, the consolidated financial position records of SSB Yadkin and its consolidated subsidiaries as of the dates indicated Subsidiaries have been, and the results of their operations for the periods specified; except as otherwise stated in the Registration Statement and the Prospectusare being, 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 maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Xxxxx Xxxxxx Xxxxxxx LLP has served as independent registered public accountant for Yadkin or its bank Subsidiary, as applicable, for all periods covered in the Yadkin SEC Reports; such firm has not resigned or been dismissed as independent public accountants of Yadkin or its bank Subsidiary, as applicable, as a result of or in connection with any disagreements with Yadkin or its bank Subsidiary, as applicable, on a matter of accounting principles or practices, 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 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 disclosure or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretoauditing scope or procedure.

Financial Statements. The consolidated financial statements and supporting schedules of the Company Predecessor (as defined in the Registration Statement) and the Partnership included in, or incorporated by reference intoin the Registration Statement, the Registration Statement General Disclosure Package and the Prospectus Prospectus, together with the related schedules (in each caseif any) and notes, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the respective financial position of the Company Predecessor and its the Partnership and their respective consolidated subsidiaries as of at the dates indicated and the results of their operations operations, changes in members’ equity/partners’ capital, as applicable, and cash flows of the Predecessor and its consolidated subsidiaries for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said all such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP applied on a consistent basis; basis throughout the periods involved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations. The supporting schedules, if any, included in, or incorporated by reference into, 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 historical financial information of in the Company included in, or incorporated by reference into, the Registration Statement Pre-Pricing Prospectus and the Prospectus (in each case, other than any pro forma financial information under the captions “Summary Historical and projections) present fairly, Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly in all material respects, respects the information shown therein and have has been compiled on a basis consistent with that of the audited financial statements of included in the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement General Disclosure Package and the Prospectus. The unaudited pro forma condensed financial statements of certain revenues and expenses of the properties acquired or proposed to be acquired by related notes thereto included in the Company, if any, included in, or incorporated by reference intoRegistration Statement, the Registration Statement General 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 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 set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis bases described therein therein, and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. 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 and projections) present fairly, appearing in all material respects, the consolidated financial position of DDRM and its consolidated subsidiaries as of the dates indicated Pre-Pricing Prospectus and the results of their operations for Prospectus under the periods specified; except as otherwise stated in the Registration Statement captions “Summary Historical and the Prospectus, such financial statements have been prepared Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly in all material respects in conformity with GAAP applied the information shown therein and has been compiled on a basis 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 that of the Company, the consolidated unaudited pro forma condensed 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 (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 included in the Registration Statement Statement, the General Disclosure Package 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 defined by in the rules and regulations of the Commission), if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under of the Securities ActCommission, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and supporting schedules As of the Company included inJune 30, or incorporated by reference into2007, the Partnership would have had, on the consolidated basis indicated in the Registration Statement Statement, the Disclosure Package and the Prospectus (in each case, other than and any pro forma financial information and projections) present fairly, in all material respectsamendment or supplement thereto), the capitalization as set forth therein. The historical financial position of statements (including the Company related notes and its consolidated subsidiaries as of the dates indicated and the results of their operations for the periods specified; except as otherwise stated supporting schedules) included in the Registration Statement 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; and the supporting schedules, if any, included in, or incorporated by reference intoStatement, the Registration Statement Disclosure Package and the Prospectus (and any amendment or supplement thereto) present fairly in all material respects the information required 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 to which they apply and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved except to the extent disclosed therein, the absence of footnotes (in respect of interim and pro-forma financial information) and normal year-end adjustments. The selected summary historical and pro forma financial data and operating information set forth in the summary financial information of the Company included in, or incorporated by reference intoRegistration Statement, the Registration Statement Disclosure Package and the Prospectus (in each case, other than and any amendment or supplement thereto) under the caption "Summary—Summary Historical and Pro Forma Financial and Operating Data" and the selected historical and pro forma financial and operating information set forth under the caption "Selected Historical and projections) present fairly, Pro Forma Financial and Operating Data" is accurately presented in all material respects, the information shown therein respects and have been compiled prepared on a basis consistent with that of the audited and unaudited historical financial statements of the Company included inand pro forma financial statements, or incorporated by reference intoas applicable, 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 from which it has 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 acquiredderived. The pro forma financial statements and the other pro forma financial information (including the notes thereto) of the Company Partnership included in, or incorporated by reference intoin the Registration Statement, the Registration Statement Disclosure Package and the Prospectus present fairly, (and any amendment or supplement thereto) have been prepared in all material respects, the information set forth therein, have been prepared, in all material respects, respects in accordance with the applicable requirements of Article 11 of Regulation S-X of the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and ; the assumptions used in the preparation of such pro forma financial statements are, in the opinion of the management of the Abraxas Parties, reasonable; and other the pro forma financial information (including the notes thereto) are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. 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 (reflected in each case, other than any such pro forma financial information 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 Statement and the Prospectus, such financial statements have been prepared properly applied to the historical amounts 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 compilation of Rule 3-09 under the 1934 Act. To the knowledge of the Company, the 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 (in each case, other than any such 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 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretostatements.

Financial Statements. The consolidated financial statements together with related notes 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 and of any companies, other entities or properties acquired or to be acquired by the Company, in each case included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly, or (in the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document, filed with the Commission after the date as of which this representation is being made) will present fairly, at all times during the dates indicated effectiveness of this Agreement, the financial condition and the results of their operations of the Company and its subsidiaries and of such companies, entities and properties, as the case may be, at the indicated dates and for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said indicated periods. Such financial statements have been prepared in conformity accordance with United States generally accepted accounting principles of accounting, consistently applied throughout the periods involved, 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 United States (“GAAP”) applied Quarterly Reports on a consistent basis; Form 10-Q of the Company, incorporated by reference in the Registration Statement, the General Disclosure Package and the supporting schedules, if any, Prospectus). The summary financial and statistical data included in, or incorporated by reference intoin the Registration Statement, the Registration Statement General Disclosure Package and the Prospectus present fairly in all material respects the information required to be stated therein. The 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 presented therein; 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 related notes thereto) of the Company thereto included in, or incorporated by reference intoin the Registration Statement, the Registration Statement General Disclosure Package and the Prospectus present fairly, in all material respects, fairly the information set forth shown therein, have been prepared, in all material respects, prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis bases described therein therein, and the assumptions assumption used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or and circumstances referred to therein. 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 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 Statement 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 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 (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 Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations 1933 Act Regulations of the Commission), if any, ) comply with Regulation G under the Exchange 1934 Act and Item 10 of Regulation S-K under of the Securities Act1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The audited 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 Lemmerz Holding GmbH ("Lemmerz") included in the Registration Statement and the ProspectusProspectuses present fairly the consolidated financial position, said financial statements results of operations and cash flows of the Company and Lemmerz, respectively, at the dates and for the periods to which they relate and have been prepared in conformity accordance with generally accepted accounting principles in the United States (“"GAAP”") applied on a consistent basis, except as otherwise stated therein; the unaudited consolidated financial statements and the supporting schedules, if any, related notes of the Company and Lemmerz included in, or incorporated by reference into, in the Registration Statement and the Prospectus Prospectuses present fairly in all material respects the information required to be stated therein. The selected consolidated financial data position, results of operations and the summary financial information cash flows of the Company included inand Lemmerz, or incorporated by reference intorespectively, at the Registration Statement dates and for the Prospectus (periods to which they relate, subject to year-end audit adjustments, and have been prepared in each case, other than any pro forma financial information and projections) present fairly, in all material respects, the information shown accordance with generally accepted accounting principles applied on a consistent basis except as otherwise stated therein and have been compiled 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 Company, after due inquiry, the summary and selected financial and statistical data included in, or incorporated by reference into, in 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 Prospectuses present fairly in all material respects the information set forth shown therein and have been prepared, in all material respects, in accordance prepared and compiled on a basis consistent with the applicable audited and unaudited financial statement requirements of Rule 3-14 under the Exchange Act with respect to real estate operations acquired or to be acquiredstatements included therein, except as otherwise stated therein. 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) included in the Registration Statement and the Prospectuses (A) have been prepared in accordance with applicable requirements of Rule 11-02 of Regulation S-X promulgated under the 1933 Act and (B) have been properly computed on the bases described therein; the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and supporting schedules of the Company and its consolidated subsidiaries included in, or incorporated by reference into, in the Registration Statement and the Prospectus Prospectus, together with the related schedules (in each caseif any) and notes, other than any pro forma financial information and projections) present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of at the dates indicated and the results of their operations operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, said all such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) GAAP applied on a consistent basis; basis throughout the periods involved (except as may be set forth in the related notes and provided that the unaudited interim financial statements, which are subject to normal year-end adjustments, may not contain certain footnotes, as permitted by the applicable rules of the Commission) and comply with all applicable accounting requirements under the Securities Act. The supporting schedules, if any, included in, or incorporated by reference into, in the Registration Statement and the Prospectus present fairly in all material respects respects, in accordance with GAAP, the information required to be stated therein. The summary or selected financial data and the summary financial information of the Company data, if any, included in, or incorporated by reference into, the Registration Statement and in the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, presents fairly in all material respects, respects the information shown therein as at the respective dates and have for the respective periods specified and has been compiled on a basis consistent with that of the audited financial statements of the Company and its consolidated subsidiaries included in, or incorporated by reference into, in 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, Any information contained 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations in Regulation G of the Commission), if any, comply ) complies in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under of the Securities ActCommission, to the extent applicable. No other financial statements or schedules are required by Form S-3 or otherwise to be included in the Registration Statement or the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the required 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 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, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting 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 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 and projections) SEC Reports present fairly, in all material respects, the consolidated financial position of DDRM the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations operations, changes in stockholders’ equity and cash flows for the periods specified; except as otherwise stated in the Registration Statement and the Prospectus, such . Such financial statements have been prepared in all material respects in conformity with GAAP generally accepted accounting principles as applied in the United States (“GAAP”), applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto and otherwise have except in the case of unaudited financial statements, which are subject to normal and recurring year-end adjustments and do not contain all footnotes as permitted by the applicable rules of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the financial statement requirements of Rule 3-09 under the 1934 ActCommission’s rules and guidelines applicable thereto. To the knowledge of the Company, the consolidated No other financial statements or supporting schedules are required to be included in the Registration Statement or the Prospectus Supplement. The financial data set forth in each of Sonae Sierra Brazil BV Sarl (“SSB”) and its consolidated subsidiaries, if any, incorporated by reference into the Registration Statement and the Prospectus (in each case, other than any pro forma financial information and projections), present fairlySupplement under the caption “Capitalization” fairly presents, in all material respects, the consolidated financial position of SSB and its consolidated subsidiaries as information set forth therein on a basis consistent with that of the dates indicated and the results of their operations for the periods specified; except as otherwise stated audited financial statements contained 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 ActProspectus Supplement. All disclosures contained in the Registration Statement and or the Prospectus regarding “Supplement, that constitute non-GAAP financial measures” measures (as such term is defined by the rules and regulations of under the Commission), if any, Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent as applicable. The interactive 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 in eXtensible Business Reporting Language included or incorporated by reference in filed with the Commission as a part of 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 theretoSupplement.

Financial Statements. The consolidated financial statements TPB Financial Statements for periods ended prior to the date hereof are listed on Schedule 5.05 and supporting schedules have been previously furnished to Parent. The TPB Call Reports for periods ended prior to the date hereof have been filed with the FDIC and are available electronically at xxxxx://xxx.xxxxx.xxx. TPB will promptly deliver to Parent copies of all TPB Financial Statements and TPB Call Reports prepared subsequent to the date hereof. The TPB Financial Statements (as of the Company included indates thereof and for the periods covered thereby) (a) are or, if dated after the date of this Agreement, will be in accordance with the books and records of the TPB Companies, which are or incorporated by reference intowill be, as the Registration Statement case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices and in accordance with applicable legal and accounting principles and reflect only actual transactions, (b) present or will present, as the case may be, fairly in all material respects the financial position of the TPB Companies as of the dates indicated and the Prospectus results of operations, changes in stockholders’ equity and cash flows of the TPB Companies for the periods indicated, and (c) have been or will have been, as the case may be, prepared in each caseall material respects in accordance with GAAP, other than any pro forma which principles have been consistently applied during the period involved (subject to exceptions specified therein or as may be indicated in the notes thereto or, in the case of interim financial information statements, to normal recurring year-end audit adjustments that are not material). The TPB Call Reports have been prepared in material compliance with (i) the rules and projectionsregulations of the respective federal or state banking regulator with which they were filed, and (ii) present fairlyRAP, which principles have been consistently applied during the periods involved, except as otherwise noted therein. Each TPB Call Report fairly presents, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated TPB and the results of their its operations at the date and for the periods specified; except as otherwise stated period indicated in the Registration Statement and the Prospectus, said financial statements have been prepared such TPB Call Report in conformity with generally accepted accounting principles the Instructions for the Preparation of Call Reports as promulgated by applicable Regulatory Authorities. None of the TPB Call Reports contains any material items of special or nonrecurring income or any other income not earned in the United States (“GAAP”) applied on a consistent basis; and the supporting schedulesordinary course of business, 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 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 set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein and the assumptions used in the preparation 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 or circumstances referred to therein. 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 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 Statement 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 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 (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 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 or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretoexpressly specified therein.