Common use of Company Financial Statements Clause in Contracts

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

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

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

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

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

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

Company Financial Statements. Seller has previously furnished to Buyer a true and correct copy of: (a) the audited Statements of Financial Position of the Operating Subsidiary as at December 31, 2010 and December 31, 2011 (the “Audited Balance Sheet”); (b) the related audited Statements of Operations, Statements of Changes in Member’s Equity and Accumulated Other Comprehensive Loss and Statements of Cash Flows for the fiscal years ended December 31, 2010 and December 31, 2011 (together with the Audited Balance Sheet, the “Audited Financial Statements”); and (c) the unaudited Balance Sheet of the Operating Subsidiary as of September 30, 2012 (the “Recent Financial Statements Date”), and the related unaudited Income Statement and Statement of Cash Flows for September 30, 2012 (the “Recent Financial Statements” and, together with the Audited Financial Statements, the “Company Financial Statements”). The consolidated historical financial statements and balance sheets included in the Company Financial Statements (including the related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply thereto) present fairly in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) Operating Subsidiary as of the dates indicated their respective dates, and the consolidated related statements of operations, changes in members’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of their operations and changes in their cash flows and in their stockholders’ equity of the Company Operating Subsidiary for the periods specified; such financial statements have been prepared then ended, all in conformity with generally accepted accounting principles GAAP applied on a consistent basis throughout basis, except as otherwise noted therein or as set forth on Schedule 3.07 and subject, in the periods covered therebycase of the Recent Financial Statements, to year-end adjustments, the effect of which will not, individually or in the aggregate, be material, and the supporting schedules included or incorporated by reference absence of notes. All of the Inventory of the Operating Subsidiary is usable and salable in the Registration Statement present fairly ordinary course of business consistent with past practices of the information required Operating Subsidiary, except for obsolete items and items of below-standard quality which have been written down to be stated therein; and the other financial and statistical data with respect to estimated net realizable value in the Company and its Subsidiaries included or incorporated by reference Financial Statements. All accounts receivable of the Operating Subsidiary that are reflected in the Registration StatementCompany Financial Statements represent current, valid obligations arising from sales actually made and, to Seller’s Knowledge, are collectible in the Prospectus or ordinary course of business, net of any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of reserves for such accounts receivable shown on the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable theretoFinancial Statements.

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

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

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

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

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

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

Company Financial Statements. The consolidated historical financial statements and related notes Company has delivered to Buyer as a ---------------------------- schedule to Part 2.9 of the Company thereto included or incorporated by reference in Disclosure Letter, Company's unaudited balance sheet as of May 31, 2001 and Company's unaudited statement of operations for the Registration Statementtwelve month period ended December 31, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act 2000 and the Exchange Actfive month period ended May 31, as applicable2001 (all such financial statements of Company, and present fairly the consolidated financial position excluding a statement of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity all notes to any of the Company for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied statements, are hereinafter collectively referred to as the "Company Financial Statements"). The Company Financial Statements (i) are based on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial and statistical data with respect conform to the Company books and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements Stockholder, (historical or pro formaii) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with GAAP but do not include such information as may be required to be disclosed under GAAP in a statement of cash flows and in the Commission’s rules notes to any of such financial statements and guidelines applicable (iii) represent in all material respects (but do not include any notes thereto) the financial condition of Company at the dates therein indicated and the results of operations for the periods therein specified. Company has no material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for (a) those shown on Company's unaudited balance sheet as of May 31, 2001 included in the Company Financial Statements (the "Company Balance Sheet") or those shown on Company's unaudited balance sheet dated as of the Closing Date (the "Closing Balance Sheet"), (b) those that may have been incurred by the Company after May 31, 2001 (the "Company Balance Sheet Date") in the ordinary course of the Company Business, and (c) as set forth in Part 2.9 of the Company Disclosure Letter, the Company Ancillary Agreements or the Stockholder Ancillary Agreements or as specifically contemplated by the Contribution Agreement and the schedules and exhibits thereto. All reserves established by Company that are set forth in or reflected in the Company Balance Sheet are established in accordance with GAAP. At the Company Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Financial Accounting Standards Board in March 1975) which are not adequately provided for in the Company Balance Sheet as required by such Statement No. 5 (material loss contingencies, if any, that Statement No. 5 requires to be disclosed in notes to the Company Balance Sheet, are set forth in Part 2.9 of the Company Disclosure Letter in the absence of such notes).

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

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

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

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