The audited Consolidated balance sheets of Holding and its Subsidiaries as of December 31, 2015, and the related statements of income, changes in shareholder’s equity, and changes in financial position for the periods ended on such dates, have been prepared in accordance with GAAP and present fairly in all material respects the financial positions of Holding and such Persons at such dates and the results of Holding’s and such Persons’ operations for such periods. As of the date hereof, since December 31, 2015, there has been no material adverse change in the financial position of Holding and such other Persons, taken as a whole, as reflected in the Consolidated balance sheet as of such date. As of the date hereof, the fiscal year of Holding and each of its Subsidiaries ends on December 31 of each year.