Common use of SEC Documents; Financial Statements; Undisclosed Liabilities Clause in Contracts

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect to the Business only, Seller Parent has not filed any documents with the SEC since January 1, 2014 under Section 13(a) or 15(d) of the Exchange Act which, as of their respective dates (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Section 4.04(b) of the Seller Disclosure Letter sets forth (i) an audited balance sheet with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements (except as may be indicated in the notes thereto). (c) Except as reflected or reserved against on the Balance Sheet, the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that (i) were incurred in the ordinary course of business in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had and would not reasonably be expected to have a Business Material Adverse Effect. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect Schedule 3.5(a) sets forth a list of each registration statement, report, form, schedule, statement or other document and all amendments and supplements thereto prepared by the Company or relating to the Business only, Seller Parent has not its properties or assets filed any documents with the SEC since January June 1, 2014 1996 (collectively, the "Company Reports"). Except as set forth in Schedule 3.5(a), the Company Reports were filed with the SEC in a timely manner and include all registration statements, reports, forms, schedules, statements and other documents required to be filed by the Company under Section 13(a) or 15(d) of the Securities Act, the Securities Exchange Act whichof 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (collectively, the "Securities Laws"). As of their respective dates dates, the Company Reports (or, if amended or superseded by a filing prior to i) complied in all material respects with all applicable requirements of the date hereof, then on the date of such filing), contained Securities Laws and (ii) were complete and correct in all material respects and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There is no unresolved violation asserted by any Government Authority with respect to any of the Company Reports. (b) Section 4.04(b) Each of the Seller Disclosure Letter sets forth balance sheets included in or incorporated by reference into the Company Reports (i) an audited balance sheet with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and including the related audited statements of operations notes and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”schedules) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly presented in all material respects the financial position of the Business person or persons to which it relates as of its date and each of the statements of income, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presented in all material respects the results of its operations and changes in operations, retained earnings or cash flows flows, as the case may be, of the dates thereof and person or persons to which it relates for the periods covered thereby andset forth therein, (C) were prepared in each case in accordance with GAAP, in a manner and using United States generally accepted accounting principles consistent with Seller’s historical financial statements consistently applied ("GAAP") during the periods involved, except as may be indicated noted therein and except, in the notes thereto)case of the unaudited statements, normal recurring year-end adjustments which have not been and will not be material in nature or amount. (c) Except as reflected or reserved against on and to the Balance Sheetextent set forth in the Company Reports and the Company's financial statements filed with the SEC, neither the Assumed Liabilities do not include Company nor any of the Material Subsidiaries has any Liabilities (nor is the Company aware of any nature other than Liabilities circumstances that (iwould result in any such Liabilities) were incurred that would, individually or in the ordinary course of business in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had and would not aggregate, be reasonably be expected to have a Business Material Adverse Effect. (d) The Business Company has previously furnished Buyer with copies of audited statutory financial statements of each of the Material Subsidiaries as of and for the years ended December 31, 1998 and 1997, and unaudited statutory financial statements of RGA Life Insurance Company of Canada as of and for the period ended June 30, 1999 and (e) Each reserve and other liability amount in respect of the insurance or reinsurance business, established or reflected in the SAP Financial Statements of each reporting person was determined in accordance with generally accepted actuarial standards consistently applied, was based on actuarial assumptions that were in accordance with or stronger than those called for in relevant policy and maintained a system of internal accounting controls sufficient to provide reasonable assurances thatcontract provisions, is fairly stated in all material respects, (i) transactions are executed respects in accordance with management’s general or specific authorizationsound actuarial principles and is in compliance with the requirements of the insurance Laws of their respective jurisdictions of domicile as well as those of any other applicable jurisdictions (collectively, transactions are recorded "Applicable Insurance Laws"). Except as necessary (A) to permit the preparation of financial statements in conformity with GAAP set forth on Schedule 3.5(e), such reserves and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken liability amounts with respect to any differenceseach reporting person were adequate in all material respects to cover the total amount of all Liabilities of such reporting person under all its outstanding insurance, reinsurance and other similar contracts as of December 31, 1998 and 1997, June 30, 1999 or September 30, 1999, as appropriate. Such investment assumptions were reasonable as of December 31, 1998 or 1997, June 30, 1999 or September 30, 1999, as appropriate. Each reporting person owns assets that qualify as admitted assets in an amount at least equal to the sum of all such reserves and liability amounts and its minimum statutory capital and surplus as required by Applicable Insurance Laws.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect to the Business onlyThe Company has filed all reports, Seller Parent has not filed any documents schedules, forms and registration statements with the SEC since January 1, 2014 under Section 13(a) required to be filed pursuant to the Securities Act or 15(d) of the Exchange Act whichand the rules and regulations of the SEC promulgated thereunder from May 29, as 2004 through the date of this Agreement (collectively, the “SEC Documents”). As of their respective dates (or, or if subsequently amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing), the SEC Documents, including any financial statements or schedules included therein, as finally amended, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents (as the Securities Act or the Exchange Act and the rules and regulation promulgated thereunder were in effect on the date so filed), and none of the SEC Documents, when finally amended prior to the date hereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Company from the SEC staff with respect to any of the SEC Documents. No Company Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Section 4.04(bThe consolidated financial statements (including the related notes and schedules) of the Seller Disclosure Letter sets forth Company included in the SEC Documents (i) an audited balance sheet with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance SheetSEC Financial Statements”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 have been prepared in accordance with GAAP (together with except as may be otherwise indicated therein or in the notes thereto and except, in the Balance Sheetcase of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the “2015 Business Financial Statements”) Exchange Act), applied on a consistent basis during the periods involved, and (ii) audited balance sheets with respect to fairly present in all material respects the Business at December 31, 2014 consolidated financial position of the Company and December 31, 2013 (together with its consolidated Subsidiaries as of the notes thereto, the “2014 and 2013 Balance Sheets”) respective dates thereof and the related audited consolidated statements of operations, business unit stockholders’ equity and cash flows for the years respective periods then ended December 31(subject, 2014 and December 31in the case of unaudited quarterly statements, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, to normal year-end audit adjustments and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with the books absence of account and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements (except as may be indicated in the notes theretofootnotes). (c) Except The Company has designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief accounting officer of the Company by others within those entities. The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Board of Directors of the Company, (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely effect in any material respect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. To the Company’s Knowledge, there is no reason to believe, after completion of all remediation set forth on Section 4.5(c) of the Company Disclosure Schedule and any other remediation the costs of which would not be material to the Company and the Company Subsidiaries taken as reflected or reserved against on a whole, that its auditors and its chief executive officer will not be able to give the Balance Sheetcertifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 when next due. Since May 28, the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that 2005, (i) were neither the Company nor any Company Subsidiary nor, to the Company’s Knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries has received any written complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls relating to the Company and the Company Subsidiaries taken as a whole and (ii) no attorney representing the Company or any Company Subsidiary has made a report to the Company’s chief legal officer, chief executive officer or Board of Directors (or any committee thereof) pursuant to the SEC’s Standards of Professional Conduct for Attorneys (17 CFR Part 205). (d) Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Company has been and is in compliance in all material respects with (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Neither the Company nor any of the Company Subsidiaries has any Liabilities that would be required by GAAP to be reflected in the consolidated balance sheet of the Company, except (a) for such Liabilities (i) reflected, reserved against or otherwise disclosed in the consolidated balance sheet of the Company as of November 26, 2005 or May 28, 2005 (in each case including the notes thereto), which is included in the SEC Financial Statements, (ii) incurred in the ordinary course of business in a manner consistent with past practice practice, (iii) arising under the terms of (but not from any breach of default under) any Contract or Permit binding upon the Company or any of the Company Subsidiaries that is either (x) disclosed in the Company Disclosure Schedule or (y) not required to be so disclosed by the terms of this Agreement, and including any such Contract that is entered into, or such Permit that is obtained, after the date of this Agreement, as long as entering into such Contract or obtaining such Permit does not violate any provision of this Agreement, or (iv) incurred pursuant to or in violation of connection with this Agreement or the Transactions and (iib) have not had and for such other Liabilities as would not reasonably be expected to have have, individually or in the aggregate, a Business Company Material Adverse Effect. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Documents; Financial Statements; Undisclosed Liabilities. (ai) With respect to the Business onlyAmedisys has filed or furnished all required registration statements, Seller Parent has not filed any prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2014 under Section 13(a) or 15(d) 2021 (the “Amedisys SEC Documents”). As of their respective dates, the Amedisys SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the “Securities Act”), the Exchange Act whichand the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Amedisys SEC Documents, and none of the Amedisys SEC Documents when filed and at their respective dates (oreffective times, if amended or superseded by a filing prior to the date hereof, then on the date of such filing)applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Amedisys SEC Documents, and, to the knowledge of Amedisys, none of the Amedisys SEC Documents is the subject of any outstanding SEC investigation. No subsidiary of Amedisys is required to file reports with the SEC pursuant to the requirements of the Exchange Act. (bii) Section 4.04(bThe consolidated financial statements (including all related notes and schedules) of Amedisys and its subsidiaries included in the Seller Disclosure Letter sets forth (i) an audited balance sheet with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) Amedisys SEC Documents were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for the periods covered thereby and, (C) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a manner and using accounting principles consistent with Seller’s historical financial statements basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Amedisys and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). (ciii) Except (A) as reflected or reserved against in Amedisys’s audited balance sheet as of December 31, 2022 (or the notes thereto) included in Amedisys’s Annual Report on Form 10-K filed with the SEC on February 16, 2023 (the “Amedisys Balance Sheet”), the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that (iB) were for liabilities and obligations incurred in the ordinary course of business in a manner consistent with past practice since December 31, 2022, and not (C) for liabilities and obligations incurred in violation connection with or contemplated by this Agreement, neither Amedisys nor any of this Agreement its subsidiaries has any liabilities or obligations of any nature (iiwhether accrued, absolute, contingent or otherwise) have not had and that, individually or in the aggregate, would not reasonably be expected to have a Business Material Adverse EffectEffect on Amedisys. (div) The Business has established and maintained Amedisys maintains a system of “internal accounting controls control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances that, in all material respects, assurance (iA) transactions are executed in accordance with management’s general or specific authorization, that transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and GAAP, consistently applied, (B) to maintain accountability for items, (ii) access to assets is permitted that transactions are executed only in accordance with management’s general or specific the authorization of management and (iiiC) recorded accountability for items regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Amedisys’s properties or assets. Since January 1, 2021, none of Amedisys, Amedisys’s independent accountants, the Board of Directors of Amedisys or its audit committee has identified or been made aware of any (1) “significant deficiency” in the internal controls over financial reporting of Amedisys, (2) “material weakness” in the internal controls over financial reporting of Amedisys, (3) fraud, whether or not material, that involves management or other employees of Amedisys who have a significant role in the internal controls over financial reporting of Amedisys or (4) any bona fide complaints regarding a material violation of accounting procedures, internal accounting controls or auditing matters, including from employees of Amedisys or any of its subsidiaries regarding questionable accounting, auditing or legal compliance matters. (v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Amedisys are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Amedisys in the reports that it files or submits under the Exchange Act is compared with actual levels at reasonable intervals recorded, processed, summarized and appropriate action reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is taken accumulated and communicated to the management of Amedisys, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officers and chief financial officer of Amedisys to make the certifications required under the Exchange Act with respect to such reports. (vi) Neither Amedisys nor any differencesof its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Amedisys and any of its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Amedisys or any of its subsidiaries in Amedisys’s or such subsidiary’s published financial statements or other Amedisys SEC Documents.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect to the Business onlyThe Company has filed all reports, Seller Parent has not filed any documents schedules, forms and registration statements with the SEC since January 1, 2014 under Section 13(a) required to be filed pursuant to the Securities Act or 15(d) of the Exchange Act whichand the rules and regulations of the SEC promulgated thereunder from May 29, as 2004 through the date of this Agreement (collectively, the “SEC Documents”). As of their respective dates (or, or if subsequently amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing), the SEC Documents, including any financial statements or schedules included therein, as finally amended, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents (as the Securities Act or the Exchange Act and the rules and regulation promulgated thereunder were in effect on the date so filed), and none of the SEC Documents, when finally amended prior to the date hereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Company from the SEC staff with respect to any of the SEC Documents. No Company Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Section 4.04(bThe consolidated financial statements (including the related notes and schedules) of the Seller Disclosure Letter sets forth Company included in the SEC Documents (i) an audited balance sheet with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance SheetSEC Financial Statements”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 have been prepared in accordance with GAAP (together with except as may be otherwise indicated therein or in the notes thereto and except, in the Balance Sheetcase of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the “2015 Business Financial Statements”) Exchange Act), applied on a consistent basis during the periods involved, and (ii) audited balance sheets with respect to fairly present in all material respects the Business at December 31, 2014 consolidated financial position of the Company and December 31, 2013 (together with its consolidated Subsidiaries as of the notes thereto, the “2014 and 2013 Balance Sheets”) respective dates thereof and the related audited consolidated statements of operations, business unit stockholders’ equity and cash flows for the years respective periods then ended December 31(subject, 2014 and December 31in the case of unaudited quarterly statements, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, to normal year-end audit adjustments and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with the books absence of account and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements (except as may be indicated in the notes theretofootnotes). (c) Except The Company has designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief accounting officer of the Company by others within those entities. The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Board of Directors of the Company, (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely effect in any material respect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. To the Company’s Knowledge, there is no reason to believe, after completion of all remediation set forth on Section 4.5(c) of the Company Disclosure Schedule and any other remediation the costs of which would not be material to the Company and the Company Subsidiaries taken as reflected or reserved against on a whole, that its auditors and its chief executive officer will not be able to give the Balance Sheetcertifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sa▇▇▇▇▇▇-▇▇▇▇▇ ▇ct of 2002 when next due. Since May 28, the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that 2005, (i) were neither the Company nor any Company Subsidiary nor, to the Company’s Knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries has received any written complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls relating to the Company and the Company Subsidiaries taken as a whole and (ii) no attorney representing the Company or any Company Subsidiary has made a report to the Company’s chief legal officer, chief executive officer or Board of Directors (or any committee thereof) pursuant to the SEC’s Standards of Professional Conduct for Attorneys (17 CFR Part 205). (d) Since the enactment of the Sa▇▇▇▇▇▇-▇▇▇▇▇ ▇ct of 2002, the Company has been and is in compliance in all material respects with (i) the applicable provisions of the Sa▇▇▇▇▇▇-▇▇▇▇▇ ▇ct of 2002 and (ii) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Neither the Company nor any of the Company Subsidiaries has any Liabilities that would be required by GAAP to be reflected in the consolidated balance sheet of the Company, except (a) for such Liabilities (i) reflected, reserved against or otherwise disclosed in the consolidated balance sheet of the Company as of November 26, 2005 or May 28, 2005 (in each case including the notes thereto), which is included in the SEC Financial Statements, (ii) incurred in the ordinary course of business in a manner consistent with past practice practice, (iii) arising under the terms of (but not from any breach of default under) any Contract or Permit binding upon the Company or any of the Company Subsidiaries that is either (x) disclosed in the Company Disclosure Schedule or (y) not required to be so disclosed by the terms of this Agreement, and including any such Contract that is entered into, or such Permit that is obtained, after the date of this Agreement, as long as entering into such Contract or obtaining such Permit does not violate any provision of this Agreement, or (iv) incurred pursuant to or in violation of connection with this Agreement or the Transactions and (iib) have not had and for such other Liabilities as would not reasonably be expected to have have, individually or in the aggregate, a Business Company Material Adverse Effect. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect to the Business onlyPrime has filed all required reports, Seller Parent has not filed any schedules, forms, statements and other documents with the SEC since July 1993 through the date hereof (the "Prime SEC Documents"). Schedule 3.6(a) to the Prime Disclosure Letter contains a complete list of all Prime SEC Documents filed by Prime under the Exchange Act since January 1, 2014 under Section 13(a) 1997 and on or 15(d) prior to the date of this Agreement. All of the Exchange Act whichPrime SEC Documents (other than preliminary material), as of their respective dates (orfiling dates, if amended or superseded by a complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and, in each case, the rules and regulations promulgated thereunder applicable to such Prime SEC Documents. None of the Prime SEC Documents at the time of filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Section 4.04(b) , except to the extent such statements have been modified or superseded by later Prime SEC Documents filed and publicly available prior to the date of this Agreement. The consolidated financial statements of Prime and the Prime Subsidiaries included in the Prime SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Seller Disclosure Letter sets forth (i) an audited balance sheet SEC with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were have been prepared in accordance with GAAP (except, in the books case of account unaudited statements, as permitted by the applicable rules and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position regulations of the Business and the results of its operations and changes in cash flows as of the dates thereof and for SEC) applied on a consistent basis during the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements involved (except as may be indicated in the notes thereto). (c) Except as reflected or reserved against on and fairly presented, in accordance with the Balance Sheetapplicable requirements of GAAP and the applicable rules and regulations of the SEC, the Assumed Liabilities do not include consolidated financial position of Prime and the Prime Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except for liabilities and obligations set forth or reflected in the Prime SEC Documents or in Schedule 3.6(b) to the Prime Disclosure Letter, as of the date hereof neither Prime nor any Liabilities Prime Subsidiary has any liabilities or obligations of any nature other than Liabilities that (iwhether accrued, absolute, contingent or otherwise) were incurred required by GAAP to be set forth on a consolidated balance sheet of Prime or in the ordinary course of business notes thereto and which, individually or in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had and the aggregate, would not reasonably be expected to have a Business Prime Material Adverse Effect. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect Neither the Company nor any Company Subsidiary is required to the Business only, Seller Parent has not filed file any reports or other documents with the SEC since January 1U.S. Securities and Exchange Commission (the “SEC”). (b) The Company has filed Amendment No. 4 to the Registration Statement on Form S-11 (the “Company S-11”) with the SEC. As of its filing date, 2014 under Section 13(athe Company S-11: (i) or 15(d) complied in all material respects with the requirements of the Exchange Securities Act which, as and the rules and regulations of their respective dates the SEC thereunder applicable thereto; and (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing), contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, made therein not misleading. (bc) Section 4.04(b) The consolidated financial statements of the Seller Disclosure Letter sets forth (i) an audited balance sheet Company included in the Company S-11 complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were have been prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, generally accepted accounting principles (B“GAAP”) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for applied on a consistent basis during the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The pro forma financial statements included in the Company S-11 comply with the requirements of Regulation S-X and the assumptions used in the preparation of the pro forma financial statements included in the Company S-11 are reasonable and the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and have been properly applied to the historical amounts in the compilation of those statements. The Company has delivered or made available to Parent complete and correct copies of (i) all management representation letters delivered by the Company or its management to the Company’s auditors in connection with the audit of the Company’s 2004 financial statements and (ii) all correspondence with the SEC. (cd) Except as reflected The Company has no Company Subsidiaries that are not consolidated for accounting purposes. (e) Neither the Company nor any of the Company Subsidiaries has any liabilities or reserved against on the Balance Sheet, the Assumed Liabilities do not include any Liabilities obligations of any nature (collectively, “Liabilities”), whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due, that are material, other than Liabilities that liabilities to the extent (i) were reserved for or reflected on the Company’s audited balance sheet as of December 31, 2004 (the “Financial Statement Date”) delivered or made available to Parent (the “Company Audited Financials”), (ii) incurred in the ordinary course of business after the Financial Statement Date which, individually or in the aggregate, are not reasonably expected to have a manner consistent Company Material Adverse Effect, (iii) relating to performance obligations under Contracts (as defined below) in accordance with past practice the terms and conditions thereof which are not in violation of this Agreement required by GAAP to be reflected on a regularly prepared balance sheet, or (iiiv) have not had and such other Liabilities as would not not, individually or in the aggregate, reasonably be expected to have a Business Company Material Adverse Effect. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect The Company has filed or furnished on a timely basis all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by the Business only, Seller Parent has not filed any documents Company with the SEC since January 1, 2014 under Section 13(a) the Securities Act or 15(d) of the Exchange Act whichsince February 22, 2020 together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed or furnished by the Company with the SEC, as they have been supplemented, modified or amended since the time of their filing, collectively, the “Company SEC Documents”). None of the Subsidiaries of the Company (nor, to the Knowledge of the Company, any Company Joint Venture) is required to make any filings with the SEC. (b) As of its respective dates filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of the last such filing)) each Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, contained as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case when filed or furnished, or with respect to any proxy statement filed pursuant to the Exchange Act, on the date of the applicable meeting. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Documents. There has been no material correspondence between the SEC and the Company since February 22, 2020 that is not set forth in the Company SEC Documents or that has not otherwise been disclosed to Parent prior to the date hereof. (bc) Section 4.04(b) The consolidated financial statements of the Seller Disclosure Letter sets forth Company included in the Company SEC Documents (iincluding, in each case, any notes or schedules thereto) an audited balance sheet with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Company SEC Financial Statements”). The Business (i) fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries (on a consolidated basis) as of the respective dates of and for the periods referred to in the Company SEC Financial Statements Statements, and (Aii) were prepared in accordance with GAAP (as in effect in the books United States on the date of account and other financial records of Seller and its subsidiaries, (Bsuch Company SEC Financial Statement) present fairly in all material respects as applied by the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for Company on a consistent basis throughout the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), subject, in the case of interim Company SEC Financial Statements, to normal year-end adjustments that are not material in amount or nature, individually or in the aggregate, and the absence of certain notes (none of which if presented would materially differ from those presented in the audited Company SEC Financial Statements). (cd) Except The Company has timely filed all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act; or (ii) 18 U.S.C. Section 1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) with respect to all applicable Company SEC Documents. The Company maintains disclosure controls and procedures required and as defined by Rule 13a-15 or Rule 15d-15 under the Exchange Act, which such controls and procedures are reasonably designed to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company SEC Documents. (e) The Company has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as required by Rule 13a-15 under the Exchange Act and sufficient in all material respects to provide reasonable assurances regarding the reliability of financial reporting for the Company and its Subsidiaries for external purposes in accordance with GAAP. There were no significant deficiencies or material weaknesses identified in management’s assessment of internal control over financial reporting as of and for the year ended December 31, 2021 (nor has any such deficiency or weakness been identified as of the date hereof) or any fraud related to the Company, its Subsidiaries, any Company Joint Ventures and their respective businesses (or, to the Knowledge of the Company, any other fraud), whether or not material, that involves the management or other employees of the Company or any of its Subsidiaries who have a significant role in the Company’s internal control over financial reporting. (f) The Company and its Subsidiaries do not have any liabilities or obligations of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued), required by GAAP to be reflected or reserved against on a consolidated balance sheet of the Balance Sheet, Company (or the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that notes thereto) except (i) were as specifically disclosed or reflected and adequately reserved against in the most recent balance sheet included in the Company SEC Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent balance sheet included in a manner consistent with past practice the Company SEC Financial Statements, (iii) for liabilities and not obligations incurred pursuant to the transactions contemplated by this Agreement, (iv) for liabilities incurred that have been discharged or paid in violation full prior to the date of this Agreement and (v) for liabilities and obligations that, individually or (ii) in the aggregate, have not had had, and would not reasonably be expected to have have, a Business Company Material Adverse Effect. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Documents; Financial Statements; Undisclosed Liabilities. (ai) With respect to the Business onlyAmedisys has filed or furnished all required registration statements, Seller Parent has not filed any prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2014 under Section 13(a) or 15(d) 2021 (the “Amedisys SEC Documents”). As of their respective dates, the Amedisys SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the “Securities Act”), the Exchange Act whichand the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Amedisys SEC Documents, and none of the Amedisys SEC Documents when filed and at their respective dates (oreffective times, if amended or superseded by a filing prior to the date hereof, then on the date of such filing)applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Amedisys SEC Documents, and, to the knowledge of Amedisys, none of the Amedisys SEC Documents is the subject of any outstanding SEC investigation. No subsidiary of Amedisys is required to file reports with the SEC pursuant to the requirements of the Exchange Act. (bii) Section 4.04(bThe consolidated financial statements (including all related notes and schedules) of Amedisys and its subsidiaries included in the Seller Disclosure Letter sets forth (i) an audited balance sheet with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) Amedisys SEC Documents were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for the periods covered thereby and, (C) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a manner and using accounting principles consistent with Seller’s historical financial statements basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Amedisys and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). (ciii) Except (A) as reflected or reserved against in Amedisys’s audited balance sheet as of December 31, 2022 (or the notes thereto) included in Amedisys’s Annual Report on Form 10-K filed with the SEC on February 16, 2023 (the “Amedisys Balance Sheet”), the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that (iB) were for liabilities and obligations incurred in the ordinary course of business in a manner consistent with past practice since December 31, 2022, and not (C) for liabilities and obligations incurred in violation connection with or contemplated by this Agreement, neither Amedisys nor any of this Agreement its subsidiaries has any liabilities or obligations of any nature (iiwhether accrued, absolute, contingent or otherwise) have not had that would be required by GAAP to be reflected on a consolidated balance sheet of Amedisys and its subsidiaries (or in the notes thereto) that, individually or in the aggregate, would not reasonably be expected to have a Business Material Adverse EffectEffect on Amedisys. (div) The Business has established and maintained Amedisys maintains a system of “internal accounting controls control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances that, in all material respects, assurance (iA) transactions are executed in accordance with management’s general or specific authorization, that transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and GAAP, consistently applied, (B) to maintain accountability for items, (ii) access to assets is permitted that transactions are executed only in accordance with management’s general or specific the authorization of management and (iiiC) recorded accountability for items regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Amedisys’s properties or assets. Since January 1, 2021, none of Amedisys, Amedisys’s independent accountants, the Board of Directors of Amedisys or its audit committee has identified or been made aware of any (1) “significant deficiency” in the internal controls over financial reporting of Amedisys, (2) “material weakness” in the internal controls over financial reporting of Amedisys, (3) fraud, whether or not material, that involves management or other employees of Amedisys who have a significant role in the internal controls over financial reporting of Amedisys or (4) any bona fide complaints regarding a material violation of accounting procedures, internal accounting controls or auditing matters, including from employees of Amedisys or any of its subsidiaries regarding questionable accounting, auditing or legal compliance matters. (v) The “disclosure controls and procedures” (as defined in Rules 13a- 15(e) and 15d-15(e) of the Exchange Act) utilized by Amedisys are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Amedisys in the reports that it files or submits under the Exchange Act is compared with actual levels at reasonable intervals recorded, processed, summarized and appropriate action reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is taken accumulated and communicated to the management of Amedisys, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officers and chief financial officer of Amedisys to make the certifications required under the Exchange Act with respect to such reports. (vi) Neither Amedisys nor any differencesof its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Amedisys and any of its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off- balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Amedisys or any of its subsidiaries in Amedisys’s or such subsidiary’s published financial statements or other Amedisys SEC Documents.

SEC Documents; Financial Statements; Undisclosed Liabilities. (ai) With respect to the Business onlyDiamond and its subsidiaries have filed or furnished all required registration statements, Seller Parent has not filed any prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein) with the SEC since January 1, 2014 under Section 13(a) or 15(d) 2013 (the “Diamond SEC Documents”). As of their respective dates, the Diamond SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act whichand the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Diamond SEC Documents, and none of the Diamond SEC Documents when filed and at their respective dates (oreffective times, if amended or superseded by a filing prior to the date hereof, then on the date of such filing)applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Diamond SEC Documents, and, to the knowledge of Diamond, none of the Diamond SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. (bii) Section 4.04(bThe consolidated financial statements (including all related notes and schedules) of Diamond and its subsidiaries included in the Seller Disclosure Letter sets forth Diamond SEC Documents (i) an audited balance sheet with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Diamond Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for the periods covered thereby and, (C) were prepared in accordance with GAAPGAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a manner and using accounting principles consistent with Seller’s historical financial statements basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Diamond and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). (ciii) Except (A) as reflected or reserved against on in Diamond’s unaudited balance sheet as of September 30, 2015 (or the Balance Sheetnotes thereto) as included in the Diamond Filed SEC Documents, the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that (iB) were for liabilities and obligations incurred in the ordinary course of business in a manner consistent with past practice since September 30, 2015 and not (C) for liabilities and obligations incurred in violation connection with or contemplated by this Agreement, neither Diamond nor any of this Agreement its subsidiaries has any liabilities or obligations of any nature (iiwhether accrued, absolute, contingent or otherwise) have not had that would be required by GAAP to be reflected on a consolidated balance sheet of Diamond and its subsidiaries (or in the notes thereto) that, individually or in the aggregate, would not reasonably be expected to have a Business Material Adverse EffectEffect on Diamond. (div) The Business has established and maintained Diamond maintains a system of “internal accounting controls control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances that, in all material respects, assurance (i) transactions are executed in accordance with management’s general or specific authorization, that transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for itemsGAAP, consistently applied, (ii) access to assets is permitted that transactions are executed only in accordance with management’s general or specific the authorization of management and (iii) recorded accountability for items regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Diamond’s properties or assets. Since January 1, 2013, 40 none of Diamond, ▇▇▇▇▇▇▇’s independent accountants, the Board of Directors of Diamond or its audit committee has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of Diamond, (ii) “material weakness” in the internal controls over financial reporting of Diamond or (iii) fraud, whether or not material, that involves management or other employees of ▇▇▇▇▇▇▇ who have a significant role in the internal controls over financial reporting of Diamond. (v) The “disclosure controls and procedures” (as defined in Rules 13a- 15(e) and 15d-15(e) of the Exchange Act) utilized by Diamond are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Diamond in the reports that it files or submits under the Exchange Act is compared with actual levels at reasonable intervals recorded, processed, summarized and appropriate action reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is taken accumulated and communicated to the management of Diamond, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Diamond to make the certifications required under the Exchange Act with respect to such reports. (vi) Neither Diamond nor any differencesof its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Diamond and any of its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Diamond or any of its subsidiaries in Diamond’s or such subsidiary’s published financial statements or other Diamond SEC Documents.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect Seller (and any entity to which it is a successor issuer for purposes of Rule 12g-3 under the Business onlyExchange Act, Seller Parent each such entity being a "Predecessor Entity") has not filed any all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the "SEC") since June 30, 1993 (the "SEC since January 1Documents"). Seller has delivered to Buyers (i) Seller's annual reports on Form 10-K for its fiscal years ended December 31, 2014 under Section 13(a1995, 1994 and 1993, (ii) or 15(dits quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 1996 and June 30, 1996, and (iii) all of the Exchange Act whichother SEC Documents filed since December 31, as 1995. The audited consolidated balance sheets of their respective dates Seller and its subsidiaries (or, if amended or superseded by a filing including the notes thereto) set forth in the most recent SEC Document of Seller filed prior to the date hereofhereof on Form 10-K, then on as updated or modified by the date consolidated balance sheet and the notes thereto set forth in the June 30, 1996 Form 10-Q filed subsequently thereto, shall be hereinafter referred to as the "Actual Balance Sheet." As of such filingtheir respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Section 4.04(b) . The financial statements of Seller and each Predecessor Entity included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Seller Disclosure Letter sets forth (i) an audited balance sheet SEC with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for generally accepted accounting principles applied on a consistent basis during the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Seller and its subsidiaries and of each Predecessor Entity and its subsidiaries, as the case may be, as of the dates thereof and the consolidated results of operations and statements of cash flows of Seller and its subsidiaries and of each Predecessor Entity and its subsidiaries, as the case may be, for the periods then ended (subject, in the case of any unaudited statements, to the absence of footnotes and to normal year-end audit adjustments). (cb) Except There are no material liabilities or obligations relating to the Purchased Assets or the Business of any nature (whether accrued, absolute, contingent or unasserted), except (1) as disclosed, reflected or fully reserved against on in the Actual Balance Sheet, the Assumed Liabilities do not include any Liabilities of any nature (2) for items set forth in Schedule 3.05 and (3) for other than Liabilities that (i) were liabilities and obligations incurred in the ordinary course of business in a manner consistent with past practice since the Balance Sheet Date which, individually or in the aggregate, are not material to the Purchased Assets and not in violation of this Agreement or (ii) have not had and would not reasonably be expected to have the Business taken as a Business Material Adverse Effectwhole. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect Except as indicated on Schedule 2.6 to the Business onlyGrove Disclosure Letter, Seller Parent Grove has not filed any all required reports, schedules, forms, statements and other documents with the SEC since January 1, 2014 under Section 13(a1995 through the date hereof (the "Grove SEC Documents") or 15(don a timely basis. Schedule 2.6 of the Grove Disclosure Letter contains a complete list (without exhibits) of all Grove SEC Documents filed by Grove with the Exchange Act whichSEC since January 1, 1995 and on or prior to the date of this Agreement. All of the Grove SEC Documents (other than preliminary material), as of their respective dates (orfiling dates, if amended or superseded by a filing prior to the date hereof, then on as of the date of such the last amendment thereof (if amended after filing), complied in all material respects with all applicable requirements of the Securities Act, and the Exchange Act and, in each case, the rules and regulations promulgated thereunder applicable to such Grove SEC Documents. None of the Grove SEC Documents at the time of filing contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Section 4.04(b) , except to the extent such statements have been modified or superseded by later Grove SEC Documents filed on a non-confidential basis prior to the date of this Agreement. The consolidated financial statements of Grove included in the Grove SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Seller Disclosure Letter sets forth (i) an audited balance sheet SEC with respect to thereto, have been prepared in accordance with accounting principles generally accepted in the Business at December 31United States ("GAAP") (except, 2015 in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (together with except as may be indicated therein or in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, in all material respects, the “Balance Sheet”) consolidated financial position of Grove and the related audited statements consolidated Grove Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the year periods then ended December 31(subject, 2015 in the case of unaudited statements, to normal year-end audit adjustments, any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act). Schedule 2.6 of the Grove Disclosure Letter sets forth all Grove Subsidiaries which are not consolidated for accounting purposes as of the date hereof. Except for liabilities and obligations set forth in the Grove SEC Documents or in Schedule 2.6 to the Grove Disclosure Letter, neither Grove nor any of the Grove Subsidiaries has any liabilities or obligations of any nature (together with whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Grove or in the notes thereto and which, individually or in the Balance Sheetaggregate, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31would have a Grove Material Adverse Effect, 2014 and December 31, 2013 (together after taking into account any assets acquired or services provided in connection with the notes thereto, the “2014 and 2013 Balance Sheets”incurrence of such liabilities or obligations. (b) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together Grove has at all times been in material compliance with the notes thereto, the 2014 rules and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position regulations of the Business and the results of its operations and changes in cash flows as of the dates thereof and for the periods covered thereby and, American Stock Exchange (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements (except as may be indicated in the notes thereto"AMEX"). (c) Except as reflected At no time has Grove OP or reserved against on any other Grove Subsidiary been subject to the Balance Sheet, reporting requirements of Sections 13 or 15(d) of the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that (i) were incurred in the ordinary course of business in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had and would not reasonably be expected to have a Business Material Adverse EffectExchange Act. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect to the Business onlyThe Company has timely filed all reports, Seller Parent has not filed any schedules, forms, statements and other documents with the SEC required to be filed by the Company pursuant to the Securities Act of 1933 (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act since January 1, 2014 under Section 13(a) or 15(d) 2018 (the “SEC Documents”). As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Exchange Act which, Securities Act) and as of their respective dates of filing (orin the case of all other SEC Documents), if the SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, the applicable requirements of Nasdaq and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and except to the extent amended or superseded by a subsequent filing with the SEC prior to the date hereofof this Agreement, then on the date as of such filing)dates, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Documents. As of the date of this Agreement, to the Knowledge of the Company, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. (b) Section 4.04(bEach of the audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Seller Disclosure Letter sets forth (i) an audited balance sheet with respect Company included in the SEC Documents when filed complied as to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly form in all material respects with the financial position published rules and regulations of the Business and the results of its operations and changes SEC with respect thereto, have been prepared in cash flows as of the dates thereof and for the periods covered thereby and, (C) were prepared all material respects in accordance with generally accepted accounting principles as applied in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, to the extent permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a manner and using accounting principles consistent with Seller’s historical financial statements basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments and the absence of footnotes), in each case in accordance with GAAP. (c) Except as for matters reflected or reserved against in the consolidated balance sheet of the Company set forth in the Company’s Form 10-Q for the quarterly period ended June 30, 2020, neither the Company nor any of its Subsidiaries has any liabilities or obligations of a type that would be required under GAAP, as in effect on the Balance Sheetdate of this Agreement, to be reflected on a consolidated balance sheet of the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities Company (including the notes thereto), except liabilities and obligations that (i) were incurred since the date of such balance sheet in the ordinary course Ordinary Course of business Business, (ii) are incurred in a manner consistent connection with past practice the preparation, negotiation and not in violation consummation of the transactions contemplated by this Agreement Agreement, or (iiiii) have not had and would not reasonably be expected to have have, individually or in the aggregate, a Business Material Adverse Effect. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect to the Business onlyEOP and EOP Operating Partnership have filed all required reports, Seller Parent has not filed any schedules, forms, statements and other documents with the SEC since January 1July 8, 2014 1997 through the date hereof (the "EOP SEC Documents"). Schedule 3.6(a) to the EOP Disclosure Letter contains a complete list of all EOP SEC Documents filed by EOP under Section 13(a) or 15(d) of the Exchange Act whichsince July 8, 1997 and on or prior to the date of this Agreement. All of the EOP SEC Documents (other than preliminary material), as of their respective dates (orfiling dates, if amended or superseded by a complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and, in each case, the rules and regulations promulgated thereunder applicable to such EOP SEC Documents. None of the EOP SEC Documents at the time of filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Section 4.04(b) , except to the extent such statements have been modified or superseded by later EOP SEC Documents filed and publicly available prior to the date of this Agreement. The consolidated financial statements of EOP and the EOP Subsidiaries included in the EOP SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Seller Disclosure Letter sets forth (i) an audited balance sheet SEC with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were have been prepared in accordance with GAAP (except, in the books case of account unaudited statements, as permitted by the applicable rules and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position regulations of the Business and the results of its operations and changes in cash flows as of the dates thereof and for SEC) applied on a consistent basis during the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements involved (except as may be indicated in the notes thereto). (c) Except as reflected or reserved against on and fairly presented, in accordance with the Balance Sheetapplicable requirements of GAAP and the applicable rules and regulations of the SEC, the Assumed Liabilities do not include consolidated financial position of EOP and the EOP Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except for liabilities and obligations set forth in the EOP SEC Documents or in Schedule 3.6(b) to the EOP Disclosure Letter, neither EOP nor any Liabilities EOP Subsidiary has any liabilities or obligations of any nature other than Liabilities that (iwhether accrued, absolute, contingent or otherwise) were incurred required by GAAP to be set forth on a consolidated balance sheet of EOP or in the ordinary course of business notes thereto and which, individually or in a manner consistent with past practice and not in violation of this Agreement or (ii) the aggregate, would have not had and would not reasonably be expected to have a Business an EOP Material Adverse Effect. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect to the Business onlyThe Company has filed all required reports, Seller Parent has not filed any schedules, forms, statements and other documents with the Securities and Exchange Commission (the "SEC") since December 31, 1998 (the "SEC since January 1, 2014 under Section 13(a) or 15(d) of the Exchange Act which, as of their respective dates (or, if amended or superseded by a filing prior Documents"). The Company has delivered to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Section 4.04(b) of the Seller Disclosure Letter sets forth Investors (i) an audited balance sheet with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows Company's annual reports on Form 10-K for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the its fiscal years ended December 31, 2014 1999, 2000 and, in substantially final form, 2001, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2001, June 30, 2001 and September 30, 2001 and (iii) all of the other SEC Documents filed by it since December 31, 2013 1998. The audited balance sheets of the Company (together with including the notes thereto) set forth in the most recent SEC Document of the Company filed prior to the date hereof on Form 10-K shall be hereinafter referred to as the "Actual Balance Sheet". As of their respective dates, the 2014 and 2013 Balance SheetsSEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, applicable to such SEC Documents. The financial statements of the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the 2015 Business Financial Statementspublished rules and regulations of the SEC with respect thereto, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for generally accepted accounting principles applied on a consistent basis during the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company, as of the dates thereof, and the consolidated results of operations and statements of cash flows of the Company, for the periods then ended (subject, in the case of any unaudited statements, to the absence of footnotes and to normal year-end audit adjustments). (cb) Except There are no material liabilities or obligations (whether accrued, absolute, contingent or unasserted), except (1) as disclosed, reflected or fully reserved against on in the Actual Balance Sheet, the Assumed Liabilities do not include any Liabilities of any nature (2) for items set forth in Schedule 2.4, (3) for other than Liabilities that (i) were liabilities and obligations incurred in the ordinary course of business in a manner consistent with past practice since the Balance Sheet Date and not in violation of this Agreement or (ii4) have not had for liabilities and obligations that, when taken together, would not reasonably be expected to have result in a Business Company Material Adverse Effect. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect Schedule 3.5(a) sets forth a list of each registration statement, report, form, schedule, statement or other document and all amendments and supplements thereto prepared by the Company or relating to the Business only, Seller Parent has not its properties or assets filed any documents with the SEC since January June 1, 2014 1996 (collectively, the "Company Reports"). Except as set forth in Schedule 3.5(a), the Company Reports were filed with the SEC in a timely manner and include all registration statements, reports, forms, schedules, statements and other documents required to be filed by the Company under Section 13(a) or 15(d) of the Securities Act, the Securities Exchange Act whichof 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (collectively, the "Securities Laws"). As of their respective dates dates, the Company Reports (or, if amended or superseded by a filing prior to i) complied in all material respects with all applicable requirements of the date hereof, then on the date of such filing), contained Securities Laws and (ii) were complete and correct in all material respects and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There is no unresolved violation asserted by any Government Authority with respect to any of the Company Reports. (b) Section 4.04(b) Each of the Seller Disclosure Letter sets forth balance sheets included in or incorporated by reference into the Company Reports (i) an audited balance sheet with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and including the related audited statements of operations notes and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”schedules) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly presented in all material respects the financial position of the Business person or persons to which it relates as of its date and each of the statements of income, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presented in all material respects the results of its operations and changes in operations, retained earnings or cash flows flows, as the case may be, of the dates thereof and person or persons to which it relates for the periods covered thereby andset forth therein, (C) were prepared in each case in accordance with GAAP, in a manner and using United States generally accepted accounting principles consistent with Seller’s historical financial statements consistently applied ("GAAP") during the periods involved, except as may be indicated noted therein and except, in the notes thereto)case of the unaudited statements, normal recurring year-end adjustments which have not been and will not be material in nature or amount. (c) Except as reflected or reserved against on and to the Balance Sheetextent set forth in the Company Reports and the Company's financial statements filed with the SEC, neither the Assumed Liabilities do not include Company nor any of the Material Subsidiaries has any Liabilities (nor is the Company aware of any nature other than Liabilities circumstances that (iwould result in any such Liabilities) were incurred that would, individually or in the ordinary course of business in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had and would not aggregate, be reasonably be expected to have a Business Material Adverse Effect. (d) The Business Company has established previously furnished Buyer with copies of audited statutory financial statements of each of the Material Subsidiaries as of and maintained a system for the years ended December 31, 1998 and 1997, and unaudited statutory financial statements of internal RGA Life Insurance Company of Canada as of and for the period ended June 30, 1999 and RGA Reinsurance Company as of and for the period ended September 30, 1999, in each case prepared in conformity with accounting controls sufficient practices prescribed or permitted by their respective jurisdictions of domicile, and in each case to provide reasonable assurances thatthe extent that such statutory financial statements have been prepared or are required by Law to be prepared (collectively, the "SAP Financial Statements"). Each of the balance sheets included in the SAP Financial Statements fairly presented in all material respectsrespects the financial position of the reporting person as of its date and each of the statements of operations and cash flows included in the SAP Financial Statements fairly presented in all material respects the results of operations and cash flows of the reporting person for the period therein set forth, (i) transactions are executed in each case in accordance with management’s general statutory accounting practices prescribed or specific authorizationpermitted by the applicable jurisdiction on a consistent basis. As of their respective dates, transactions are recorded as necessary the SAP Financial Statements complied in all material respects with all applicable Laws. No material deficiencies or unresolved violations have been asserted by any Government Authority with respect to the SAP Financial Statements. (Ae) to permit Each reserve and other liability amount in respect of the preparation insurance or reinsurance business, established or reflected in the SAP Financial Statements of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted each reporting person was determined in accordance with management’s general generally accepted actuarial standards consistently applied, was based on actuarial assumptions that were in accordance with or specific authorization stronger than those called for in relevant policy and contract provisions, is fairly stated in all material respects in accordance with sound actuarial principles and is in compliance with the requirements of the insurance Laws of their respective jurisdictions of domicile as well as those of any other applicable jurisdictions (iii) recorded accountability for items is compared with actual levels at reasonable intervals collectively, "Applicable Insurance Laws"). Except as set forth on Schedule 3.5(e), such reserves and appropriate action is taken liability amounts with respect to any differenceseach reporting person were adequate in all material respects to cover the total amount of all Liabilities of such reporting person under all its outstanding insurance, reinsurance and other similar contracts as of December 31, 1998 and 1997, June 30, 1999 or September 30, 1999, as appropriate. Such investment assumptions were reasonable as of December 31, 1998 or 1997, June 30, 1999 or September 30, 1999, as appropriate. Each reporting person owns assets that qualify as admitted assets in an amount at least equal to the sum of all such reserves and liability amounts and its minimum statutory capital and surplus as required by Applicable Insurance Laws.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect The Company has filed all reports, schedules, forms, statements and other documents (the “Company SEC Documents”) required to the Business only, Seller Parent has not be filed any documents with the SEC since January 1, 2014 2000 through the date hereof under Section 13(a) or 15(d) the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). None of the Exchange Act which, as Company Subsidiaries is required to file any reports or other documents with the SEC. (b) As of their respective dates filing dates, the Company SEC Documents and any forms, reports and other documents filed by the Company with the SEC after the date hereof: (ori) complied or will comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, hereof then on the date of such filing), contained ) or will not at the time they are filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made with respect to information included in the Company SEC Documents that was provided in writing by Parent or Sub. (bc) The Company’s real estate investment trust taxable income (as defined in Section 4.04(b857(b)(2) of the Seller Disclosure Letter sets forth (iCode) an audited balance sheet with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto 2002 was zero dollars and the Balance Sheet, Company’s estimated real estate investment trust taxable income (as defined in Section 857(b)(2) of the “2015 Business Financial Statements”Code) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years year ended December 31, 2014 and 2003 (the “Estimate”) is as set forth in Section 3.7 of the Company Disclosure Letter. Section 3.7 of the Company Disclosure Letter provides, in reasonable detail, the Company’s calculation of the Estimate for the year ended December 31, 2013 2003. The Estimate represents the Company’s reasonable good faith estimate as of the date of this Agreement of the estimated real estate investment trust taxable income of the Company for the year ended December 31, 2003 and has been prepared on the basis of the assumptions set forth in Section 3.7 of the Company Disclosure Letter, which the Company believes are fair and reasonable in light of the historical financial information relevant to the Estimate and current and reasonably foreseeable factors. (together d) The consolidated financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the notes published rules and regulations of the SEC with respect thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were have been prepared in accordance with generally accepted accounting principles (“GAAP”) (except, in the books case of account unaudited statements, as permitted by the applicable rules and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position regulations of the Business and the results of its operations and changes in cash flows as of the dates thereof and for SEC) applied on a consistent basis during the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of the Company and its consolidated subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (ce) Except as reflected The Company has no Company Subsidiaries that are not consolidated for accounting purposes. (f) Neither the Company nor any of the Company Subsidiaries has any liabilities or reserved against on the Balance Sheet, the Assumed Liabilities do not include any Liabilities obligations of any nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due) (collectively, “Liabilities”) that are material, other than Liabilities that to the extent (i) were reserved for on the audited balance sheet included in the audited financial statements of the Company as of December 31, 2002 (the “Financial Statement Date”) contained in the Company SEC Documents (the “Company Audited Financials”), (ii) incurred in the ordinary course Ordinary Course of business Business (as defined herein) after the Financial Statement Date, and which individually or in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had and would the aggregate are not reasonably be expected to have a Business Company Material Adverse Effect. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (iiii) transactions are executed relating to performance obligations, under Leases and Contracts (as defined below) in accordance with management’s general the terms and conditions thereof which are not required by GAAP to be reflected on a regularly prepared balance sheet, or specific authorization, transactions are recorded (iv) as necessary (Aset forth on Section 3.7(f) to permit of the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differencesCompany Disclosure Letter.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect to the Business onlyThe Company has filed all material reports, Seller Parent has not filed any schedules, forms, statements and other documents with the SEC since January 1required to be filed by the Company pursuant to the Securities Act of 1933 (together with the rules and regulations promulgated thereunder, 2014 under Section 13(athe “Securities Act”) or 15(d) of the Exchange Act whichsince August 26, 2013 (the “SEC Documents”). As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective dates of filing (orin the case of all other SEC Documents), if the SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act, and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the date hereofof this Agreement, then on the date as of such filing)respective dates, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. (b) Section 4.04(bEach of the audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Seller Disclosure Letter sets forth (i) an audited balance sheet with respect Company included in the SEC Documents when filed complied as to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly form in all material respects with the financial position published rules and regulations of the Business and the results of its operations and changes SEC with respect thereto, have been prepared in cash flows as of the dates thereof and for the periods covered thereby and, (C) were prepared all material respects in accordance with generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, to the extent permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a manner and using accounting principles consistent with Seller’s historical financial statements basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments and the absence of footnotes). (c) Except Section 3.06(c) of the Company Disclosure Schedule sets forth a schedule of all Indebtedness of the Company and its Subsidiaries, including the amount outstanding as reflected or reserved against on of the Balance Sheetdate hereof, the Assumed Liabilities do not include any Liabilities details of any limitations or penalties relating to prepayment of such Indebtedness, the persons to whom such Indebtedness is owed, and general description of the nature other than Liabilities that (i) were incurred in the ordinary course of business in a manner consistent with past practice such Indebtedness, and whether or not in violation of this Agreement or (ii) have not had and would not reasonably be expected to have a Business Material Adverse Effectsuch Indebtedness is secured by any Liens. (d) The Business Neither the Company nor any of its Subsidiaries has established any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature, except for liabilities and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, obligations that (i) transactions if required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), are executed so reflected or reserved against in accordance with management’s general the most recent consolidated balance sheet of the Company (or specific authorization, transactions are recorded as necessary (Athe notes thereto) to permit included in the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for itemsFiled SEC Documents, (ii) access to assets is permitted were incurred since the date of such balance sheet in accordance with management’s general or specific authorization and the Ordinary Course of Business, (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differencesarise under, or are expressly contemplated by, this Agreement, or (iv) are immaterial.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect to the Business onlyEach form, Seller Parent has not report, schedule, registration statement and definitive proxy statement filed any documents by Company with the SEC since January 1March 6, 2014 under Section 13(a) or 15(d) of 2000 and prior to the Exchange Act which, date hereof (as of their respective dates (or, if such documents have been amended or superseded by a filing prior to the date hereof, then on the date of such filing"COMPANY SEC DOCUMENTS"), contained as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act. None of the Company SEC Documents, as of their respective dates, contains any untrue statement of a material fact or omitted omits 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. (b) Section 4.04(b) . The Company has made available to the Purchaser true, accurate and complete copies of all of the Seller Disclosure Letter sets forth (i) an audited balance sheet Company SEC Documents. The consolidated financial statements of the Company and its Subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were have been prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for GAAP applied on a consistent basis throughout the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements involved (except as may be indicated in the notes thereto). thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (csubject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) Except the consolidated financial position of the Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since December 31, 2000, neither the Company nor any of its Subsidiaries has incurred any material liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (a) which are reflected or reserved against on the Balance Sheetaudited balance sheet of the Company and its Subsidiaries as at December 31, 2000, (including the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that notes hereto), or (b) which (i) were incurred in the ordinary course of business in a manner after December 31, 2000 and were consistent with past practice and not in violation of this Agreement practices, or (ii) have not had are disclosed or reflected in the Company SEC Documents filed after December 31, 2000. Since March 6, 2000, the Company has timely filed with the SEC all forms, reports and would not reasonably other documents required to be expected filed prior to have a Business Material Adverse Effectthe date hereof, and no Subsidiary of the Company has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act, the Exchange Act or the rules and regulations thereunder. (db) The Business has established and maintained a system Except as set forth on SCHEDULE 4.7 or described in the Company SEC Documents, no dividends or other distributions have been declared, paid or made upon any shares of internal accounting controls sufficient to provide reasonable assurances thatcapital Stock of the Company, in all material respectsnor have any shares of capital Stock of the Company been redeemed, (i) transactions are executed in accordance with management’s general retired, purchased or specific authorizationotherwise acquired for value by the Company since March 6, transactions are recorded as necessary (A) to permit the preparation of 2000.The projected financial statements delivered pursuant to Section 6.19 hereof have been prepared in conformity with GAAP good faith, based on estimates and (B) assumptions that the Company believes are fair and reasonable at the time such projections have been furnished to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differencesthe Purchaser.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a%3) With respect to the Business only, Seller Parent has not filed any documents with the SEC since January 1, 2014 under Section 13(a) or 15(d) of the Exchange Act which, as of their respective dates (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ba) Section 4.04(b) of the Seller Disclosure Letter sets forth (i) an audited balance sheet with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements (except as may be indicated in the notes thereto). (cb) Except as reflected or reserved against on the Balance Sheet, the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that (i) were incurred in the ordinary course of business in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had and would not reasonably be expected to have a Business Material Adverse Effect. (dc) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect to the Business only▇▇▇▇▇▇▇▇ has filed all required reports, Seller Parent has not filed any schedules, forms, statements and other documents with the SEC since January 1, 2014 under Section 13(a1998 through the date hereof (the "▇▇▇▇▇▇▇▇ SEC Documents"). Schedule 2.6(a) to the ▇▇▇▇▇▇▇▇ Disclosure Letter contains a complete list of all ▇▇▇▇▇▇▇▇ SEC Documents filed by ▇▇▇▇▇▇▇▇ with the SEC since January 1, 1998 and on or 15(d) prior to the date of this Agreement. All of the Exchange Act which▇▇▇▇▇▇▇▇ SEC Documents (other than preliminary material or material subsequently amended), as of their respective dates (orfiling dates, if amended or superseded by a complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, and, in each case, the rules and regulations promulgated thereunder applicable to such ▇▇▇▇▇▇▇▇ SEC Documents. None of the ▇▇▇▇▇▇▇▇ SEC Documents at the time of filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. , except to the extent such statements have been amended, modified or superseded by later ▇▇▇▇▇▇▇▇ SEC Documents filed and publicly available prior to the date of this Agreement. The consolidated financial statements of ▇▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Subsidiaries (bincluding ▇▇▇▇▇▇▇▇ Partnership) Section 4.04(b) included in the ▇▇▇▇▇▇▇▇ SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Seller Disclosure Letter sets forth (i) an audited balance sheet SEC with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the books case of account unaudited statements, as permitted by the applicable rules and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position regulations of the Business and the results of its operations and changes in cash flows as of the dates thereof and for SEC) applied on a consistent basis during the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements involved (except as may be indicated in the notes thereto). (c) Except as reflected or reserved against on the Balance Sheet, the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that (i) were incurred in the ordinary course of business in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had and would not reasonably be expected to have a Business Material Adverse Effect. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, fairly presented in all material respects, (i) transactions are executed in accordance with management’s general or specific authorizationthe applicable requirements of GAAP and the applicable rules and regulations of the SEC, transactions are recorded the consolidated financial position of ▇▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Subsidiaries (including ▇▇▇▇▇▇▇▇ Partnership) taken as necessary a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (Asubject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in Schedule 2.6(b) to permit the preparation of financial statements ▇▇▇▇▇▇▇▇ Disclosure Letter, ▇▇▇▇▇▇▇▇ has no Subsidiaries which are not consolidated for accounting purposes. Except for liabilities and obligations set forth in conformity with GAAP and (Bthe ▇▇▇▇▇▇▇▇ SEC Documents or in Schedule 2.6(c) to maintain accountability for itemsthe ▇▇▇▇▇▇▇▇ Disclosure Letter, none of ▇▇▇▇▇▇▇▇, any ▇▇▇▇▇▇▇▇ Subsidiary or the ▇▇▇▇▇▇▇▇ Non-controlled Subsidiary has any liabilities or obligations of any nature (iiwhether accrued, absolute, contingent or otherwise) access required by GAAP to assets is permitted be set forth on a consolidated balance sheet of ▇▇▇▇▇▇▇▇ or in accordance with management’s general the notes thereto and which, individually or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differencesin the aggregate, would have a ▇▇▇▇▇▇▇▇ Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (ai) With respect to the Business onlyAmedisys has filed or furnished all required registration statements, Seller Parent has not filed any prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2014 under Section 13(a) or 15(d) 2021 (the “Amedisys SEC Documents”). As of their respective dates, the Amedisys SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the “Securities Act”), the Exchange Act whichand the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Amedisys SEC Documents, and none of the Amedisys SEC Documents when filed and at their respective dates (oreffective times, if amended or superseded by a filing prior to the date hereof, then on the date of such filing)applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Amedisys SEC Documents, and, to the knowledge of Amedisys, none of the Amedisys SEC Documents is the subject of any outstanding SEC investigation. No subsidiary of Amedisys is required to file reports with the SEC pursuant to the requirements of the Exchange Act. (bii) Section 4.04(bThe consolidated financial statements (including all related notes and schedules) of Amedisys and its subsidiaries included in the Seller Disclosure Letter sets forth (i) an audited balance sheet with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) Amedisys SEC Documents were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for the periods covered thereby and, (C) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a manner and using accounting principles consistent with Seller’s historical financial statements basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Amedisys and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year- end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). (ciii) Except (A) as reflected or reserved against in Amedisys’s audited balance sheet as of December 31, 2022 (or the notes thereto) included in Amedisys’s Annual Report on Form 10-K filed with the SEC on February 16, 2023 (the “Amedisys Balance Sheet”), the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that (iB) were for liabilities and obligations incurred in the ordinary course of business in a manner consistent with past practice since December 31, 2022, and not (C) for liabilities and obligations incurred in violation connection with or contemplated by this Agreement, neither Amedisys nor any of this Agreement its subsidiaries has any liabilities or obligations of any nature (iiwhether accrued, absolute, contingent or otherwise) have not had and that, individually or in the aggregate, would not reasonably be expected to have a Business Material Adverse EffectEffect on Amedisys. (div) The Business has established and maintained Amedisys maintains a system of “internal accounting controls control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances that, in all material respects, assurance (iA) transactions are executed in accordance with management’s general or specific authorization, that transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and GAAP, consistently applied, (B) to maintain accountability for items, (ii) access to assets is permitted that transactions are executed only in accordance with management’s general or specific the authorization of management and (iiiC) recorded accountability for items regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Amedisys’s properties or assets. Since January 1, 2021, none of Am▇▇▇▇▇▇, Amedisys’s independent accountants, the Board of Directors of Amedisys or its audit committee has identified or been made aware of any (1) “significant deficiency” in the internal controls over financial reporting of Amedisys, (2) “material weakness” in the internal controls over financial reporting of Amedisys, (3) fraud, whether or not material, that involves management or other employees of Amedisys who have a significant role in the internal controls over financial reporting of Amedisys or (4) any bona fide complaints regarding a material violation of accounting procedures, internal accounting controls or auditing matters, including from employees of Amedisys or any of its subsidiaries regarding questionable accounting, auditing or legal compliance matters. (v) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Amedisys are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Amedisys in the reports that it files or submits under the Exchange Act is compared with actual levels at reasonable intervals recorded, processed, summarized and appropriate action reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is taken accumulated and communicated to the management of Amedisys, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officers and chief financial officer of Amedisys to make the certifications required under the Exchange Act with respect to such reports. (vi) Neither Amedisys nor any differencesof its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Amedisys and any of its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Amedisys or any of its subsidiaries in Amedisys’s or such subsidiary’s published financial statements or other Amedisys SEC Documents.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect to the Business onlyWeeks ------------------------------------------------------------ and Weeks OP have filed all required reports, Seller Parent has not filed any schedules, forms, statements and other documents with the SEC since January 1, 2014 under Section 13(a) or 15(d) 1995 and August 4, 1997, respectively (collectively, the "Weeks SEC Documents"). All of the Exchange Act whichWeeks SEC ------------------- Documents (other than preliminary materials or materials that were subsequently amended), as of their respective dates filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (orthe "Securities Act") and the Exchange Act and, if amended or superseded by a in each case, the rules and -------------- regulations promulgated thereunder applicable to such Weeks SEC Documents. None of the Weeks SEC Documents at the time of filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been amended, modified or superseded by later filed Weeks SEC Documents. None of the Weeks SEC Documents is the subject of any confidential treatment request by Weeks or Weeks OP. Section 3.1 (b) Section 4.04(be) of the Seller Weeks Disclosure Letter sets forth (i) an audited balance sheet with respect to lists all of the Business at December 31, 2015 (together Weeks SEC Documents filed with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements (except as may be indicated in the notes thereto). (c) Except as reflected or reserved against on the Balance Sheet, the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that (i) were incurred in the ordinary course of business in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had and would not reasonably be expected to have a Business Material Adverse Effect. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.SEC since January 1,

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect FelCor and the FelCor Subsidiaries have filed all required reports, schedules, forms, statements and other documents with the SEC from July 28, 1994 through the date hereof (the "FelCor SEC Documents"). Schedule 2.5 to the Business only, Seller Parent has not FelCor Disclosure Letter contains a complete list of all FelCor SEC Documents filed any documents by FelCor and the FelCor Subsidiaries with the SEC since January 1, 2014 under Section 13(a) 1996 and on or 15(d) prior to the date of this Agreement (the "FelCor Filed SEC Documents"). All of the Exchange Act whichFelCor SEC Documents (other than preliminary material), as of their respective dates (orfiling dates, if amended or superseded by a complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and, in each case, the rules and regulations promulgated thereunder applicable to such FelCor SEC Documents. None of the FelCor SEC Documents at the time of filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later FelCor Filed SEC Documents. (b) Section 4.04(b) The consolidated financial statements of FelCor and the Seller Disclosure Letter sets forth FelCor Subsidiaries included in the FelCor SEC Documents (i) an audited balance sheet complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the books case of account unaudited statements, as permitted by the applicable rules and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position regulations of the Business and the results of its operations and changes in cash flows as of the dates thereof and for SEC) applied on a consistent basis during the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements involved (except as may be indicated in the notes theretothereto included in or incorporated into any FelCor Filed SEC Documents), and (iii) present fairly, in all material respects, the consolidated financial 9 18 position of FelCor and the FelCor Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and immaterial year-end audit adjustments). Except as set forth in Schedule 2.5 to the FelCor Disclosure Letter, FelCor has no Subsidiaries which are not consolidated for accounting purposes. (c) Except as reflected for liabilities and obligations set forth in the FelCor Filed SEC Documents or reserved against on in Schedule 2.5 to the Balance SheetFelCor Disclosure Letter or for liabilities and obligations specifically contemplated to be incurred in connection with this Agreement, neither FelCor nor any of the Assumed Liabilities do not include FelCor Subsidiaries has any Liabilities liabilities or obligations of any nature other than Liabilities that (iwhether accrued, absolute, contingent or otherwise) were incurred required by GAAP to be set forth on a consolidated balance sheet of FelCor or in the ordinary course of business notes thereto and which, individually or in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had and would not the aggregate, could be reasonably be expected to have a Business FelCor Material Adverse Effect. (d) The Business has established Each of the operating statements for the FelCor Hotels provided or to be provided by FelCor to Bristol or its advisors was prepared in the ordinary course of business consistent with past practice and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit was derived from the preparation of financial statements in conformity with GAAP books and (B) to maintain accountability records for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differencesthe applicable FelCor Hotel.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect to the Business onlyThe Company has filed all required reports, Seller Parent has not filed any schedules, forms, statements and other documents with the SEC since May 14, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) filed after January 1, 2014 under Section 13(a1998 (the "Recent SEC Documents") or 15(d) of the Exchange Act which, as of their respective dates (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to Parent prior to the date of this Agreement). None of the Company's subsidiaries has been required to file any reports, schedules, forms, statements or other documents with the SEC. (b) Section 4.04(b) The consolidated financial statements of the Seller Disclosure Letter sets forth Company included in the Recent SEC Documents (ithe "Financial Statements") an audited balance sheet complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with generally accepted accounting principles (except, in the books case of account and other financial records of Seller and its subsidiariesunaudited consolidated quarterly statements, (B) present fairly in all material respects the financial position as permitted by Form 10-Q of the Business and the results of its operations and changes in cash flows as of the dates thereof and for SEC) applied on a consistent basis during the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments in amounts not material individually or in the aggregate). (c) Except as reflected set forth in the Financial Statements and except as disclosed in Section 3.5 of the Disclosure Schedule, at the date of the most recent audited financial statements of the Company included in the Recent SEC Documents, neither the Company nor any of its subsidiaries had, and since such date neither the Company nor any of such subsidiaries has incurred, any liabilities or reserved against on the Balance Sheet, the Assumed Liabilities do not include any Liabilities obligations of any nature (whether accrued, absolute, contingent or otherwise) other than Liabilities that (i) were incurred those which, individually or in the ordinary course of business in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had and would aggregate, could not reasonably be expected to have a Business Material Adverse Effect. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect to the Business onlyThe Company has filed all required reports, Seller Parent has not filed any schedules, forms, statements and other documents with the SEC since January 1February 7, 2014 under Section 13(a) or 15(d1996 through the date hereof (the "Company SEC Documents"). Schedule 2.6 of the Company Disclosure Letter contains a complete list (without exhibits) of all Company SEC Documents filed by Company with the Exchange Act whichSEC since February 7, 1996 and on or prior to the date of this Agreement. All of the Company SEC Documents (other than preliminary material), as of their respective dates (orfiling dates, if amended or superseded by a filing prior to the date hereof, then on as of the date of such the last amendment thereof (if amended after filing), complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act and, in each case, the rules and regulations promulgated thereunder applicable to such Company SEC Documents. None of the Company SEC Documents at the time of filing contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Section 4.04(b) , except to the extent such statements have been modified or superseded by later Company SEC Documents filed on a non- confidential basis prior to the date of this Agreement. The consolidated financial statements of the Seller Disclosure Letter sets forth Company included in the Company SEC Documents (iwhich, solely for purposes of this sentence, shall be deemed to include the Company's annual report on Form 10-K for the fiscal year ended February 29, 2000, as of the date filed with the SEC) an audited balance sheet complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the Business at December 31case of unaudited statements, 2015 as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (together with except as may be indicated therein or in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC in all material respects, the “Balance Sheet”) consolidated financial position of the Company and the related audited statements consolidated Company Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the year periods then ended December 31(subject, 2015 in the case of unaudited statements, to normal year-end audit adjustments, any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act). Schedule 2.6 of the Company Disclosure Letter sets forth all Company Subsidiaries which are not consolidated for accounting purposes as of the date hereof. Except for liabilities and obligations set forth in the Company SEC Documents or in Schedule 2.6 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (together with whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company or in the notes thereto and the Balance Sheetwhich, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements (except as may be indicated individually or in the notes thereto). (c) Except as reflected or reserved against on the Balance Sheetaggregate, the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that (i) were incurred in the ordinary course of business in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had and would not reasonably be expected to have a Business Company Material Adverse Effect, after taking into account any assets acquired or services provided in connection with the incurrence of such liabilities or obligations. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Documents; Financial Statements; Undisclosed Liabilities. (aA) With respect to the Business only, Seller Parent Acquiror has not filed any documents with the SEC all reports, schedules, forms, statements and other documents required to be filed with the SEC by Acquiror since January 1, 2014 under Section 13(a) or 15(d) 2008 (collectively, the “Acquiror SEC Documents”). As of its respective filing date, each Acquiror SEC Document complied in all material respects with the requirements of the Exchange Act whichand the Securities Act, as of their respective dates (orthe case may be, if amended or superseded by a filing prior as and to the date hereofextent applicable thereto, then on and the date rules and regulations of the SEC promulgated thereunder applicable to such filing)Acquiror SEC Document. None of the Acquiror SEC Documents, at the time filed, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (bB) Section 4.04(b) The consolidated financial statements of Acquiror included in the Acquiror SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Seller Disclosure Letter sets forth (i) an audited balance sheet SEC with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were have been prepared in accordance with GAAP (except, in the books case of account unaudited statements, as permitted by the applicable rules and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position regulations of the Business and the results of its operations and changes in cash flows as of the dates thereof and for SEC) applied on a consistent basis during the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements involved (except as may be indicated in the notes thereto). (c) Except as reflected or reserved against on the Balance Sheetand fairly presented, the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that (i) were incurred in the ordinary course of business in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had and would not reasonably be expected to have a Business Material Adverse Effect. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation applicable requirements of financial statements in conformity with GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Acquiror and its consolidated Subsidiaries as of the date thereof and the consolidated results of operations and cash flows for the periods then ended (B) subject, in the case of unaudited statements, to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differencesnormal year-end audit adjustments).

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect to the Business onlyEach form, Seller Parent has not report, schedule, registration statement and definitive proxy statement filed any documents by Company with the SEC since January August 1, 2014 under Section 13(a) or 15(d) of 1997 and prior to the Exchange Act which, date hereof (as of their respective dates (or, if such documents have been amended or superseded by a filing prior to the date hereof, then on the date of such filing"Company SEC Documents"), contained as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act. None of the Company SEC Documents, as of their respective dates, contains any untrue statement of a material fact or omitted omits 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. (b) Section 4.04(b) . Company has made available to Purchaser true, accurate and complete copies of all of the Seller Disclosure Letter sets forth (i) an audited balance sheet Company SEC Documents. The consolidated financial statements of Company and its Subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were have been prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for GAAP applied on a consistent basis throughout the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements involved (except as may be indicated in the notes thereto). thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (csubject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) Except the consolidated financial position of Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since December 31, 1998, neither Company nor any of its Subsidiaries has incurred any material liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (a) which are reflected or reserved against on the Balance Sheetaudited balance sheet of Company and its Subsidiaries as at December 31, 1998, (including the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that notes hereto), or (b) which (i) were incurred in the ordinary course of business in a manner after December 31, 1998 and consistent with past practice and not in violation of this Agreement practices, or (ii) have not had are disclosed or reflected in the Company SEC Documents filed after December 31, 1998. Since August 1, 1997, the Company has timely filed with the SEC all forms, reports and would not reasonably other documents required to be expected filed prior to have a Business Material Adverse Effectthe date hereof, and no Subsidiary of Company has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act, the Exchange Act or the rules and regulations thereunder. From the date hereof until the Second Closing Date, Company will timely file all forms, reports, schedules and registration statements required to be filed by the Securities Act or Exchange Act ("Future Company SEC Documents"). All such Future Company SEC Documents and the consolidated financial statements included therein shall comply in all material respects with the representations and warranties made by Company in this Section 4.7 with respect to the Company SEC Documents. (db) The Business has established and maintained a system Except as set forth on Schedule 4.7(b) or described in the Company SEC Documents, no dividends or other distributions have been declared, paid or made upon any shares of internal accounting controls sufficient to provide reasonable assurances thatcapital Stock of Company, in all material respectsnor have any shares of capital Stock of Company been redeemed, (i) transactions are executed in accordance with management’s general retired, purchased or specific authorizationotherwise acquired for value by Company since December 31, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences1998.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) With respect to the Business onlyThe Company has filed all material reports, Seller Parent has not filed any schedules, forms, statements and other documents with the SEC since January 1required to be filed by the Company pursuant to the Securities Act of 1933 (together with the rules and regulations promulgated thereunder, 2014 under Section 13(athe “Securities Act”) or 15(d) of the Exchange Act whichsince December 28, 2014 (the “SEC Documents”). As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective dates of filing (orin the case of all other SEC Documents), if the SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the date hereofof this Agreement, then on the date as of such filing)respective dates, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is separately subject to the periodic reporting requirements of the Exchange Act. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. (b) Section 4.04(bEach of the audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Seller Disclosure Letter sets forth (i) an audited balance sheet with respect Company included in the SEC Documents when filed complied as to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly form in all material respects with the financial position published rules and regulations of the Business and the results of its operations and changes SEC with respect thereto, have been prepared in cash flows as of the dates thereof and for the periods covered thereby and, (C) were prepared all material respects in accordance with generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, to the extent permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a manner and using accounting principles consistent with Seller’s historical financial statements basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments and the absence of footnotes). (c) Except as for matters reflected or reserved against on in the Balance Sheetmost recent consolidated balance sheet of the Company (or the notes thereto) included in the Filed SEC Documents, neither the Assumed Liabilities do not include Company nor any Liabilities of its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature other than Liabilities that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except liabilities and obligations that (iA) were incurred since the date of such balance sheet in the ordinary course Ordinary Course of business Business, (B) are incurred in a manner consistent connection with past practice and not in violation of the transactions contemplated by this Agreement Agreement, or (iiC) have not had and would not not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect. (d) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.