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

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) No Indigo Group Company is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (b) Indigo Parent has made available to Monsoon (i) the reviewed (but unaudited) special purpose consolidated financial information of Indigo for the fiscal year ended March 31, 2016 (including any notes or schedules thereto) (the “Indigo Financial Statements”). The Indigo Financial Statements (i) present fairly in all material respects the financial condition and the results of operations, cash flows and changes in shareholders’ equity of Indigo (on a consolidated basis) as of the respective dates of and for the periods referred to in the Indigo Financial Statements, and (ii) were prepared in accordance with IFRS, applied on a consistent basis during the periods covered (except as may be indicated in the notes thereto). The books and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described and the Indigo Financial Statements have been prepared, in all material respects, in accordance with such books and records. No financial statements of any Person other than Indigo and its Subsidiaries are required by IFRS to be included in the Indigo Financial Statements. Except as required by IFRS, Indigo has not, between March 31, 2016 and each of the date of this Agreement and the Closing Date, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect on March 31, 2016. For the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Financial Statements shall not affect any representations and warranties made by Indigo Parent in, or any rights of Monsoon under, this Agreement. (c) Indigo has established and maintains a system of internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRS. As of the date hereof, based on the most recently completed evaluation of Indigo’s internal control over financial reporting, (i) Indigo had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Indigo’s ability to record, process, summarize and report financial information and (ii) Indigo does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Indigo’s internal control over financial reporting. (d) Indigo and its Subsidiaries do not have any liabilities, commitments 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, due or to become due (collectively, “Liabilities”), except (i) as disclosed, reflected, provided for or reserved against in the balance sheet included in the Indigo Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date of the Indigo Balance Sheet, (iii) for Liabilities arising out of or in connection with this Agreement, the other Transaction Documents or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), (iv) for Liabilities arising out of or in connection with the Restructuring that, individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effect. (e) Neither Indigo nor any Indigo Group Company is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Indigo or any Indigo Group Company, 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 where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo in the Indigo Financial Statements.

SEC Documents; Financial Statements; Undisclosed Liabilities. (ai) No Indigo Group Company is subject Amedisys has filed or furnished all required registration statements, 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, 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 and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the reporting Amedisys SEC Documents, and none of the Amedisys SEC Documents when filed and at their respective effective times, if 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 Section 13(a) or 15(d) of the Exchange Act. (bii) Indigo Parent has made available to Monsoon (i) the reviewed (but unaudited) special purpose The consolidated financial information of Indigo for the fiscal year ended March 31, 2016 statements (including any all related notes or schedules theretoand schedules) (of Amedisys and its subsidiaries included in the “Indigo Financial Statements”). The Indigo Financial Statements (i) present fairly Amedisys SEC Documents were prepared in all material respects the financial condition and the results of operations, cash flows and changes in shareholders’ equity of Indigo (on a consolidated basis) as of the respective dates of and for the periods referred to in the Indigo Financial Statements, and (ii) were prepared in accordance with IFRSUnited States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods covered involved (except as may be indicated in the notes thereto). The books ) and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately fairly present and reflect in all material respects all the consolidated financial position of Amedisys and its consolidated subsidiaries as of the transactions and actions therein described dates thereof and the Indigo Financial Statements have been preparedconsolidated results of their operations and cash flows for the periods then ended (subject, in all the case of unaudited statements, to normal year-end audit adjustments which are not material respectsand to any other adjustments described therein, in accordance with such books and records. No financial statements of any Person other than Indigo and its Subsidiaries are required by IFRS to be included in including the Indigo Financial Statements. Except as required by IFRS, Indigo has not, between March 31, 2016 and each of the date of this Agreement and the Closing Date, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect on March 31, 2016. For the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Financial Statements shall not affect any representations and warranties made by Indigo Parent in, or any rights of Monsoon under, this Agreementnotes thereto). (ciii) Indigo 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”), (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2022, and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Amedisys nor any of its subsidiaries has established any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) 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 reasonably be expected to have a Material Adverse Effect on Amedisys. (iv) Amedisys maintains a system of internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRS. As of the date hereof, based on the most recently completed evaluation of Indigo’s “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iB) Indigo had no that transactions are executed only in accordance with the authorization of management and (C) 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 deficiencies or material weaknesses deficiency” in the design or operation of its internal control controls over financial reporting that would reasonably be expected to adversely affect Indigo’s ability to recordof Amedisys, process(2) “material weakness” in the internal controls over financial reporting of Amedisys, summarize and report financial information and (ii3) Indigo does not have knowledge of any fraud, whether or not material, that involves management or other employees of Amedisys who have a significant role in Indigo’s the internal control controls over financial reportingreporting 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. (dv) Indigo The “disclosure controls and its Subsidiaries do not have any liabilities, commitments or obligations procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of any nature, whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, the Exchange Act) utilized by Amedisys are reasonably designed to ensure that all information (both financial and whether or not accrued, due or non-financial) required to become due (collectively, “Liabilities”), except (i) as disclosed, reflected, provided for or reserved against be disclosed by Amedisys in the balance sheet included reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Indigo Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date rules and forms of the Indigo Balance SheetSEC and that all such information required to be disclosed is accumulated and communicated to the management of Amedisys, (iii) for Liabilities arising out as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officers and chief financial officer of or in connection Amedisys to make the certifications required under the Exchange Act with this Agreement, the other Transaction Documents or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), (iv) for Liabilities arising out of or in connection with the Restructuring that, individually or in the aggregate, have not had and would not reasonably be expected respect to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effectsuch reports. (evi) Neither Indigo Amedisys nor any Indigo Group Company of its subsidiaries is a party to, or has any Contract commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, contract (including any Contract contract or arrangement relating to any transaction or relationship between or among Indigo or Amedisys and any Indigo Group Companyof its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance sheet arrangements arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the purpose or intended effect of such Contract contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo Amedisys or any of its subsidiaries in the Indigo Financial StatementsAmedisys’s or such subsidiary’s published financial statements or other Amedisys SEC Documents.

SEC Documents; Financial Statements; Undisclosed Liabilities. (aA) No Indigo Group Company is subject Acquiror has filed with the SEC all reports, schedules, forms, statements and other documents required to be filed with the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. SEC by Acquiror since January 1, 2008 (b) Indigo Parent has made available to Monsoon (i) the reviewed (but unaudited) special purpose consolidated financial information of Indigo for the fiscal year ended March 31collectively, 2016 (including any notes or schedules thereto) (the “Indigo Financial StatementsAcquiror SEC Documents”). The Indigo Financial Statements (i) present fairly As of its respective filing date, each Acquiror SEC Document complied in all material respects with the financial condition requirements of the Exchange Act and the results of operationsSecurities Act, cash flows as the case may be, as and changes in shareholders’ equity of Indigo (on a consolidated basis) as to the extent applicable thereto, and the rules and regulations of the respective dates SEC promulgated thereunder applicable to such Acquiror SEC Document. None of and for the periods referred Acquiror SEC Documents, at the time filed, contained any untrue statement of a material fact or omitted to state 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) The consolidated financial statements of Acquiror included in the Indigo Financial StatementsAcquiror SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (ii) were have been prepared in accordance with IFRSGAAP (except, 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 covered involved (except as may be indicated in the notes thereto). The books ) and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described and the Indigo Financial Statements have been prepared, in all material respectsfairly presented, in accordance with such books the applicable requirements of GAAP and records. No the applicable rules and regulations of the SEC, the consolidated financial statements position of any Person other than Indigo Acquiror and its consolidated Subsidiaries are required by IFRS to be included in the Indigo Financial Statements. Except as required by IFRS, Indigo has not, between March 31, 2016 and each of the date of this Agreement thereof and the Closing Dateconsolidated results of operations and cash flows for the periods then ended (subject, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect on March 31, 2016. For the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Financial Statements shall not affect any representations and warranties made by Indigo Parent in, or any rights of Monsoon under, this Agreement. (c) Indigo has established and maintains a system of internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRS. As of the date hereof, based on the most recently completed evaluation of Indigo’s internal control over financial reporting, (i) Indigo had no significant deficiencies or material weaknesses in the design or operation case of its internal control over financial reporting that would reasonably be expected unaudited statements, to adversely affect Indigo’s ability to record, process, summarize and report financial information and (ii) Indigo does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Indigo’s internal control over financial reportingnormal year-end audit adjustments). (d) Indigo and its Subsidiaries do not have any liabilities, commitments 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, due or to become due (collectively, “Liabilities”), except (i) as disclosed, reflected, provided for or reserved against in the balance sheet included in the Indigo Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date of the Indigo Balance Sheet, (iii) for Liabilities arising out of or in connection with this Agreement, the other Transaction Documents or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), (iv) for Liabilities arising out of or in connection with the Restructuring that, individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effect. (e) Neither Indigo nor any Indigo Group Company is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Indigo or any Indigo Group Company, 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 where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo in the Indigo Financial Statements.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) No Indigo Group Company is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (b) Indigo Parent has made available to Monsoon (i) the reviewed (but unaudited) special purpose consolidated financial information of Indigo for the fiscal year ended March 31Starwood and its subsidiaries have filed or furnished all required registration statements, 2016 prospectuses, reports, schedules, forms, statements, certifications and other documents (including any notes or schedules theretoexhibits and all other information incorporated therein) with the SEC since January 1, 2013 (the “Indigo Financial StatementsStarwood SEC Documents”). The Indigo Financial Statements As of their respective dates (i) present fairly or, if amended, as of the date of such amendment), the Starwood SEC Documents complied in all material respects with the financial condition requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the results ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of operations2002, cash flows as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and changes in shareholders’ equity the rules and regulations of Indigo the SEC promulgated thereunder applicable to the Starwood SEC Documents, and none of the Starwood SEC Documents when filed (on a consolidated basis) or, if amended, as of the date of such amendment) and at their respective dates effective times, if applicable, contained any untrue statement of and for a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the periods referred to statements therein, in the Indigo 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 Starwood SEC Documents, and, to the knowledge of Starwood, none of the Starwood SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. (ii) The consolidated financial statements (including all related notes and schedules) of Starwood and its subsidiaries included in the Starwood SEC Documents (the “Starwood Financial Statements, and (ii”) were prepared in all material respects in accordance with IFRSU.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods covered involved (except as may be indicated in the notes thereto). The books ) and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately fairly present and reflect in all material respects all the consolidated financial position of Starwood and its consolidated subsidiaries as of the transactions and actions therein described dates thereof and the Indigo Financial Statements have been preparedconsolidated results of their operations and cash flows for the periods then ended (subject, in all the case of unaudited statements, to normal year-end audit adjustments which are not material respectsand to any other adjustments described therein, including the notes thereto). (iii) Except (A) as reflected or reserved against in accordance with such books and records. No financial statements Starwood’s consolidated balance sheet as of any Person other than Indigo and its Subsidiaries are required by IFRS to be September 30, 2015 (or the notes thereto) as included in the Indigo Financial Statements. Except as Starwood Filed SEC Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2015 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Starwood nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by IFRSGAAP to be reflected on a consolidated balance sheet of Starwood and its subsidiaries (or in the notes thereto) that, Indigo has notindividually or in the aggregate, between March 31, 2016 and each of the date of this Agreement and the Closing Date, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect would reasonably be expected to have a Material Adverse Effect on March 31, 2016. For the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Financial Statements shall not affect any representations and warranties made by Indigo Parent in, or any rights of Monsoon under, this AgreementStarwood. (civ) Indigo has established and Starwood maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Starwood’s properties or assets. Since January 1, 2013, Starwood has disclosed to its auditors and the audit committee of Starwood’s Board of Directors any written notification of any (1) “significant deficiency” in the internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRS. As of the date hereof, based on the most recently completed evaluation of Indigo’s internal control over financial reportingStarwood, (i2) Indigo had no significant deficiencies or “material weaknesses weakness” in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Indigo’s ability to record, process, summarize and report financial information and of Starwood or (ii3) Indigo does not have knowledge of any fraud, whether or not material, that involves management or other employees of Starwood who have a significant role in Indigo’s the internal control controls over financial reportingreporting of Starwood. Starwood has made available to Marriott all such disclosures made by Starwood since January 1, 2014 to its auditors or the audit committee of Starwood’s Board of Directors to the date of this Agreement. (dv) Indigo The “disclosure controls and its Subsidiaries do not have any liabilities, commitments or obligations of any nature, whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, procedures” (as defined in Rules 13a-15(e) and whether or not accrued, due or 15d-15(e) under the Exchange Act) utilized by Starwood are designed to become due ensure that all information (collectively, “Liabilities”), except (iboth financial and non-financial) as disclosed, reflected, provided for or reserved against required to be disclosed by Starwood in the balance sheet included reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Indigo Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date rules and forms of the Indigo Balance SheetSEC and that all such information required to be disclosed is accumulated and communicated to the management of Starwood, (iii) for Liabilities arising out as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of or in connection Starwood to make the certifications required under the Exchange Act with this Agreement, the other Transaction Documents or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), (iv) for Liabilities arising out of or in connection with the Restructuring that, individually or in the aggregate, have not had and would not reasonably be expected respect to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effectsuch reports. (evi) Neither Indigo Starwood nor any Indigo Group Company of its subsidiaries is a party to, or has any Contract commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, contract (including any Contract contract or arrangement relating to any transaction or relationship between or among Indigo or Starwood and any Indigo Group Companyof its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance sheet arrangements 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 contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo Starwood or any of its subsidiaries in the Indigo Financial StatementsStarwood’s or such subsidiary’s published financial statements or other Starwood SEC Documents.

SEC Documents; Financial Statements; Undisclosed Liabilities. (ai) No Indigo Group Company is subject Amedisys has filed or furnished all required registration statements, 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, 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 and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the reporting Amedisys SEC Documents, and none of the Amedisys SEC Documents when filed and at their respective effective times, if 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 Section 13(a) or 15(d) of the Exchange Act. (bii) Indigo Parent has made available to Monsoon (i) the reviewed (but unaudited) special purpose The consolidated financial information of Indigo for the fiscal year ended March 31, 2016 statements (including any all related notes or schedules theretoand schedules) (of Amedisys and its subsidiaries included in the “Indigo Financial Statements”). The Indigo Financial Statements (i) present fairly Amedisys SEC Documents were prepared in all material respects the financial condition and the results of operations, cash flows and changes in shareholders’ equity of Indigo (on a consolidated basis) as of the respective dates of and for the periods referred to in the Indigo Financial Statements, and (ii) were prepared in accordance with IFRSUnited States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods covered involved (except as may be indicated in the notes thereto). The books ) and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately fairly present and reflect in all material respects all the consolidated financial position of Amedisys and its consolidated subsidiaries as of the transactions and actions therein described dates thereof and the Indigo Financial Statements have been preparedconsolidated results of their operations and cash flows for the periods then ended (subject, in all the case of unaudited statements, to normal year-end audit adjustments which are not material respectsand to any other adjustments described therein, in accordance with such books and records. No financial statements of any Person other than Indigo and its Subsidiaries are required by IFRS to be included in including the Indigo Financial Statements. Except as required by IFRS, Indigo has not, between March 31, 2016 and each of the date of this Agreement and the Closing Date, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect on March 31, 2016. For the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Financial Statements shall not affect any representations and warranties made by Indigo Parent in, or any rights of Monsoon under, this Agreementnotes thereto). (ciii) Indigo 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”), (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2022, and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Amedisys nor any of its subsidiaries has established and any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Amedisys. (iv) Amedisys maintains a system of internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRS. As of the date hereof, based on the most recently completed evaluation of Indigo’s “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iB) Indigo had no that transactions are executed only in accordance with the authorization of management and (C) 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 deficiencies or material weaknesses deficiency” in the design or operation of its internal control controls over financial reporting that would reasonably be expected to adversely affect Indigo’s ability to recordof Amedisys, process(2) “material weakness” in the internal controls over financial reporting of Amedisys, summarize and report financial information and (ii3) Indigo does not have knowledge of any fraud, whether or not material, that involves management or other employees of Amedisys who have a significant role in Indigo’s the internal control controls over financial reportingreporting 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. (dv) Indigo The “disclosure controls and its Subsidiaries do not have any liabilities, commitments or obligations procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of any nature, whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, the Exchange Act) utilized by Amedisys are reasonably designed to ensure that all information (both financial and whether or not accrued, due or non-financial) required to become due (collectively, “Liabilities”), except (i) as disclosed, reflected, provided for or reserved against be disclosed by Amedisys in the balance sheet included reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Indigo Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date rules and forms of the Indigo Balance SheetSEC and that all such information required to be disclosed is accumulated and communicated to the management of Amedisys, (iii) for Liabilities arising out as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officers and chief financial officer of or in connection Amedisys to make the certifications required under the Exchange Act with this Agreement, the other Transaction Documents or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), (iv) for Liabilities arising out of or in connection with the Restructuring that, individually or in the aggregate, have not had and would not reasonably be expected respect to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effectsuch reports. (evi) Neither Indigo Amedisys nor any Indigo Group Company of its subsidiaries is a party to, or has any Contract commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, contract (including any Contract contract or arrangement relating to any transaction or relationship between or among Indigo or Amedisys and any Indigo Group Companyof its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance sheet arrangements arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the purpose or intended effect of such Contract contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo Amedisys or any of its subsidiaries in the Indigo Financial StatementsAmedisys’s or such subsidiary’s published financial statements or other Amedisys SEC Documents.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) No Indigo Group Company is subject to Cornerstone has filed all required reports, schedules, forms, statements and other documents with the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (b) Indigo Parent has made available to Monsoon (i) the reviewed (but unaudited) special purpose consolidated financial information of Indigo for the fiscal year ended March SEC since December 31, 2016 (including any notes or schedules thereto) 1997 through the date hereof (the “Indigo Financial StatementsCornerstone SEC Documents”). The Indigo Financial Statements Schedule 3.4 to the Cornerstone Disclosure Letter contains a complete list of all Cornerstone SEC Documents filed by Cornerstone under the Exchange Act since January 1, 2001 and on or prior to the date of this Agreement. All of the Cornerstone SEC Documents (i) present fairly other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the financial condition Securities Act and the results of operationsExchange Act and, cash flows in each case, the rules and changes in shareholders’ equity of Indigo (on a consolidated basis) as regulations promulgated thereunder applicable to such Cornerstone SEC Documents. None of the respective dates Cornerstone SEC Documents at the time of filing contained any untrue statement of a material fact or omitted to state 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 Cornerstone SEC Documents filed and for publicly available prior to the periods referred to date of this Agreement. The consolidated financial statements of Cornerstone and the Cornerstone Subsidiaries included in the Indigo Financial StatementsCornerstone SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (ii) were have been prepared in accordance with IFRSGAAP (except, 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 covered involved (except as may be indicated in the notes thereto). The books ) and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described and the Indigo Financial Statements have been prepared, in all material respectsfairly presented, in accordance with such books the applicable requirements of GAAP and records. No financial statements of any Person other than Indigo the applicable rules and its Subsidiaries are required by IFRS to be included in the Indigo Financial Statements. Except as required by IFRS, Indigo has not, between March 31, 2016 and each regulations of the date of this Agreement and the Closing DateSEC, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect on March 31, 2016. For the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Financial Statements shall not affect any representations and warranties made by Indigo Parent in, or any rights of Monsoon under, this Agreement. (c) Indigo has established and maintains a system of internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting position of Cornerstone and the preparation Cornerstone Subsidiaries, taken as a whole, as of the dates thereof and the consolidated financial statements results of Indigo operations and its Subsidiaries in accordance in all material respects with IFRS. As of cash flows for the date hereofperiods then ended (subject, based on the most recently completed evaluation of Indigo’s internal control over financial reporting, (i) Indigo had no significant deficiencies or material weaknesses in the design case of unaudited statements, to normal year-end audit adjustments). Except for liabilities and obligations set forth in the Cornerstone SEC Documents or operation of its internal control over financial reporting that would reasonably be expected in Schedule 3.6 to adversely affect Indigo’s ability to recordthe Cornerstone Disclosure Letter, process, summarize and report financial information and (ii) Indigo does not have knowledge of neither Cornerstone nor any fraud, whether or not material, that involves management or other employees who have a significant role in Indigo’s internal control over financial reporting. (d) Indigo and its Subsidiaries do not have Cornerstone Subsidiary has any liabilities, commitments liabilities or obligations of any nature, nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued, due absolute, contingent or otherwise) required by GAAP to become due (collectively, “Liabilities”), except (i) as disclosed, reflected, provided for or reserved against in the be set forth on a consolidated balance sheet included of Cornerstone or in the Indigo Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date of the Indigo Balance Sheet, (iii) for Liabilities arising out of or in connection with this Agreement, the other Transaction Documents or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), (iv) for Liabilities arising out of or in connection with the Restructuring thatand which, individually or in the aggregate, would have not had and would not reasonably be expected to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo a Cornerstone Material Adverse Effect. (e) Neither Indigo nor any Indigo Group Company is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Indigo or any Indigo Group Company, 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 where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo in the Indigo Financial Statements.

SEC Documents; Financial Statements; Undisclosed Liabilities. EOP and EOP Operating Partnership have filed all required reports, schedules, forms, statements and other documents with the SEC since July 8, 1997 through the date hereof (athe "EOP SEC Documents"). Schedule 3.6(a) No Indigo Group Company is subject to the reporting requirements EOP Disclosure Letter contains a complete list of Section 13(a) all EOP SEC Documents filed by EOP under the Exchange Act since July 8, 1997 and on or 15(d) prior to the date of this Agreement. All of the Exchange Act. EOP SEC Documents (b) Indigo Parent has made available to Monsoon (i) the reviewed (but unaudited) special purpose consolidated financial information other than preliminary material), as of Indigo for the fiscal year ended March 31their respective filing dates, 2016 (including any notes or schedules thereto) (the “Indigo Financial Statements”). The Indigo Financial Statements (i) present fairly complied in all material respects with all applicable requirements of the financial condition Securities Act and the results of operationsExchange Act and, cash flows in each case, the rules and changes in shareholders’ equity of Indigo (on a consolidated basis) as regulations promulgated thereunder applicable to such EOP SEC Documents. None of the respective dates EOP SEC Documents at the time of filing contained any untrue statement of a material fact or omitted to state 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 EOP SEC Documents filed and for publicly available prior to the periods referred to date of this Agreement. The consolidated financial statements of EOP and the EOP Subsidiaries included in the Indigo Financial StatementsEOP SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (ii) were have been prepared in accordance with IFRSGAAP (except, 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 covered involved (except as may be indicated in the notes thereto). The books ) and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described and the Indigo Financial Statements have been prepared, in all material respectsfairly presented, in accordance with such books the applicable requirements of GAAP and records. No financial statements of any Person other than Indigo the applicable rules and its Subsidiaries are required by IFRS to be included in the Indigo Financial Statements. Except as required by IFRS, Indigo has not, between March 31, 2016 and each regulations of the date of this Agreement and the Closing DateSEC, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect on March 31, 2016. For the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Financial Statements shall not affect any representations and warranties made by Indigo Parent in, or any rights of Monsoon under, this Agreement. (c) Indigo has established and maintains a system of internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting position of EOP and the preparation EOP Subsidiaries, taken as a whole, as of the dates thereof and the consolidated financial statements results of Indigo operations and its Subsidiaries in accordance in all material respects with IFRS. As of cash flows for the date hereofperiods then ended (subject, based on the most recently completed evaluation of Indigo’s internal control over financial reporting, (i) Indigo had no significant deficiencies or material weaknesses in the design case of unaudited statements, to normal year-end audit adjustments). Except for liabilities and obligations set forth in the EOP SEC Documents or operation of its internal control over financial reporting that would reasonably be expected in Schedule 3.6(b) to adversely affect Indigo’s ability to recordthe EOP Disclosure Letter, process, summarize and report financial information and (ii) Indigo does not have knowledge of neither EOP nor any fraud, whether or not material, that involves management or other employees who have a significant role in Indigo’s internal control over financial reporting. (d) Indigo and its Subsidiaries do not have EOP Subsidiary has any liabilities, commitments liabilities or obligations of any nature, nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued, due absolute, contingent or otherwise) required by GAAP to become due (collectively, “Liabilities”), except (i) as disclosed, reflected, provided for or reserved against in the be set forth on a consolidated balance sheet included of EOP or in the Indigo Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date of the Indigo Balance Sheet, (iii) for Liabilities arising out of or in connection with this Agreement, the other Transaction Documents or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), (iv) for Liabilities arising out of or in connection with the Restructuring thatand which, individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo EOP Material Adverse Effect. (e) Neither Indigo nor any Indigo Group Company is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Indigo or any Indigo Group Company, 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 where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo in the Indigo Financial Statements.

SEC Documents; Financial Statements; Undisclosed Liabilities. (ai) No Indigo Group Company is subject Amedisys has filed or furnished all required registration statements, 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, 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 and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the reporting Amedisys SEC Documents, and none of the Amedisys SEC Documents when filed and at their respective effective times, if 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 Section 13(a) or 15(d) of the Exchange Act. (bii) Indigo Parent has made available to Monsoon (i) the reviewed (but unaudited) special purpose The consolidated financial information of Indigo for the fiscal year ended March 31, 2016 statements (including any all related notes or schedules theretoand schedules) (of Amedisys and its subsidiaries included in the “Indigo Financial Statements”). The Indigo Financial Statements (i) present fairly Amedisys SEC Documents were prepared in all material respects the financial condition and the results of operations, cash flows and changes in shareholders’ equity of Indigo (on a consolidated basis) as of the respective dates of and for the periods referred to in the Indigo Financial Statements, and (ii) were prepared in accordance with IFRSUnited States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods covered involved (except as may be indicated in the notes thereto). The books ) and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately fairly present and reflect in all material respects all the consolidated financial position of Amedisys and its consolidated subsidiaries as of the transactions and actions therein described dates thereof and the Indigo Financial Statements have been preparedconsolidated results of their operations and cash flows for the periods then ended (subject, in all the case of unaudited statements, to normal year- end audit adjustments which are not material respectsand to any other adjustments described therein, in accordance with such books and records. No financial statements of any Person other than Indigo and its Subsidiaries are required by IFRS to be included in including the Indigo Financial Statements. Except as required by IFRS, Indigo has not, between March 31, 2016 and each of the date of this Agreement and the Closing Date, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect on March 31, 2016. For the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Financial Statements shall not affect any representations and warranties made by Indigo Parent in, or any rights of Monsoon under, this Agreementnotes thereto). (ciii) Indigo 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”), (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2022, and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Amedisys nor any of its subsidiaries has established and any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Amedisys. (iv) Amedisys maintains a system of internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRS. As of the date hereof, based on the most recently completed evaluation of Indigo’s “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iB) Indigo had no that transactions are executed only in accordance with the authorization of management and (C) 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 deficiencies or material weaknesses deficiency” in the design or operation of its internal control controls over financial reporting that would reasonably be expected to adversely affect Indigo’s ability to recordof Amedisys, process(2) “material weakness” in the internal controls over financial reporting of Amedisys, summarize and report financial information and (ii3) Indigo does not have knowledge of any fraud, whether or not material, that involves management or other employees of Amedisys who have a significant role in Indigo’s the internal control controls over financial reportingreporting 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. (dv) Indigo The “disclosure controls and its Subsidiaries do not have any liabilities, commitments or obligations procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of any nature, whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, the Exchange Act) utilized by Amedisys are reasonably designed to ensure that all information (both financial and whether or not accrued, due or non-financial) required to become due (collectively, “Liabilities”), except (i) as disclosed, reflected, provided for or reserved against be disclosed by Amedisys in the balance sheet included reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Indigo Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date rules and forms of the Indigo Balance SheetSEC and that all such information required to be disclosed is accumulated and communicated to the management of Amedisys, (iii) for Liabilities arising out as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officers and chief financial officer of or in connection Amedisys to make the certifications required under the Exchange Act with this Agreement, the other Transaction Documents or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), (iv) for Liabilities arising out of or in connection with the Restructuring that, individually or in the aggregate, have not had and would not reasonably be expected respect to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effectsuch reports. (evi) Neither Indigo Amedisys nor any Indigo Group Company of its subsidiaries is a party to, or has any Contract commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, contract (including any Contract contract or arrangement relating to any transaction or relationship between or among Indigo or Amedisys and any Indigo Group Companyof its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance sheet arrangements arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the purpose or intended effect of such Contract contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo Amedisys or any of its subsidiaries in the Indigo Financial StatementsAmedisys’s or such subsidiary’s published financial statements or other Amedisys SEC Documents.

SEC Documents; Financial Statements; Undisclosed Liabilities. (ai) No Indigo Group Company is subject Amedisys has filed or furnished all required registration statements, 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, 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 and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the reporting Amedisys SEC Documents, and none of the Amedisys SEC Documents when filed and at their respective effective times, if 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 Section 13(a) or 15(d) of the Exchange Act. (bii) Indigo Parent has made available to Monsoon (i) the reviewed (but unaudited) special purpose The consolidated financial information of Indigo for the fiscal year ended March 31, 2016 statements (including any all related notes or schedules theretoand schedules) (of Amedisys and its subsidiaries included in the “Indigo Financial Statements”). The Indigo Financial Statements (i) present fairly Amedisys SEC Documents were prepared in all material respects the financial condition and the results of operations, cash flows and changes in shareholders’ equity of Indigo (on a consolidated basis) as of the respective dates of and for the periods referred to in the Indigo Financial Statements, and (ii) were prepared in accordance with IFRSUnited States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods covered involved (except as may be indicated in the notes thereto). The books ) and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately fairly present and reflect in all material respects all the consolidated financial position of Amedisys and its consolidated subsidiaries as of the transactions and actions therein described dates thereof and the Indigo Financial Statements have been preparedconsolidated results of their operations and cash flows for the periods then ended (subject, in all the case of unaudited statements, to normal year-end audit adjustments which are not material respectsand to any other adjustments described therein, in accordance with such books and records. No financial statements of any Person other than Indigo and its Subsidiaries are required by IFRS to be included in including the Indigo Financial Statements. Except as required by IFRS, Indigo has not, between March 31, 2016 and each of the date of this Agreement and the Closing Date, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect on March 31, 2016. For the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Financial Statements shall not affect any representations and warranties made by Indigo Parent in, or any rights of Monsoon under, this Agreementnotes thereto). (ciii) Indigo 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”), (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2022, and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Amedisys nor any of its subsidiaries has established any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) 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 reasonably be expected to have a Material Adverse Effect on Amedisys. (iv) Amedisys maintains a system of internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRS. As of the date hereof, based on the most recently completed evaluation of Indigo’s “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iB) Indigo had no that transactions are executed only in accordance with the authorization of management and (C) 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 deficiencies or material weaknesses deficiency” in the design or operation of its internal control controls over financial reporting that would reasonably be expected to adversely affect Indigo’s ability to recordof Amedisys, process(2) “material weakness” in the internal controls over financial reporting of Amedisys, summarize and report financial information and (ii3) Indigo does not have knowledge of any fraud, whether or not material, that involves management or other employees of Amedisys who have a significant role in Indigo’s the internal control controls over financial reportingreporting 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. (dv) Indigo The “disclosure controls and its Subsidiaries do not have any liabilities, commitments or obligations procedures” (as defined in Rules 13a- 15(e) and 15d-15(e) of any nature, whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, the Exchange Act) utilized by Amedisys are reasonably designed to ensure that all information (both financial and whether or not accrued, due or non-financial) required to become due (collectively, “Liabilities”), except (i) as disclosed, reflected, provided for or reserved against be disclosed by Amedisys in the balance sheet included reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Indigo Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date rules and forms of the Indigo Balance SheetSEC and that all such information required to be disclosed is accumulated and communicated to the management of Amedisys, (iii) for Liabilities arising out as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officers and chief financial officer of or in connection Amedisys to make the certifications required under the Exchange Act with this Agreement, the other Transaction Documents or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), (iv) for Liabilities arising out of or in connection with the Restructuring that, individually or in the aggregate, have not had and would not reasonably be expected respect to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effectsuch reports. (evi) Neither Indigo Amedisys nor any Indigo Group Company of its subsidiaries is a party to, or has any Contract commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, contract (including any Contract contract or arrangement relating to any transaction or relationship between or among Indigo or Amedisys and any Indigo Group Companyof its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any off-“off- balance sheet arrangements arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the purpose or intended effect of such Contract contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo Amedisys or any of its subsidiaries in the Indigo Financial StatementsAmedisys’s or such subsidiary’s published financial statements or other Amedisys SEC Documents.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) No Indigo Group Company is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (b) Indigo Parent has made available to Monsoon (i) the reviewed (but unaudited) special purpose consolidated financial information of Indigo for the fiscal year ended March 31Starwood and its subsidiaries have filed or furnished all required registration statements, 2016 prospectuses, reports, schedules, forms, statements, certifications and other documents (including any notes or schedules theretoexhibits and all other information incorporated therein) with the SEC since January 1, 2013 (the “Indigo Financial StatementsStarwood SEC Documents”). The Indigo Financial Statements As of their respective dates (i) present fairly or, if amended, as of the date of such amendment), the Starwood SEC Documents complied in all material respects with the financial condition requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the results ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of operations2002, cash flows as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and changes in shareholders’ equity the rules and regulations of Indigo the SEC promulgated thereunder applicable to the Starwood SEC Documents, and none of the Starwood SEC Documents when filed (on a consolidated basis) or, if amended, as of the date of such amendment) and at their respective dates effective times, if applicable, contained any untrue statement of and for a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the periods referred to statements therein, in the Indigo 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 Starwood SEC Documents, and, to the knowledge of Starwood, none of the Starwood SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. (ii) The consolidated financial statements (including all related notes and schedules) of Starwood and its subsidiaries included in the Starwood SEC Documents (the “Starwood Financial Statements, and (ii”) were prepared in all material respects in accordance with IFRSU.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods covered involved (except as may be indicated in the notes thereto). The books ) and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately fairly present and reflect in all material respects all the consolidated financial position of Starwood and its consolidated subsidiaries as of the transactions and actions therein described dates thereof and the Indigo Financial Statements have been preparedconsolidated results of their operations and cash flows for the periods then ended (subject, in all the case of unaudited statements, to normal year-end audit adjustments which are not material respectsand to any other adjustments described therein, including the notes thereto). (iii) Except (A) as reflected or reserved against in accordance with such books and records. No financial statements Starwood’s consolidated balance sheet as of any Person other than Indigo and its Subsidiaries are required by IFRS to be September 30, 2015 (or the notes thereto) as included in the Indigo Financial Statements. Except as Starwood Filed SEC Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2015 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Starwood nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by IFRSGAAP to be reflected on a consolidated balance sheet of Starwood and its subsidiaries (or in the notes thereto) that, Indigo has notindividually or in the aggregate, between March 31, 2016 and each of the date of this Agreement and the Closing Date, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect would reasonably be expected to have a Material Adverse Effect on March 31, 2016. For the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Financial Statements shall not affect any representations and warranties made by Indigo Parent in, or any rights of Monsoon under, this AgreementStarwood. (civ) Indigo has established and Starwood maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Starwood’s properties or assets. Since January 1, 2013, Starwood has disclosed to its auditors and the audit committee of Starwood’s Board of Directors any written notification of any (1) “significant deficiency” in the internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRS. As of the date hereof, based on the most recently completed evaluation of Indigo’s internal control over financial reportingStarwood, (i2) Indigo had no significant deficiencies or “material weaknesses weakness” in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Indigo’s ability to record, process, summarize and report financial information and of Starwood or (ii3) Indigo does not have knowledge of any fraud, whether or not material, that involves management or other employees of Starwood who have a significant role in Indigo’s the internal control controls over financial reportingreporting of Starwood. Starwood has made available to Marriott all such disclosures made by Starwood since January 1, 2014 to its auditors or the audit committee of Starwood’s Board of Directors to the date of this Agreement. (dv) Indigo The “disclosure controls and its Subsidiaries do not have any liabilities, commitments or obligations of any nature, whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, procedures” (as defined in Rules 13a‑15(e) and whether or not accrued, due or 15d-15(e) under the Exchange Act) utilized by Starwood are designed to become due ensure that all information (collectively, “Liabilities”), except (iboth financial and non-financial) as disclosed, reflected, provided for or reserved against required to be disclosed by Starwood in the balance sheet included reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Indigo Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date rules and forms of the Indigo Balance SheetSEC and that all such information required to be disclosed is accumulated and communicated to the management of Starwood, (iii) for Liabilities arising out as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of or in connection Starwood to make the certifications required under the Exchange Act with this Agreement, the other Transaction Documents or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), (iv) for Liabilities arising out of or in connection with the Restructuring that, individually or in the aggregate, have not had and would not reasonably be expected respect to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effectsuch reports. (evi) Neither Indigo Starwood nor any Indigo Group Company of its subsidiaries is a party to, or has any Contract commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, contract (including any Contract contract or arrangement relating to any transaction or relationship between or among Indigo or Starwood and any Indigo Group Companyof its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance sheet arrangements 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 contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo Starwood or any of its subsidiaries in the Indigo Financial StatementsStarwood’s or such subsidiary’s published financial statements or other Starwood SEC Documents.

SEC Documents; Financial Statements; Undisclosed Liabilities. Vornado REIT has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission since January 1, 2000. The Vornado Annual Report on Form 10-K for the year ended December 31, 2000 (aincluding all documents incorporated therein by reference) No Indigo Group Company is subject and the revised definitive Vornado Proxy Statement on Schedule 14A relating to the reporting 2001 annual meeting of Vornado shareholders (collectively, the "Vornado SEC Documents") as of their respective filing dates, complied in all material respects with all applicable requirements of Section 13(a) or 15(d) of the Securities Act and the Exchange Act. (b) Indigo Parent has made available to Monsoon (i) Act and the reviewed (but unaudited) special purpose rules and regulations promulgated thereunder. The consolidated financial information statements of Indigo Vornado included in the Vornado Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and the Vornado Quarterly Reports on Form 10-Q for the quarter ended March 31, 2016 2001 and for the quarter ended June 30, 2001 (including any notes or schedules thereto) (collectively, the “Indigo "Vornado Financial Statements”). The Indigo Financial Statements (i") present fairly complied as to form in all material respects the financial condition with applicable accounting requirements and the results of operations, cash flows published rules and changes in shareholders’ equity of Indigo (on a consolidated basis) as regulations of the respective dates of and for the periods referred to in the Indigo Financial StatementsCommission with respect thereto, and (ii) were have been prepared in accordance with IFRS, GAAP applied on a consistent basis during the periods covered involved (except as may be indicated in the notes thereto). The books ) and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described and the Indigo Financial Statements have been prepared, in all material respectsfairly presented, in accordance with such books the applicable requirements of GAAP, the consolidated financial position of Vornado REIT and records. No financial statements the Vornado Subsidiaries, taken as a whole, as of any Person other than Indigo the dates thereof and its Subsidiaries are required by IFRS to be included in the Indigo Financial Statementsconsolidated results of operations and cash flows for the periods then ended, except for liabilities and obligations which would not have a Vornado Material Adverse Effect. Except as required by IFRS, Indigo has not, between March 31, 2016 and each of set forth in the date of this Agreement and the Closing Date, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect on March 31, 2016. For the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Vornado Financial Statements shall not affect any representations and warranties made by Indigo Parent inor in SCHEDULE 3.5, or any rights of Monsoon under, this Agreement. (c) Indigo has established and maintains a system of internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRS. As of the date hereof, based on the most recently completed evaluation of Indigo’s internal control over financial reporting, (i) Indigo had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Indigo’s ability to record, process, summarize and report financial information and (ii) Indigo does not have knowledge of Vornado REIT, neither Vornado REIT nor any fraud, whether or not material, that involves management or other employees who have a significant role in Indigo’s internal control over financial reporting. (d) Indigo and its Subsidiaries do not have Vornado Subsidiary has any liabilities, commitments liabilities or obligations of any nature, nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued, due absolute, contingent or otherwise) required by GAAP to become due (collectively, “Liabilities”), except (i) as disclosed, reflected, provided for or reserved against in the be set forth on a consolidated balance sheet included in the Indigo Financial Statements of Vornado REIT or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date of the Indigo Balance Sheet, (iii) for Liabilities arising out of or in connection with this Agreement, the other Transaction Documents or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), (iv) for Liabilities arising out of or in connection with the Restructuring thatwhich, individually or in the aggregate, would have not had and would not reasonably be expected to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo a Vornado Material Adverse Effect. (e) Neither Indigo nor any Indigo Group Company is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Indigo or any Indigo Group Company, 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 where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo in the Indigo Financial Statements.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) No Indigo Group Company is subject Trust has filed with or furnished to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (b) Indigo Parent has made available to Monsoon (i) the reviewed (but unaudited) special purpose consolidated financial information of Indigo for the fiscal year ended March SEC all required reports, schedules, forms, exhibits, statements and other documents since December 31, 2016 (including any notes or schedules thereto) 2011 (the “Indigo Financial StatementsTrust SEC Documents”). The Indigo Financial Statements All of the Trust SEC Documents (i) present fairly other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the financial condition Securities Act and the results of operationsExchange Act and, cash flows in each case, the rules and changes in shareholders’ equity of Indigo (on a consolidated basis) as regulations promulgated thereunder applicable to such the Trust SEC Documents. None of the respective dates Trust SEC Documents at the time of filing and for effectiveness contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the periods referred 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 the Trust SEC Documents. The consolidated financial statements of Trust included in the Indigo Financial StatementsTrust SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (ii) were have been prepared in accordance with IFRSGAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods covered involved (except as may be indicated in the notes thereto). The books ) and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately present and reflect fairly presented in all material respects all of the transactions and actions therein described and the Indigo Financial Statements have been prepared, in all material respects, in accordance with such books the applicable requirements of GAAP, the financial position of Trust as of the dates thereof and records. No financial statements the results of any Person other than Indigo operations and its Subsidiaries are required by IFRS to be included cash flows for the periods then ended (subject, in the Indigo Financial Statements. Except as required case of unaudited statements, to normal and recurring year-end audit adjustments). (b) Trust has made available to CIM copies of all comment letters received by IFRSTrust from the Staff of the SEC since January 1, Indigo has not, between March 31, 2016 and each of 2011 through the date of this Agreement and all responses to such comment letters by or on behalf of Trust. To the Closing Dateknowledge of Trust, as applicable, made there are no outstanding or adopted unresolved comments from the SEC with respect to any material change in its accounting methods, practices or policies in effect on March 31, 2016. For of the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Financial Statements shall not affect any representations and warranties made by Indigo Parent in, or any rights of Monsoon under, this AgreementTrust SEC Documents. (c) Indigo has established and maintains Schedule 6.6 sets forth a system of internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRS. As of the date hereof, based on the most recently completed evaluation of Indigo’s internal control over financial reporting, (i) Indigo had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Indigo’s ability to record, process, summarize and report financial information and (ii) Indigo does not have knowledge list of any fraud, whether or not material, that involves management or other employees who have a significant role in Indigo’s internal control over financial reporting. (d) Indigo and its Subsidiaries do not have any liabilities, commitments 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, due or to become due (collectively, “Liabilities”), except (i) as disclosed, reflected, provided for or reserved against in the balance sheet included in the Indigo Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date of the Indigo Balance Sheet, (iii) for Liabilities arising out of or in connection with this Agreement, the other Transaction Documents or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), (iv) for Liabilities arising out of or in connection with the Restructuring that, individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effect. (e) Neither Indigo nor any Indigo Group Company is a party to, or has any Contract to become a party to, any material joint venture, off-off balance sheet partnership or any similar Contractcontract or arrangement to which Trust, or any Trust Subsidiary is a party (including any Contract contract relating to any transaction or relationship between or among Indigo or Trust and any Indigo Group Companyof the Trust Subsidiaries, on the one hand, and any unconsolidated affiliateaffiliate of Trust or any of the Trust Subsidiaries, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements where arrangements” (as defined in Item 303(a) of Regulation S-K of the purpose SEC)). (d) The audit committee of the Trust Board of Managers has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3 in all material respects, and has made available to CIM true, complete and correct copies of such Contract is procedures. Neither Trust nor any Trust Subsidiary, nor to avoid disclosure the knowledge of Trust, any director, officer, employee, advisor, accountant or representative of Trust, any Trust Subsidiary or any party providing accounting or financial advisory services to Trust or any Trust Subsidiary has received any material “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To Trust’s knowledge, no material transaction involvingcomplaint seeking relief under Section 806 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) has been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint. (e) Trust’s Chief Executive Officer and Chief Financial Officer have made all certifications and statements required by Sections 302 and 906 of SOX and the related rules and regulations promulgated thereunder with respect to the Trust SEC Documents. Trust and the Trust Subsidiaries maintain a system of “disclosure controls and procedures” (as defined in Rule 13a-15 of the Exchange Act) that it files or submits under the Exchange Act is, in all material respects, recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to Trust’s management as appropriate to allow timely decisions regarding required disclosure. Since January 1, 2011, Trust and the Trust Subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures in material compliance with Rule 13a-15 of the Exchange Act. (f) Trust and the Trust Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or Persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Except as would not reasonably be expected to have a Trust Material Adverse Effect, Trust and the Trust Subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (g) Except as set forth on Schedule 6.6 or as permitted by Section 7.2 (for the purposes of this sentence, as if Section 7.2 had been in effect since December 31, 2012), neither Trust nor any Trust Subsidiary has any material liabilities ofor obligations of any nature (whether accrued, Indigo absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Trust or, to the knowledge of Trust, of any unconsolidated Trust Subsidiary or in the Indigo Financial Statementsnotes thereto other than any such liabilities or obligations incurred since December 31, 2012 in the ordinary course of business consistent with past practice of Trust and the Trust Subsidiaries. For purposes of this Agreement, the term “knowledge” (and derivation terms thereof) with respect to Trust shall mean the actual knowledge of the Persons set forth in Schedule 6.6 and shall include the actual knowledge of such Persons gained through their participation in the business and operations of Trust and the Trust Subsidiaries.