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

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January 1, 2014 under Section 13(a) or 15(d) of the Exchange Act which, as of their respective dates (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact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

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

SEC Documents; Financial Statements; Undisclosed Liabilities. (%3a) With respect The Company has filed all reports, schedules, forms, statements and other documents (the “Company SEC Documents”) required to the Business only, Seller Parent has not be filed any documents with the SEC since January 1, 2014 2000 through the date hereof under Section 13(a) or 15(d) the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). None of the Exchange Act which, as Company Subsidiaries is required to file any reports or other documents with the SEC. (b) As of their respective dates filing dates, the Company SEC Documents and any forms, reports and other documents filed by the Company with the SEC after the date hereof: (ori) complied or will comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, hereof then on the date of such filing), contained ) or will not at the time they are filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made with respect to information included in the Company SEC Documents that was provided in writing by Parent or Sub. (ac) The Company’s real estate investment trust taxable income (as defined in Section 4.04(b857(b)(2) of the Seller Disclosure Letter sets forth (iCode) an audited balance sheet with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto 2002 was zero dollars and the Balance Sheet, Company’s estimated real estate investment trust taxable income (as defined in Section 857(b)(2) of the “2015 Business Financial Statements”Code) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years year ended December 31, 2014 and 2003 (the “Estimate”) is as set forth in Section 3.7 of the Company Disclosure Letter. Section 3.7 of the Company Disclosure Letter provides, in reasonable detail, the Company’s calculation of the Estimate for the year ended December 31, 2013 2003. The Estimate represents the Company’s reasonable good faith estimate as of the date of this Agreement of the estimated real estate investment trust taxable income of the Company for the year ended December 31, 2003 and has been prepared on the basis of the assumptions set forth in Section 3.7 of the Company Disclosure Letter, which the Company believes are fair and reasonable in light of the historical financial information relevant to the Estimate and current and reasonably foreseeable factors. (together d) The consolidated financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the notes published rules and regulations of the SEC with respect thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were have been prepared in accordance with generally accepted accounting principles (“GAAP”) (except, in the books case of account unaudited statements, as permitted by the applicable rules and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position regulations of the Business and the results of its operations and changes in cash flows as of the dates thereof and for SEC) applied on a consistent basis during the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of the Company and its consolidated subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (be) Except as reflected The Company has no Company Subsidiaries that are not consolidated for accounting purposes. (f) Neither the Company nor any of the Company Subsidiaries has any liabilities or reserved against on the Balance Sheet, the Assumed Liabilities do not include any Liabilities obligations of any nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due) (collectively, “Liabilities”) that are material, other than Liabilities that to the extent (i) were reserved for on the audited balance sheet included in the audited financial statements of the Company as of December 31, 2002 (the “Financial Statement Date”) contained in the Company SEC Documents (the “Company Audited Financials”), (ii) incurred in the ordinary course Ordinary Course of business Business (as defined herein) after the Financial Statement Date, and which individually or in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had and would the aggregate are not reasonably be expected to have a Business Company Material Adverse Effect. (c) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (iiii) transactions are executed relating to performance obligations, under Leases and Contracts (as defined below) in accordance with management’s general the terms and conditions thereof which are not required by GAAP to be reflected on a regularly prepared balance sheet, or specific authorization, transactions are recorded (iv) as necessary (Aset forth on Section 3.7(f) to permit of the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differencesCompany Disclosure Letter.

SEC Documents; Financial Statements; Undisclosed Liabilities. (%3a) With respect The Company has filed all reports, schedules, forms, statements and other documents (the "Company SEC Documents") required to the Business only, Seller Parent has not be filed any documents with the SEC since January 1, 2014 2000 through the date hereof under Section 13(a) or 15(d) the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). None of the Exchange Act which, as Company Subsidiaries is required to file any reports or other documents with the SEC. (b) As of their respective dates filing dates, the Company SEC Documents and any forms, reports and other documents filed by the Company with the SEC after the date hereof: (ori) complied or will comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, hereof then on the date of such filing), contained ) or will not at the time they are filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made with respect to information included in the Company SEC Documents that was provided in writing by Parent or Sub. (ac) The Company's real estate investment trust taxable income (as defined in Section 4.04(b857(b)(2) of the Seller Disclosure Letter sets forth (iCode) an audited balance sheet with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto 2002 was zero dollars and the Balance Sheet, Company's estimated real estate investment trust taxable income (as defined in Section 857(b)(2) of the “2015 Business Financial Statements”Code) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years year ended December 31, 2014 and 2003 (the "Estimate") is as set forth in Section 3.7 of the Company Disclosure Letter. Section 3.7 of the Company Disclosure Letter provides, in reasonable detail, the Company's calculation of the Estimate for the year ended December 31, 2013 2003. The Estimate represents the Company's reasonable good faith estimate as of the date of this Agreement of the estimated real estate investment trust taxable income of the Company for the year ended December 31, 2003 and has been prepared on the basis of the assumptions set forth in Section 3.7 of the Company Disclosure Letter, which the Company believes are fair and reasonable in light of the historical financial information relevant to the Estimate and current and reasonably foreseeable factors. (together d) The consolidated financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the notes published rules and regulations of the SEC with respect thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the books case of account unaudited statements, as permitted by the applicable rules and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position regulations of the Business and the results of its operations and changes in cash flows as of the dates thereof and for SEC) applied on a consistent basis during the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of the Company and its consolidated subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (be) Except as reflected The Company has no Company Subsidiaries that are not consolidated for accounting purposes. (f) Neither the Company nor any of the Company Subsidiaries has any liabilities or reserved against on the Balance Sheet, the Assumed Liabilities do not include any Liabilities obligations of any nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due) (collectively, "Liabilities") that are material, other than Liabilities that to the extent (i) were reserved for on the audited balance sheet included in the audited financial statements of the Company as of December 31, 2002 (the "Financial Statement Date") contained in the Company SEC Documents (the "Company Audited Financials"), (ii) incurred in the ordinary course Ordinary Course of business Business (as defined herein) after the Financial Statement Date, and which individually or in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had and would the aggregate are not reasonably be expected to have a Business Company Material Adverse Effect. (c) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (iiii) transactions are executed relating to performance obligations, under Leases and Contracts (as defined below) in accordance with management’s general the terms and conditions thereof which are not required by GAAP to be reflected on a regularly prepared balance sheet, or specific authorization, transactions are recorded (iv) as necessary (Aset forth on Section 3.7(f) to permit of the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differencesCompany Disclosure Letter.

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

SEC Documents; Financial Statements; Undisclosed Liabilities. (%3) With respect to the Business onlyThe Company has filed all required reports, Seller Parent has not filed any schedules, forms, statements and other documents with the SEC since January 1February 7, 2014 under Section 13(a) or 15(d1996 through the date hereof (the "Company SEC Documents"). Schedule 2.6 of the Company Disclosure Letter contains a complete list (without exhibits) of all Company SEC Documents filed by Company with the Exchange Act whichSEC since February 7, 1996 and on or prior to the date of this Agreement. All of the Company SEC Documents (other than preliminary material), as of their respective dates (orfiling dates, if amended or superseded by a filing prior to the date hereof, then on as of the date of such the last amendment thereof (if amended after filing), complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act and, in each case, the rules and regulations promulgated thereunder applicable to such Company SEC Documents. None of the Company SEC Documents at the time of filing contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (a) Section 4.04(b) , except to the extent such statements have been modified or superseded by later Company SEC Documents filed on a non- confidential basis prior to the date of this Agreement. The consolidated financial statements of the Seller Disclosure Letter sets forth Company included in the Company SEC Documents (iwhich, solely for purposes of this sentence, shall be deemed to include the Company's annual report on Form 10-K for the fiscal year ended February 29, 2000, as of the date filed with the SEC) an audited balance sheet complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the Business at December 31case of unaudited statements, 2015 as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (together with except as may be indicated therein or in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC in all material respects, the “Balance Sheet”) consolidated financial position of the Company and the related audited statements consolidated Company Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the year periods then ended December 31(subject, 2015 in the case of unaudited statements, to normal year-end audit adjustments, any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act). Schedule 2.6 of the Company Disclosure Letter sets forth all Company Subsidiaries which are not consolidated for accounting purposes as of the date hereof. Except for liabilities and obligations set forth in the Company SEC Documents or in Schedule 2.6 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (together with whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company or in the notes thereto and the Balance Sheetwhich, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were prepared in accordance with the books of account and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position of the Business and the results of its operations and changes in cash flows as of the dates thereof and for the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements (except as may be indicated individually or in the notes thereto). (b) Except as reflected or reserved against on the Balance Sheetaggregate, the Assumed Liabilities do not include any Liabilities of any nature other than Liabilities that (i) were incurred in the ordinary course of business in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had and would not reasonably be expected to have a Business Company Material Adverse Effect, after taking into account any assets acquired or services provided in connection with the incurrence of such liabilities or obligations. (c) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

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

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

SEC Documents; Financial Statements; Undisclosed Liabilities. (%3a) With respect FelCor and the FelCor Subsidiaries have filed all required reports, schedules, forms, statements and other documents with the SEC from July 28, 1994 through the date hereof (the "FelCor SEC Documents"). Schedule 2.5 to the Business only, Seller Parent has not FelCor Disclosure Letter contains a complete list of all FelCor SEC Documents filed any documents by FelCor and the FelCor Subsidiaries with the SEC since January 1, 2014 under Section 13(a) 1996 and on or 15(d) prior to the date of this Agreement (the "FelCor Filed SEC Documents"). All of the Exchange Act whichFelCor SEC Documents (other than preliminary material), as of their respective dates (orfiling dates, if amended or superseded by a complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and, in each case, the rules and regulations promulgated thereunder applicable to such FelCor SEC Documents. None of the FelCor SEC Documents at the time of filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later FelCor Filed SEC Documents. (ab) Section 4.04(b) The consolidated financial statements of FelCor and the Seller Disclosure Letter sets forth FelCor Subsidiaries included in the FelCor SEC Documents (i) an audited balance sheet complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to the Business at December 31, 2015 (together with the notes thereto, the “Balance Sheet”) and the related audited statements of operations and cash flows for the year ended December 31, 2015 (together with the notes thereto and the Balance Sheet, the “2015 Business Financial Statements”) and (ii) audited balance sheets with respect to the Business at December 31, 2014 and December 31, 2013 (together with the notes thereto, the “2014 and 2013 Balance Sheets”) and the related audited statements of operations, business unit equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (together with the notes thereto, the 2014 and 2013 Balance Sheets, and the 2015 Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (A) were have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the books case of account unaudited statements, as permitted by the applicable rules and other financial records of Seller and its subsidiaries, (B) present fairly in all material respects the financial position regulations of the Business and the results of its operations and changes in cash flows as of the dates thereof and for SEC) applied on a consistent basis during the periods covered thereby and, (C) were prepared in accordance with GAAP, in a manner and using accounting principles consistent with Seller’s historical financial statements involved (except as may be indicated in the notes theretothereto included in or incorporated into any FelCor Filed SEC Documents), and (iii) present fairly, in all material respects, the consolidated financial 9 18 position of FelCor and the FelCor Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and immaterial year-end audit adjustments). Except as set forth in Schedule 2.5 to the FelCor Disclosure Letter, FelCor has no Subsidiaries which are not consolidated for accounting purposes. (bc) Except as reflected for liabilities and obligations set forth in the FelCor Filed SEC Documents or reserved against on in Schedule 2.5 to the Balance SheetFelCor Disclosure Letter or for liabilities and obligations specifically contemplated to be incurred in connection with this Agreement, neither FelCor nor any of the Assumed Liabilities do not include FelCor Subsidiaries has any Liabilities liabilities or obligations of any nature other than Liabilities that (iwhether accrued, absolute, contingent or otherwise) were incurred required by GAAP to be set forth on a consolidated balance sheet of FelCor or in the notes thereto and which, individually or in the aggregate, could be reasonably expected to have a FelCor Material Adverse Effect. (d) Each of the operating statements for the FelCor Hotels provided or to be provided by FelCor to Bristol or its advisors was prepared in the ordinary course of business in a manner consistent with past practice and not in violation of this Agreement or (ii) have not had was derived from the books and would not reasonably be expected to have a Business Material Adverse Effectrecords for the applicable FelCor Hotel. (c) The Business has established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) transactions are executed in accordance with management’s general or specific authorization, transactions are recorded as necessary (A) to permit the preparation of financial statements in conformity with GAAP and (B) to maintain accountability for items, (ii) access to assets is permitted in accordance with management’s general or specific authorization and (iii) recorded accountability for items is compared with actual levels at reasonable intervals and appropriate action is taken with respect to any differences.