Common use of Financial Statements; Indebtedness Clause in Contracts

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of December 31, 2008 and the related unaudited combined consolidated statements of income and cash flows for the fiscal year ended December 31, 2008 (the “2008 Unaudited Financial Statements”); and (ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September 30, 2009 (the “Latest Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the nine month period ending on such date (the “September 30 Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.4, each Financial Statement (x) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, from the books and records of the Group Companies (including the St. Augustine Land), except as may be indicated in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amount, and (y) fairly presents, in all material respects, the consolidated financial position of the Group Companies as of the dates thereof, their results of operations and cash flows for the periods then ended (subject, in the case of the September 30 Unaudited Financial Statements, to the absence of footnotes and to year-end adjustments which are immaterial in amount). (c) Each of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except as set forth on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet Arrangements. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debt. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. Attached hereto in Section 3.5 of the Schedules are (a) Attached hereto the unaudited combined balance sheets of CCG and the Company Subsidiary as Schedule 3.4 are true of December 31, 2015 (the “Balance Sheet Date”), December 31, 2014 and complete copies December 31, 2013, and the related unaudited combined statements of income and cash flows of CCG and the Company Subsidiary for the twelve-month periods then ended, (b) the unaudited balance sheets of Glenwood as of the following Balance Sheet Date, December 31, 2014 and December 31, 2013, and the related unaudited statements of income and cash flows of Glenwood for the twelve-month periods then ended, and (c) the unaudited combined balance sheet of CCG and the Company Subsidiary as of September 30, 2016 and the unaudited balance sheet of Glenwood as of September 30, 2016 (collectively, the “Interim Balance Sheet”), and the related unaudited combined statements of income and cash flows of CCG and the Company Subsidiary for the nine-month period then ended and the related unaudited statements of income and cash flows of Glenwood for the nine-month period then ended (the financial statements described in (such financial statementsa)-(c), the “Financial Statements”): (i) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of December 31, 2008 and the related unaudited combined consolidated statements of income and cash flows for the fiscal year ended December 31, 2008 (the “2008 Unaudited Financial Statements”); and (ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September 30, 2009 (the “Latest Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the nine month period ending on such date (the “September 30 Unaudited Financial Statements”). (b) . Except as set forth on Schedule 3.4in Section 3.5 of the Schedules, each the Financial Statement Statements (xi) has have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered therebyinvolved, (ii) have been prepared from the books and records of the Group Companies (including the St. Augustine Land), except as may be indicated in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amount, Company Entities and (yiii) present fairly presents, in all material respectsrespects the financial condition, the consolidated financial position operating results and cash flows of the Group Companies Company Entities as of the dates thereof, their results of operations and cash flows for the periods then ended (subject, in the case indicated therein. Section 3.5 of the September 30 Unaudited Financial Statements, to the absence of footnotes and to year-end adjustments which are immaterial in amount). (c) Each Schedules lists all Indebtedness of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded Company Entities as necessary to permit preparation of the financial and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolveddate hereof. (d) Except as set forth on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet Arrangements. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debt. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of December 31, 2008 and the related unaudited combined consolidated statements of income and cash flows for the fiscal year ended December 31, 2008 (the “2008 Unaudited Financial Statements”); and (ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September 30, 2009 (the “Latest Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the nine month period ending on such date (the “September 30 Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.4, each Financial Statement (x) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, from the books and records of the Group Companies (including the St. Augustine Land), except as may be indicated in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amount, and (y) fairly presents, in all material respects, the consolidated financial position of the Group Companies as of the dates thereof, their results of operations and cash flows for the periods then ended (subject, in the case of the September 30 Unaudited Financial Statements, to the absence of footnotes and to year-end adjustments which are immaterial in amount). (c) Each of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except as set forth on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet Arrangements. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debt. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt.14 (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 are true True, correct and complete copies of the following financial statements Financial Statements are attached on Schedule 3.4. Except (such financial statements, the “Financial Statements”): (ix) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of December 31, 2008 and the related unaudited combined consolidated statements of income and cash flows for the fiscal year ended December 31, 2008 (the “2008 Unaudited Financial Statements”); and (ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September 30, 2009 (the “Latest Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the nine month period ending on such date (the “September 30 Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.43.4 or as disclosed or reflected on the face of any of the Financial Statements and (y) that the allocation of corporate support, each general, management and administrative and other liabilities and expenses included in any of the Financial Statement Statements may differ from what would be included for the Business on a stand-alone basis, the Financial Statements (xi) has have been prepared in accordance conformity with GAAP consistently applied on a (except in each case as described therein and/or as excepted pursuant to the last parenthetical in this Section 3.4(a)), (ii) are consistent basis throughout the periods covered thereby, from with the books and records of the Group Companies (including the St. Augustine Land), except as may be indicated in the notes thereto Company and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amountits Subsidiary, and (yiii) fairly presentspresent fairly, in all material respects, the consolidated financial position and results of operations of the Group Companies Business, as of the respective dates thereof, their results of operations thereof and cash flows for the respective periods then ended indicated in accordance with GAAP consistently applied (subject, in the case of the September 30 Unaudited Financial Statements, subject to the absence lack of footnotes and to other presentation items and year-end adjustments adjustments, which are immaterial would not, individually or in amountthe aggregate, reasonably be expected to be material to the Business). (cb) Each The Company and its Subsidiary maintain, and have maintained for all periods reflected in the Financial Statements, a system of the Group Companies maintains internal accounting controls which sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Group Companies in accordance with GAAP and to maintain accountability for the Group Companies’ consolidated assetsasset accountability; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; general or specific authorization and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (dc) Except as set forth on Schedule 3.4(d3.4(c), none of the Group Companies has entered into any Off Balance Sheet Arrangements. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) Company and Schedule 3.4(g) there is its Subsidiary have no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiaryIndebtedness. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debt. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 are true and complete copies of The Borrowers have furnished to the following financial statements (such financial statements, the “Financial Statements”): Lenders: (i) the unaudited combined MicroFinancial’s consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of December 31, 2008 2013 and the related unaudited combined its consolidated statements of income income, changes in stockholders’ equity and cash flows flow for the fiscal year ended December 31then ended, 2008 (and related footnotes, audited and certified without qualification by the “2008 Unaudited Financial Statements”)Borrower’s Accountants; and and (ii) the MicroFinancial’s unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September 30, 2009 2014 and its unaudited consolidated statements of income, changes in stockholders’ equity and cash flow for the three (3) months then ended (the “Latest Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the nine month period ending on such date (the “September 30 Unaudited Initial Financial Statements”). (b) Except as set forth on Schedule 3.4, each Financial Statement (x) has been certified by the principal financial officer of MicroFinancial, subject to normal, recurring year-end adjustments that shall not in the aggregate be material in amount. All such financial statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, from specified and present fairly the books and records of the Group Companies (including the St. Augustine Land), except as may be indicated in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amount, and (y) fairly presents, in all material respects, the consolidated financial position of each Parent and each of its Subsidiaries as of such dates and the Group Companies results of the operations of each Parent and each of its Subsidiaries for such periods. The Borrowers have also furnished to the Lenders the Parents’ pro forma combined balance sheet as of the dates thereof, Closing Date and projections of their future combined results of operations referred to at Section 3.1(a)(xviii), all of which were reasonable when made and cash flows for continue to be reasonable at the periods then ended (subject, in the case of the September 30 Unaudited Financial Statements, to the absence of footnotes and to year-end adjustments which are immaterial in amount)date hereof. (cb) Each of At the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of date hereof, the financial and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received Borrowers have no Indebtedness or otherwise had other material liabilities, debts or obtained knowledge of any material complaint, allegation, assertion or claimobligations, whether written accrued, absolute, contingent or oralotherwise, regarding the accounting and whether due or auditing practicesto become due, proceduresincluding, methodologies but not limited to, liabilities or methodsobligations on account of taxes or other governmental charges, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except as are not set forth on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet ArrangementsInitial Financial Statements or on Exhibit C hereto. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debt. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 are true and complete copies To the best of the following financial statements (such financial statementsBorrower's knowledge after diligent inquiry, the “Financial Statements”): (i) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) Borrower as of December 31November 30, 2008 1994, and the related unaudited combined consolidated state- ments of income and retained earnings and consolidated statements of income and cash flows for the fiscal year ended December 31, 2008 (the “2008 Unaudited Financial Statements”); and (ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September on November 30, 2009 (1994, reported upon by Xxxxx Xxxxxxxx LLP, independent public accountants, copies of which have been furnished to the “Latest Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the nine month period ending on such date (the “September 30 Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.4Lender, each Financial Statement (x) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, from the books and records of the Group Companies (including the St. Augustine Land), except as may be indicated are complete and correct in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amountall material respects, and (y) fully and fairly presentspresent the financial condition of the Borrower as at such date and the results of operations of the Borrower for the period covered thereby; (1) the consolidated balance sheet of the Borrower as of August 31, 1995 and the related consolidated statements of income and retained earnings and consolidated statements of cash flows for the nine months ended August 31, 1995, copies of which have been furnished to the Lender, (x) have been prepared in accordance with GAAP and are complete and correct in all material respects, (y) fully and fairly present the consolidated financial position condition of the Group Companies as of Borrower at such date and the dates thereof, their results of operations and cash flows of the Borrower for the periods then ended period covered thereby, and (subjectz) since August 31, 1995, there has been no material adverse change in such condition or operations; (2) since August 31, 1995 the case Borrower has incurred no material Indebtedness of the September 30 Unaudited Financial Statementsany nature which remains unpaid, including, but without limitation, liabilities for taxes and any interest or penalties relating thereto, except to the absence extent listed on Schedule 4.2(c) hereof; and the Borrower does not know of footnotes and to year-end adjustments which are immaterial in amount). (c) Each of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Group Companies and to maintain accountability any basis for the Group Companies’ consolidated assets; (iii) access to assertion against the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge Borrower of any material complaintclaim or liability of any nature not fully reflected and reserved against in the financial statements referred to in the preceding paragraph. The Borrower owns no assets except for the Meritage Note, allegationthe Meritage Pledge Agreement, assertion or claim, whether written or oral, regarding and the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any common stock of the Group Companies has engaged in illegal accounting or auditing practicesOperating Subsidiaries. The Operating Subsidiaries have good and marketable title to the Hotel Properties, in each case which material complaintthe Assets to be Sold and the Collateral, allegationfree, assertion or claim remains unresolved. (d) Except as set forth on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet Arrangements. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) clear and Schedule 3.4(g) there is no outstanding Funded Indebtedness (unencumbered except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiaryPermitted Liens. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debt. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 are true The Companies have made available to the Purchaser correct and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets of the Parent as of September 30, 2013, September 30, 2012 and September 30, 2011 and the audited consolidated statements of income, shareholders’ equity and cash flows for the fiscal years ended September 30, 2013, September 30, 2012 and September 30, 2011 (including the notes or other supplementary information thereto), and (ii) the unaudited combined consolidated balance sheet of the Group Companies for FR Acquisition Holding Corporation (including the St. Augustine LandLuxembourg), S.à.x.x. (“FRAHCL”) as of December 31March 29, 2008 2014 (the “FRAHCL Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the fiscal year six months ended December 31on March 29, 2008 2014 (all of the foregoing financial statements and any notes thereto are collectively referred to as the “2008 Unaudited Financial Statements”); and (iiSection 4.7(a) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September 30, 2009 (the “Latest Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the nine month period ending on such date (the “September 30 Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.4, each The Section 4.7(a) Financial Statement Statements (xi) has have been prepared from and are in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, from the books and records of the Group Companies (including Parent and its Subsidiaries and in accordance with IFRS applied consistently through the St. Augustine Land), except as may be indicated in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amountperiods covered thereby, and (yii) fairly presents, present in all material respectsrespects the consolidated financial condition of the Parent and FRAHCL as of September 30, 2013 and March 29, 2014, respectively, the consolidated financial position of the Group Companies as of the dates thereof, their results of operations and cash flows of the Parent for the periods then three years ended (subjectSeptember 30, 2013 and the consolidated results of operations and cash flows of FRAHCL for the six-month period ended March 29, 2014, in each case in accordance with IFRS, except (A) as indicated in any notes thereto, and (B) that the case of the September 30 Unaudited unaudited Section 4.7(a) Financial Statements, to the absence of Statements do not contain footnotes and are subject to normal year-end adjustments audit adjustments, which are immaterial in amount)not material. (c) Each Section 4.7(c) of the Group Companies maintains internal accounting controls which provide reasonable assurance that Disclosure Letter sets forth (i) a correct and complete list of all Contracts as of the date hereof that evidence any Indebtedness and Group Currency Hedging Arrangements of any member of the Group, (ii) the true and correct amount of the Indebtedness of the Group as of March 29, 2014, and (iii) the true and correct amount of the XXXXX Intercompany Debt together with all accrued interest thereon, as of March 29, 2014. (d) Each member of the Group maintains a system of accounting and internal controls sufficient in all respects to provide reasonable assurances that financial transactions are executed in accordance with management’s authorization; (ii) the general and specific authorizations of the management of the Group and that all transactions are recorded as necessary to permit the preparation of financial statements in conformity with IFRS, except as has not, and would not reasonably be expected to, materially adversely affect the financial and statutory statements Group, taken as a whole. To the Knowledge of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting , there has not been any fraud that involves any officer, director, principal, manager or other employee of any member of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except as set forth on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet ArrangementsGroup. (e) Except as set forth on Schedule 3.4(e)would not be materially adverse to the Group, Schedule 3.4(ftaken as a whole, all accounts receivable reflected in the unaudited consolidated balance sheet for FR Acquisition Holding Corporation (Luxembourg) S.à.x.x. as of May 31, 2014, (i) represent bona fide claims against debtors for sales, services performed or other charges arising in the ordinary course of business consistent with past practice and Schedule 3.4(g(ii) there is no outstanding Funded Indebtedness (except to the Knowledge of the Companies, are not subject to dispute other than ordinary course billing disputes, subject to any reserves for Funded Indebtedness incurred after bad debts reflected in the date hereof in compliance with Section 6.1(b). Schedule 3.4(e4.7(a) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiaryFinancial Statements. (f) Schedule 3.4(fThe Seller has made available to the Purchaser the Combined Financial Statements as of September 30, 2013, and March 29, 2014 and for the twelve-month and six-month periods then ended, respectively, which are included in Section 1.01(c) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate the Group Disclosure Letter (collectively, the “Fixed Rate DebtSeptember 2013 and March 2014 Combined Financial Statements”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct September 2013 and complete copies March 2014 Combined Financial Statements were prepared with a good faith intention to present the unaudited combined balance sheets of documents evidencing each Fixed Rate Debt the Group as of the relevant dates and the unaudited combined statements of income of the Group for the relevant periods then ended. Each Periodic Statement and Combined Financial Statement was prepared in good faith in the ordinary course of business and on a basis consistent with past practice. Each Reconciliation Statement was prepared in good faith to Parent REIT. The Group Companies have made include all payments of principal, interest material adjustments and any other sums that are due and payable under, or with respect to reconcile the Combined Financial Statements to the Fixed Rate Debt. Except unaudited Section 4.7(a) Financial Statements or Periodic Statements, as set forth on Schedule 3.4(f)applicable, no Group Company, on as at the one hand, nor, to corresponding dates and for the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debtcorresponding periods. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 are The Seller has made available to the Buyer true and complete correct copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the a standalone unaudited combined consolidated balance sheet of the Group Companies Business (including as adjusted for the St. Augustine Landrequired contribution of the flowback and well testing assets of SPN WS to the Company and exclusion of the Excluded Assets held by the Company at or prior to the Closing and conveyed or to be conveyed to Pumpco) as of December 31, 2008 and the related unaudited combined consolidated statements of income and cash flows for the fiscal year ended December 31, 2008 (the “2008 Unaudited Financial Statements”); and (ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September June 30, 2009 2021 (the “Latest Balance Sheet”) and the related unaudited combined consolidated (ii) statements of income revenue and cash flows expenses for the nine Business for the three month period ending on such date periods ended March 31, 2021 and June 30, 2021 and for the fiscal years ended 2019 and 2020. Each of the foregoing financial statements (including in all cases the “September 30 Unaudited Financial Statements”). notes and schedules thereto, if any) (b1) Except as set forth on Schedule 3.4, each Financial Statement is accurate and complete in all material respects; (x2) has been prepared in accordance is consistent with GAAP applied on a consistent basis throughout the periods covered thereby, from the books and records of the Group Companies Company (including which, in turn, are accurate and complete in all material respects); (3) has been prepared in good faith from Seller’s historical accounting records; and (4) presents fairly in all material respects the St. Augustine Land), except financial condition of the Business as may be indicated in of the notes thereto dates and except for the absence of footnotes and periods referred to therein, subject to normal year-end adjustments which are immaterial in amountand the absence of notes, except for the fact that (A) the Business was not operated on a stand-alone basis during such periods and, therefore, the foregoing financial information reflects certain cost allocations made that may not reflect what would have been incurred if the Business had been operated on a stand-alone basis during such periods and does not include all of the costs necessary for the Business to operate as a separate stand-alone entity; and (B) the statements of revenue and expenses for the Business do not reflect any impact on those statements of the conveyance of the Excluded Assets held by the Company to Pumpco at or prior to the Closing. (b) Section 1.2(b)(iii) of the Disclosure Schedule sets forth all outstanding Indebtedness of the Company Group, and (y) fairly presentsfor each item of Indebtedness set forth thereon, in all material respectsidentifies the debtor, the consolidated financial position of the Group Companies principal amount as of the dates thereof, their results date of operations this Agreement and cash flows for the periods then ended (subject, in the case of the September 30 Unaudited Financial Statements, to the absence of footnotes and to year-end adjustments which are immaterial in amount). (c) Each of the creditor. The Company Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except no other Indebtedness except as set forth on Schedule 3.4(d), none Section 1.2(b)(iii) of the Group Companies has entered into any Off Balance Sheet ArrangementsDisclosure Schedule. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debt. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) Attached hereto Seller has delivered to Buyer (i) the unaudited balance sheets and income statements for the Company for the fiscal years ended December 29, 2012 and December 31, 2011, and (ii) the interim balance sheet and income statements for the Company for the period of nine months ended September 28, 2013 (the “Interim Financial Statements”), copies of each of which are attached as Schedule 3.4 are true and complete copies of 2.4(a)(i) (the following financial statements referred to in clause (such financial statements, i) and clause (ii) are referred to herein as the “Financial Statements”): (i) the unaudited combined consolidated ). The balance sheet of the Group Companies (including the St. Augustine Land) as of December 31, 2008 and the related unaudited combined consolidated statements of income and cash flows for the fiscal year ended December 31, 2008 (the “2008 Unaudited Financial Statements”); and (ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) Company dated as of September 3028, 2009 (2013 included in the Financial Statements is referred to herein as the “Latest Current Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the nine month period ending on such date (the “September 30 Unaudited .” The Financial Statements”). (b) Except as set forth on Schedule 3.4, each Financial Statement (x) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, from the books and records of the Group Companies (including the St. Augustine Land), except as may be indicated in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amount, and (y) Statements fairly presentspresent, in all material respects, the consolidated financial position of the Group Companies as Company at each of the balance sheet dates thereof, their and the results of operations and cash flows for the periods then ended (covered thereby, except as otherwise noted therein subject, in the case of the September 30 Unaudited Financial Statements, to the absence of footnotes footnote disclosure and subject also, in the case of the Interim Financial Statements, to normal year-end adjustments which are immaterial in amount). (c) Each of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial adjustments, and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only have been prepared in accordance with management’s authorization; GAAP. The books and (iv) the reporting records of the Group Companies’ assets is compared with existing assets at regular intervals. None Company fairly reflect in all material respects all of the Group Companies has received or otherwise had or obtained knowledge of any material complaintCompany’s transactions, allegationproperties, assertion or claimassets, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except as set forth on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet Arrangements. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debtliabilities. Except as set forth on Schedule 3.4(f2.4(a)(iii), there are no Group Company, on material special or non-recurring items of income or expense during the one hand, nor, to periods covered by the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncuredFinancial Statements except as disclosed, and no uncured event has occurred which with the balance sheets included in the Financial Statements do not reflect any material write up or without revaluation increasing the lapse book value of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debtassets. (gb) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available trueno liability or obligation other than (i) liabilities or obligations shown or reserved for on the Current Balance Sheet, correct and complete copies (ii) liabilities or obligations incurred in the ordinary course of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments business consistent with past practice since the date of principalthe Current Balance Sheet which, interest and any other sums that individually or in the aggregate, are due and payable undernot material, (iii) liabilities or obligations incurred in the ordinary course of business, consistent with respect past practices prior to the Floating Rate Debt. No Group Companydate of the Current Balance Sheet which, in accordance with GAAP consistently applied, were not required to be recorded on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate DebtCurrent Balance Sheet, and no event has occurred which are not material, individually or in the aggregate, (iv) liabilities or obligations taken into account in calculating Net Working Capital or Indebtedness, (v) liabilities or obligations incurred in connection with this Agreement and the transactions contemplated hereby and (vi) other liabilities or without obligations which would not be material, individually or in the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debtaggregate. (hc) At Except for any indebtedness that will be paid and discharged in full on the ClosingClosing Date, the Group Companies will have possession Company has no Indebtedness for borrowed money as of the date hereof. (d) The Company maintains in all booksmaterial respects an adequate system of internal controls and procedures of the accounting practices, records procedures and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that policies employed by the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure SchedulesCompany.

Financial Statements; Indebtedness. (a) Attached hereto as Section 3.04(a) of the Disclosure Schedule 3.4 are true sets forth true, correct and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the unaudited combined audited consolidated balance sheet sheets of the Company Group Companies (including the St. Augustine Land) as of December 31, 2008 2020 and 2021 and the related unaudited combined audited consolidated statements of income operations, changes in members’ equity and cash flows for the fiscal year ended December 3112-month periods then ended, 2008 (the “2008 Unaudited Financial Statements”); and (ii) the unaudited combined financial statements consisting of the consolidated unaudited balance sheet of the Company Group Companies (including the St. Augustine Land) as of September 30February 28, 2009 2022 (the “Latest Interim Company Balance Sheet”) and the related consolidated unaudited combined consolidated statements of income operations, changes in members’ equity and cash flows for the nine two-month period ending on such date ended February 28, 2022 (the “September 30 Unaudited Interim Company Financial Statements”) ((i) and (ii), collectively, the “Company Financial Statements”). , and (biii) pro forma combined financial statements inclusive of the audited successor period comprised of the period beginning March 23, 2021 and ending December 31, 2021 previously audited (referenced in clause (i) above) and the Interim Company Financial Statements (referenced in clause (ii) above) with notations for any significant differences in presentation, inclusive of a listing of the types of normal year-end adjustments that are excluded. Except as set forth on Schedule 3.4, each Financial Statement (xin Section 3.04(a) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, from the books and records of the Group Companies (including Disclosure Schedule, the St. Augustine Land), except as may be indicated in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amount, and (y) Company Financial Statements fairly presentspresent, in all material respects, the consolidated financial position of the Company Group Companies as of December 31, 2020 and 2021 and February 28, 2022 and the dates thereof, their consolidated results of operations and cash flows of the Company Group on a consolidated basis for the periods then ended (subject, in covered by the case of the September 30 Unaudited Company Financial Statements, to in accordance with Accounting Principles Consistently Applied except that (x) the absence of footnotes Interim Company Financial Statements exclude footnote disclosures required by GAAP and to (y) the Interim Company Financial Statements exclude certain normal year-end adjustments which are immaterial adjustments. (b) The Company Group has no material Liabilities of the type required to be reflected on a balance sheet prepared in amount)accordance with GAAP, except for Liabilities (i) reflected or reserved against in the Company Financial Statements or (ii) incurred in the ordinary course of business since the date of the Interim Company Balance Sheet. (c) Each Except as set forth in Section 3.04(c) of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded Disclosure Schedule, as necessary to permit preparation of the financial and statutory statements Closing Date, no member of the Company Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolvedIndebtedness. (d) Except as set forth on Schedule 3.4(d)To the Seller’s Knowledge, none (i) each of the members of the Company Group Companies has entered into any Off Balance Sheet Arrangementsmaintains accurate books and records reflecting its assets and liabilities and (ii) there are no material weaknesses or significant deficiencies in the internal accounting controls of the Company Group. (e) Except The Company Group members owned or held (as opposed to the Seller) all of the assets set forth on Schedule 3.4(e), Schedule 3.4(fin the Company Financial Statements (other than portions of Cash and Cash equivalents) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after during the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group time periods covered by the Company is a party or beneficiaryFinancial Statements. (f) Section 3.04(f) of the Disclosure Schedule 3.4(f) sets forth a true the unpaid principal balance of the Credit Agreement Indebtedness, and complete list the accrued but unpaid interest and fees thereon, as of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b))12:01 am Central Prevailing Time on April 1, 2022. The Company has made available true, correct and complete copies principal balance of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments the Credit Agreement Indebtedness as of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debt. Except Signing Date is the same amount as the principal balance set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge in Section 3.04(f) of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate DebtDisclosure Schedule. (g) Schedule 3.4(gTo the Seller’s Knowledge, as of the Signing Date, no information nor reason currently exists (or any conditions that may not currently exist but may be reasonably expected to occur during the relevant subsequent event review period) sets forth a true and complete list that would reasonably be expected to cause the PCAOB-Registered Firm which audited the financial statements referenced in clause (a)(i) of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies definition of documents evidencing each Floating Rate Debt Required Information to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, be either unable or with respect unwilling to consent to the Floating Rate Debt. No Group Companyinclusion of their auditor’s report(s) in any and all future SEC filings of Purchaser or its Affiliates who are also Registrant(s) where such consents may be warranted, on the one handincluding by incorporation by reference into such filings, nor, pursuant to the knowledge PCAOB-Registered Firm’s client continuance, independence or other relevant policies for issuing consents, in the event that such existing information or reasonably expected conditions do occur which then become known to the PCAOB-Registered Firm as a result of the Company, any other party on the other hand, is in breach, default or an its subsequent event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper post-report review procedures or electronic form) pertaining by other means which may be performed subsequent to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure SchedulesSigning Date.

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 5.11(a) are true and complete copies of the following financial statements of Seller: (such financial statementsa) audited Balance Sheets at December 31, 2003, 2002 and 2001 and audited Statements of Operations and Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001 (including consolidating schedules containing corresponding Statements of Assets and Liabilities and Statements of Revenue and Expenses of the School in the form appropriate for filing with the DOE) and (b) an unaudited Balance Sheet at March 31, 2004 and an unaudited Statement of Operations and Statement of Cash Flows for the three month period ended March 31, 2004 (collectively, the “Financial Statements”): (i) the unaudited combined consolidated balance sheet ). The basis of presentation of the Group Companies (including Financial Statements of the St. Augustine Land) as of December 31, 2008 Seller and the related unaudited combined consolidated statements of income and cash flows for School is disclosed on Schedule 5.11(b) attached hereto or in the fiscal year ended December 31, 2008 (the “2008 Unaudited Financial Statements”); and (ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September 30, 2009 (the “Latest Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the nine month period ending on such date (the “September 30 Unaudited Financial Statements”). (b) notes thereto. Except as set forth disclosed on Schedule 3.45.11(b), each the balance sheets included in the Financial Statement (x) has been prepared Statements present fairly in accordance with GAAP applied on the assets and liabilities of Seller and the School as of the respective dates thereof, and the related statements of revenue and expenses present fairly in accordance with GAAP the results of operations of Seller and the School for the respective periods covered thereby. The Financial Statements (i) have been prepared based upon the books and records of Seller in a manner consistent basis throughout with Seller’s standard accounting practices, consistently applied, and (ii) fairly present the financial position of Seller as of the dates of such Financial Statements and the results of operations for the periods covered therebyby such Financial Statements. Except as disclosed on Schedule 5.11(b), from Seller has maintained the books and records of the Group Companies (including Seller and the St. Augustine LandSchool in accordance with applicable laws, rules and regulations and with GAAP and GAGAS, and such books and records are, and during the periods covered by the Financial Statements were, materially correct and complete, fairly reflecting the income, expenses, assets and liabilities of the Seller and the School Except as provided in Schedule 5.11(c), except as may be indicated Seller is not required to provide any letters of credit, guarantees or other financial security arrangements in connection with any transactions, approvals or licenses in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amount, and (y) fairly presents, in all material respects, the consolidated financial position ordinary course of the Group Companies School’s business. As of the date hereof and as of the dates thereofClosing Date, their results Seller has no indebtedness, liabilities or obligations of operations and cash flows for the periods then ended any nature, whether absolute, accrued, contingent or otherwise, other than: (subject, a) those set forth or reserved against in the case balance sheet of the September 30 Unaudited Financial StatementsSeller as of March 31, 2004, to the absence extent set forth, reserved against or disclosed; (b) those incurred since March 31, 2004 in the ordinary course of footnotes business of the School and to year-end adjustments consistent in nature with past practice, and which are immaterial in amount).the aggregate do not decrease the Tangible Net Equity by more than $20,000; and (c) Each those described in the Schedules attached hereto. There exists no condition relating to the School, whether absolute, accrued, contingent or otherwise, which could have an adverse effect on the properties, business, Purchased Assets, results of operations or condition (financial or otherwise) of the Group Companies maintains internal accounting controls School or which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation would prevent the operations of the financial and statutory statements of School from being carried on in the Group Companies and to maintain accountability for future in substantially the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except same manner as set forth on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet Arrangements. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that they are due and payable under, or with respect to the Fixed Rate Debtpresently being conducted. Except as set forth on Schedule 3.4(f)5.11(d) attached hereto, there are no Group Company, on the one hand, nor, long-term fixed or contractual liabilities relating to the knowledge operation of the Company, any other party on School which are required to be assumed by Buyer in order to continue to operate the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debt. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the ClosingSchool as presently operated by Seller, the Group Companies will have possession annual expense of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed which are not reflected in the Company Disclosure SchedulesFinancial Statements.

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 -------- 5.11(a) are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the unaudited combined consolidated balance sheet of the Group Companies Company: (including the St. Augustine Landa) as of audited ------- Balance Sheets at December 31, 2008 1999, 1998 and the related unaudited combined consolidated statements 1997 and audited Statements of income Operations and cash flows Statements of Cash Flows for the fiscal year years ended December 31, 2008 1999, 1998 and 1997 (the “2008 Unaudited Financial Statements”); and (ii) the unaudited combined consolidated balance sheet including consolidating schedules containing corresponding Statements of Assets and Liabilities and Statements of Revenue and Expenses of the Group Companies Schools in the form appropriate for filing with the DOE), and (including the St. Augustine Landb) as of an unaudited Balance Sheet at September 30, 2009 (the “Latest Balance Sheet”) 2000 and the related an unaudited combined consolidated statements Statement of income Operations and cash flows Statement of Cash Flows for the nine month period ending on such date months ended September 30, 2000 (collectively, the “September 30 Unaudited "Financial Statements”"). (b) . The basis of presentation of the Financial Statements of the Company is disclosed in the notes thereto. Except as set forth disclosed on Schedule 3.45.11(b), each the balance sheets included in the ---------------- Financial Statement (x) has been prepared Statements present fairly in accordance with GAAP applied on a consistent basis throughout the assets and liabilities of the Company as of the respective dates thereof, and the related statements of revenue and expenses present fairly in accordance with GAAP the results of operations of the Company for the respective periods covered thereby, from . The Financial Statements (i) have been prepared based upon the books and records of the Group Companies (including Company in a manner consistent with the St. Augustine Land)Company's standard internal accounting practices, except as may be indicated in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amountconsistently applied, and (yii) fairly presents, in all material respects, present the consolidated financial position of the Group Companies Company as of the dates thereof, their of such Financial Statements and the results of operations and cash flows for the periods then ended (subjectcovered by such Financial Statements. Except as disclosed on Schedule 5.11(b), the Company has maintained ---------------- the books and records of the Company and the Schools in accordance with applicable laws, rules and regulations and with GAAP and GAGAS, and such books and records are, and during the periods covered by the Financial Statements were, materially correct and complete, fairly reflecting the income, expenses, assets and liabilities of the Company and the Schools. On the date hereof, the Company has no liabilities required to be set forth in a balance sheet prepared in accordance with GAAP and GAGAS that were not included in the case latest balance sheet for such entity included in the Financial Statements. Except as provided in Schedule 5.11(c), neither the Company nor MMC is required to provide any ---------------- letters of credit, guarantees or other financial security arrangements in connection with any transactions, approvals or licenses in the ordinary course of the Schools' business. As of the date hereof, the Company has no indebtedness, liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, other than: (1) those set forth or reserved against in the balance sheet of the Company as of September 30 Unaudited Financial Statements30, 2000, to the absence of footnotes and to year-end adjustments which are immaterial in amount).extent set forth, reserved against or disclosed; (c2) Each those incurred since September 30, 2000 in the ordinary course of business of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed Schools and consistent in nature with management’s authorizationpast practice, and in an individual amount of not more than $20,000.00; (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved.and (d3) Except as set forth those described in the Schedules attached hereto (including specifically those disclosed on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet Arrangements. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b5.11(d)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect There exists no condition relating to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f)Schools, no Group Companywhether absolute, accrued, contingent or otherwise, which is reasonably expected to have an adverse effect on the one handproperties, norbusiness, to the knowledge assets, results of operations or condition (financial or otherwise) of the CompanySchools or which would prevent the operations of the Schools from being carried on in the future in substantially the same manner as they are presently being conducted. Also attached hereto as part of Schedule 5.11(a) are the unaudited balance sheets and income statement of MMC for the fiscal years ending on December 31, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured1998 and 1999, and no uncured event has occurred which with or without for the lapse of time or period ending on October 31, 2000 (collectively the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debt. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)"MMC Financial Statements"). The Company has made available trueMMC Financial Statements are internally generated tax basis statements, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIThave not been compiled or reviewed by outside auditors or accountants. The Group Companies MMC Financial Statements have made all payments been prepared based upon the books and records of principalMMC in a manner consistent with MMC's standard internal accounting practices, interest consistently applied, and any other sums that are due and payable under, or with respect to fairly present the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge financial position of MMC as of the Company, any other party on dates of such MMC Financial Statements and the other hand, is in breach, default or an event results of default under any Floating Rate Debt, and no event has occurred which with or without operations for the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debtperiods covered by such MMC Financial Statements. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) Attached hereto Except as Schedule 3.4 are true and complete copies disclosed in Section 3.10(a) of the following Disclosure Schedules, the financial statements (such financial statements, and supporting schedules included in the “Financial Statements”): (i) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of December 31, 2008 and the related unaudited combined consolidated statements of income and cash flows Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (2003, and in the “2008 Unaudited Financial Statements”); and (ii) Company's Quarterly Report on Form 10-Q for the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of quarter ended September 30, 2009 (2004 and in any Registration Statements or other SEC Reports, in each case filed with the “Latest Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the nine month period ending on such date (the “September 30 Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.4SEC, each Financial Statement (x) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, from the books and records of the Group Companies (including the St. Augustine Land), except as may be indicated in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amount, and (y) fairly presentspresent fairly, in all material respects, the consolidated financial position of the Group Companies Company and its Subsidiaries as of the dates thereof, their specified and the consolidated results of their operations and cash flows for the periods then ended (subjectspecified, in each case, in conformity with GAAP applied on a consistent basis during the case of periods involved, except as indicated therein or in the September 30 Unaudited Financial Statements, to the absence of footnotes and to year-end adjustments which are immaterial in amount)notes thereto. (cb) Each Except for intercompany Indebtedness or Indebtedness disclosed in Section 3.10(b) of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded Disclosure Schedules and in the Company's Annual Report on Form 10-K for the year ended December 31, 2003, and in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, the Company and its Subsidiaries have no Indebtedness outstanding at the date hereof, and, other than as necessary to permit preparation disclosed in the SEC Reports, since the date of the financial and statutory statements of balance sheet included in the Group Companies and to maintain accountability Company's Quarterly Report on Form 10-Q for the Group Companies’ consolidated assets; (iii) access to quarter ended September 30, 2004, the Group Companies’ assets is permitted only Company and its Subsidiaries have incurred no liabilities or obligations, whether known or unknown, asserted or unasserted, fixed or contingent, accrued or unaccrued, matured or unmatured, liquidated or unliquidated, or otherwise, except for liabilities or obligations that, individually or in accordance with management’s authorization; the aggregate, do not or would not have a Material Adverse Effect and (iv) other than liabilities and obligations arising in the reporting ordinary course of the Group Companies’ assets is compared with existing assets at regular intervalsbusiness. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged Company and its Subsidiaries is in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except as set forth on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet Arrangements. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or default with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default outstanding Indebtedness or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debt. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debtinstrument relating thereto, and no event has occurred which with occurred, or without the lapse facts and circumstances exist, which, after passage of time or the giving of notice or opportunity to cure time, would constitute result in such a breach, default or event of default under any Floating Rate Debtdefault. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 3.08(a) are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”):: (i) the unaudited combined consolidated audited balance sheet sheets of the Group Companies (including the St. Augustine Land) Company as of December May 31, 2008 2014 (“Latest Balance Sheet”), and the related unaudited combined consolidated audited statements of income operations and cash flows for the fiscal year then ended December 31(collectively, 2008 (the “2008 Unaudited Fiscal 2014 Financial Statements”); and (ii) the consolidated unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) Company as of September June 30, 2009 2015 (the “Latest Interim Balance Sheet”) ), and the related unaudited combined consolidated statements of income operations and cash flows for the nine one fiscal month period ending on such date then ended (collectively, the “September 30 Unaudited Interim Financial Statements” and, together with the Fiscal 2014 Financial Statements, the “Financial Statements”). (b) Except as set forth on Schedule 3.4, each The Fiscal 2014 Financial Statement (x) has Statements have been prepared in accordance with GAAP applied on a consistent basis throughout consistently during the periods covered thereby, from the books and records of the Group Companies (including the St. Augustine Land), except as may be indicated in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amount, and (y) present fairly presents, in all material respects, respects the consolidated financial position condition of the Group Companies as of Company at the dates thereof, their of said statements and the results of its consolidated operations and cash flows for the periods then ended (subjectcovered thereby. The Interim Financial 42185384v.30 Statements have been prepared in accordance with GAAP applied consistently during the period covered thereby, and present fairly in all material respects the case consolidated financial condition of the September 30 Unaudited Financial StatementsCompany at the date of such statements and the results of its consolidated operations and cash flows for the period covered thereby, except that they do not contain the materials and disclosures to the absence of footnotes and be found in notes to financial statements prepared in accordance with GAAP, nor do they reflect year-end adjustments which are immaterial in amount)adjustments. (c) Each of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except as set forth on Schedule 3.4(d3.08(c) neither the Company nor any Seller Entity has any Liabilities, except for (i) the Liabilities (in nature and amount) reflected or reserved against on the Latest Balance Sheet (including any notes thereto); (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Latest Balance Sheet, none of which are, individually or in the Group Companies has entered into any Off Balance Sheet Arrangementsaggregate, material in amount; (iii) Transaction Costs; and (iv) Liabilities arising in the ordinary course of business under Contracts (other than arising out of a breach or a default). (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (fd) Schedule 3.4(f3.08(d) sets forth a true and complete list of all Funded the individual items constituting the Indebtedness which has a fixed interest rate (of the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after Company and each Seller Entity as of the date hereof in compliance with Section 6.1(b(indicating the amount and the Person to whom such amount is owed)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debt. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) Attached True and complete copies of (i) the unaudited balance sheet of the Company as at April 30, 2023, and the related unaudited statements of income of the Company for the year ended April 30, 2023, together with all related notes and schedules thereto (collectively referred to as the “Financial Statements”) and (ii) the unaudited balance sheet of the Company as at October 31, 2023 (the “Interim Balance Sheet”), and the related unaudited statements of income of the Company for the six-month period ended October 31, 2023, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.4 are 3.5(a) of the Company Disclosure Schedules. The Company owns and is in possession of originals or true and complete copies of all of the following financial statements (such financial statementsmaterial books, records and documentation underlying the “Financial Statements and the Interim Financial Statements”): . Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the unaudited combined consolidated balance sheet books and records of the Group Companies (including the St. Augustine Land) as of December 31, 2008 and the related unaudited combined consolidated statements of income and cash flows for the fiscal year ended December 31, 2008 (the “2008 Unaudited Financial Statements”)Company; and (ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September 30, 2009 (the “Latest Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the nine month period ending on such date (the “September 30 Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.4, each Financial Statement (x) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, from the books and records of the Group Companies indicated (including the St. Augustine Land), except as may be indicated in the notes thereto and except for and, in the absence case of footnotes and the Interim Financial Statements, subject to normal year-end adjustments (which are immaterial adjustments will not be, individually or in amountthe aggregate, material) and the absence of footnote disclosures); and (yiii) fairly presentspresent, in all material respects, the consolidated financial position of the Group Companies as of the dates thereofposition, their results of operations and cash flows of the Business as at the respective dates thereof and for the respective periods then ended indicated therein, except (subjecti) as otherwise noted therein and (ii) subject to (1) the fact that the Business was not operated on a stand-alone basis during such periods and stand-alone financial data has not been historically prepared for the Business, and (2) the fact that the Financial Statements and the Interim Financial Statements (including the allocations and estimations made by the management of Company Parent in preparing such Financial Statements) (A) are not necessarily indicative of the financial position and results of operations of the Business that would have resulted if the Business had been operated on a stand-alone basis during such periods and (B) may not be indicative of what the financial position and results of operations of the Business will be in the case of the September 30 Unaudited Financial Statements, to the absence of footnotes and to year-end adjustments which are immaterial in amount)future. (b) The Company does not have any liabilities of a nature (whether or not accrued, absolute, contingent, matured, unmatured, determined, determinable or otherwise) required to be recorded, reserved against or reflected on a balance sheet under GAAP (or the notes thereto), except for liabilities and obligations (a) reflected or reserved against in the Interim Balance Sheet (or the notes thereto), (b) incurred in the ordinary course of business since the date of the Interim Balance Sheet, (c) Each of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access have been discharged or paid in full prior to the Group Companies’ assets is permitted only date of this Agreement in accordance with management’s authorization; the ordinary course of business, and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except as set forth on Schedule 3.4(d)that would not, none of individually or in the Group Companies has entered into any Off Balance Sheet Arrangements. (e) Except as set forth on Schedule 3.4(e)aggregate, Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth reasonably be expected to have a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b))Material Adverse Effect. The Company has made available truedoes not have any indebtedness for borrowed money, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debtincluding intercompany indebtedness for borrowed money. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 3.08(a) are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”):: (i) the unaudited combined consolidated audited balance sheet sheets of the Group Companies (including the St. Augustine Land) Company as of December May 31, 2008 2014 (“Latest Balance Sheet”), and the related unaudited combined consolidated audited statements of income operations and cash flows for the fiscal year then ended December 31(collectively, 2008 (the “2008 Unaudited Fiscal 2014 Financial Statements”); and (ii) the consolidated unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) Company as of September June 30, 2009 2015 (the “Latest Interim Balance Sheet”) ), and the related unaudited combined consolidated statements of income operations and cash flows for the nine one fiscal month period ending on such date then ended (collectively, the “September 30 Unaudited Interim Financial Statements” and, together with the Fiscal 2014 Financial Statements, the “Financial Statements”). (b) Except as set forth on Schedule 3.4, each The Fiscal 2014 Financial Statement (x) has Statements have been prepared in accordance with GAAP applied on a consistent basis throughout consistently during the periods covered thereby, from the books and records of the Group Companies (including the St. Augustine Land), except as may be indicated in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amount, and (y) present fairly presents, in all material respects, respects the consolidated financial position condition of the Group Companies as of Company at the dates thereof, their of said statements and the results of its consolidated operations and cash flows for the periods then ended (subjectcovered thereby. The Interim Financial Statements have been prepared in accordance with GAAP applied consistently during the period covered thereby, and present fairly in all material respects the case consolidated financial condition of the September 30 Unaudited Financial StatementsCompany at the date of such statements and the results of its consolidated operations and cash flows for the period covered thereby, except that they do not contain the materials and disclosures to the absence of footnotes and be found in notes to financial statements prepared in accordance with GAAP, nor do they reflect year-end adjustments which are immaterial in amount)adjustments. (c) Each of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except as set forth on Schedule 3.4(d3.08(c) neither the Company nor any Seller Entity has any Liabilities, except for (i) the Liabilities (in nature and amount) reflected or reserved against on the Latest Balance Sheet (including any notes thereto); (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Latest Balance Sheet, none of which are, individually or in the Group Companies has entered into any Off Balance Sheet Arrangementsaggregate, material in amount; (iii) Transaction Costs; and (iv) Liabilities arising in the ordinary course of business under Contracts (other than arising out of a breach or a default). (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (fd) Schedule 3.4(f3.08(d) sets forth a true and complete list of all Funded the individual items constituting the Indebtedness which has a fixed interest rate (of the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after Company and each Seller Entity as of the date hereof in compliance with Section 6.1(b(indicating the amount and the Person to whom such amount is owed)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debt. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the unaudited combined The consolidated balance sheet of the Group Companies (including the St. Augustine Land) MHG as of December 31November 30, 2008 1995, and the related unaudited combined consolidated statements of income and retained earnings and consolidated statements of cash flows for the fiscal year ended December 31, 2008 (the “2008 Unaudited Financial Statements”); and (ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September on November 30, 2009 (1995, reported upon by Granx Xxxxxxxx XXX, independent public accountants, copies of which have been furnished to the “Latest Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the nine month period ending on such date (the “September 30 Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.4Lender, each Financial Statement (x) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, from the books and records of the Group Companies (including the St. Augustine Land), except as may be indicated are complete and correct in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amountall material respects, and (y) fully and fairly presentspresent the financial condition of MHG as at such date and the results of operations of MHG for the period covered thereby; (ii) the consolidated balance sheet of MHG as of September 30, 1996 and the related consolidated statements of income and retained earnings and consolidated statements of cash flows for the ten months ended September 30, 1996, copies of which have been furnished to the Lender, (x) have been prepared in accordance with GAAP and are complete and correct in all material respects, (y) fully and fairly present the consolidated financial position condition of MHG at such date and the Group Companies as of the dates thereof, their results of operations and cash flows of MHG for the periods then ended period covered thereby, and (subjectz) since September 30, 1996, there has been no material adverse change in the case of the September 30 Unaudited Financial Statements, to the absence of footnotes and to year-end adjustments which are immaterial in amount).such condition or operations; (c) Each of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access since September 30, 1996 MHG has incurred no material Indebtedness of any nature which remains unpaid, including, but without limitation, liabilities for taxes and any interest or penalties relating thereto, except to the Group Companies’ assets is permitted only in accordance with management’s authorizationextent listed on Schedule 4.2(c) hereof; and (iv) MHG does not know of any basis for the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge assertion against MHG of any material complaint, allegation, assertion claim or claim, whether written or oral, regarding liability of any nature not fully reflected and reserved against in the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of financial statements referred to in the Group Companies has engaged in illegal accounting or auditing practices, in each case which preceding paragraph. MHG owns no material complaint, allegation, assertion or claim remains unresolved. (d) Except as set forth on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet Arrangements. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (assets except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)Meritage Note, the Meritage Pledge Agreement, and the common stock of its Subsidiaries. Schedule 3.4(e) sets forth a list of all capitalized leasesThe Subsidiaries have good and marketable title to the Hotel Properties, letters of credit the Assets to be Sold and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true the Collateral, free, clear and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (unencumbered except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate DebtPermitted Liens. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) 4.7.1 Attached hereto as Schedule 3.4 Section 4.7.1 of the Schedules are true and complete copies of the following financial statements of the Company and its Subsidiaries (such financial statements, collectively the “Financial Statements”): ): (i) the unaudited combined audited consolidated balance sheet sheets and statements of the Group Companies (including the St. Augustine Land) income, changes in partners’ equity, and statements of cash flow as of December 31, 2008 and the related unaudited combined consolidated statements of income and cash flows for the fiscal calendar year ended December 31, 2008 2008; (ii) audited consolidated balance sheets and statements of income, changes in partners’ equity, and statements of cash flow (the “2008 Unaudited Most Recent Audited Financial Statements”); and (ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September 30and for the calendar year ended December 31, 2009 (the “Latest Balance SheetMost Recent Fiscal Year End”), and (iii) unaudited consolidated balance sheets as of the fiscal month ended October 30, 2010 and the related unaudited combined consolidated statements of income and statements of cash flows flow for the nine ten (10) month period ending on such date ended October 30, 2010 (the “September 30 Unaudited Most Recent Financial Statements”). ) for the Company and its Subsidiaries. The Financial Statements (bincluding the notes thereto, where applicable) Except as set forth on Schedule 3.4, each Financial Statement (x) has have been prepared in accordance with GAAP applied in a manner consistent with the Company’s past practice and on a consistent basis throughout the periods covered thereby, from thereby and present fairly in all material respects the books financial condition of Company and records its Subsidiaries as of such dates and the results of operations of the Group Companies (including Company and its Subsidiaries for such periods in accordance with GAAP; provided, however, that the St. Augustine Land)Most Recent Financial Statements lack footnotes, except as may be indicated in the notes thereto and except for the absence of footnotes and subject to normal year-end reclassifications, adjustments and other presentation items, which in the aggregate are immaterial not material in amount, and (y) fairly presents, . Other than as set forth in all material respectsSection 4.8, the consolidated Company makes no other representations with regard to the Financial Statements. Other than as set forth in this Section 4.7, the Company and its Subsidiaries make no representations with regard to the financial position information of the Group Companies as of the dates thereofCompany or its Subsidiaries (including any estimates, their results of operations and cash flows for the periods then ended (subjectprojections, in the case of the September 30 Unaudited Financial Statements, to the absence of footnotes and to year-end adjustments which are immaterial in amountplans or budgets). (c) Each of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except as set forth on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet Arrangements. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). 4.7.2 The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate DebtIndebtedness. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 2.11(a) are true (a) the audited balance sheets, and complete copies statements of income, changes in net assets and cash flows of NHRMC with respect to the operation of the following financial Healthcare Businesses as of September 30, 2018 and September 30, 2019, and for the years ended September 30, 2018 and September 30, 2019, and (b) the unaudited balance sheet (the “Interim Balance Sheet”) and statements of income, changes in net assets and cash flows of NHRMC with respect to the operation of the Healthcare Businesses as of June 30, 2020 (such financial statementsthe “Interim Balance Sheet Date”) and for the nine months then ended (collectively, the “Financial Statements”): (i) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of December 31). The Financial Statements are true, 2008 correct and the related unaudited combined consolidated statements of income and cash flows for the fiscal year ended December 31complete, 2008 (the “2008 Unaudited Financial Statements”); and (ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September 30, 2009 (the “Latest Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the nine month period ending on such date (the “September 30 Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.4, each Financial Statement (x) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, are derived from the books and records of Sellers and fairly and accurately present the Group Companies (including financial condition and results of operations, changes in net assets and cash flows, as applicable, of Sellers with respect to the St. Augustine Land), except as may be indicated in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amount, and (y) fairly presents, in all material respects, the consolidated financial position operation of the Group Companies Healthcare Businesses as of the dates thereof, their results of operations and cash flows for the periods then ended (subjectended, in each case in conformity with GAAP consistently applied during such periods, except, in the case of the September 30 Unaudited unaudited Financial Statements, to that the absence of Financial Statements (i) do not contain footnotes and (ii) are subject to normal year-end adjustments and reclassifications, the effect of which is not material, individually or in the aggregate. There are immaterial no Liabilities, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, of Sellers of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such Liabilities (x) reflected or reserved against on the Financial Statements or the notes thereto, (y) incurred since the date of the Interim Balance Sheet in the ordinary course of business of Sellers, none of which, individually or in the aggregate, is material in amount), or (z) those that would not be Assumed Obligations. (cb) Each of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except as set forth on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet Arrangements. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e2.11(b) sets forth a list all Indebtedness of all capitalized leasesSellers. For each item of Indebtedness of Sellers, letters Schedule 2.11(b) correctly sets forth, as of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof hereof, the debtor or borrower, creditor or lender, outstanding principal amount and accrued but unpaid interest, maturity date, the collateral, if any, securing the Indebtedness (in compliance with Section 6.1(breasonable detail)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any prepayment, make-whole, breakage or other sums that are due and payable underpremiums, payments, fees, costs or penalties required to be paid (in reasonable detail) to fully discharge such Indebtedness in connection with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge consummation of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate DebtTransactions. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) Attached hereto as Section 3.04(a) of the Disclosure Schedule 3.4 are true sets forth true, correct and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the unaudited combined annual audited consolidated balance sheet sheets of the Group Companies (including the St. Augustine Land) Company as of December 31, 2008 2022 and December 31, 2023 and the related unaudited combined audited consolidated statements of income income, changes in member’s equity and cash flows for the fiscal year 12-month periods ended December 31, 2008 2022 and December 31, 2023 (the “2008 Unaudited Audited Financial Statements”); and ) and (ii) the unaudited combined financial statements consisting of the consolidated unaudited balance sheet of the Group Companies (including the St. Augustine Land) Company as of September 30February 29, 2009 2024 (the “Latest Interim Company Balance Sheet”) and the related consolidated unaudited combined consolidated statements of income income, changes in member’s equity and cash flows for the nine two month period ending on such date ended February 29, 2024 (together with the Interim Company Balance Sheet, the “September 30 Unaudited Interim Financial Statements,” and together with the Audited Financial Statements, the “Company Financial Statements”). (b) Except as set forth on Schedule 3.4, each . The Company Financial Statement (x) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, from the books and records of the Group Companies (including the St. Augustine Land), except as may be indicated in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amount, and (y) Statements fairly presentspresent, in all material respects, the consolidated financial position of the Company Group Companies as of December 31, 2022, December 31, 2023 and February 29, 2024 and the dates thereof, their consolidated results of operations and cash flows of the Company Group on a consolidated basis for the periods then ended (covered by the Company Financial Statements, in accordance with GAAP and without modification of the accounting principles used in the preparation thereof throughout the periods presented, subject, however, in the case of the September 30 Unaudited Interim Financial Statements, to normal and recurring quarter-end adjustments and accruals and year-end audit adjustments and accruals and to the absence of footnotes notes and other textual disclosure required by GAAP (which adjustments, accruals, notes and other textual disclosures, if presented, would not differ materially from those presented in the Audited Financial Statements) covered thereby. (b) The Company Group has no Liabilities, except for Liabilities (i) adequately reflected or reserved against in the Company Financial Statements in accordance with GAAP and without modification of the accounting principles used in the preparation thereof throughout the periods presented therein, (ii) incurred in the ordinary course of business since the date of the Interim Company Balance Sheet (none of which relates to year-end adjustments which are immaterial any breach of Contract, breach of warranty, Indebtedness, tort, infringement of any rights of third parties or violation of or liability under any Law or any Action), (iii) Liabilities disclosed in amount)the Disclosure Schedule, or (iv) that individually or in the aggregate, would not reasonably be expected to, be material to the Company Group, taken as a whole. (c) Each As of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation Effective Time, the aggregate Indebtedness and cash of the financial and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaintCompany Group, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except was as set forth on Schedule 3.4(d), none in Section 3.04(c) of the Group Companies has entered into any Off Balance Sheet ArrangementsDisclosure Schedule. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debt. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 5.10(a) are true and complete copies of the following financial statements of Sellers: (such financial statements, the “Financial Statements”): (ia) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of compiled Balance Sheets for LTU at December 31, 2008 2001, 2000 and the related unaudited combined consolidated statements 1999 and compiled Statements of income Revenue and cash flows Expenses and Statements of Cash Flows for LTU for the fiscal year years ended December 31, 2008 2001, 2000 and 1999, together with the related notes thereto, (b) internally prepared Balance Sheets for LTUX at March 31, 2002, 2001 and 2000 and internally prepared Income Statements for LTUX for the “2008 Unaudited Financial Statements”); and years ended March 31, 2002, 2001 and 2000 (iic) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of an internally prepared Balance Sheet for LTU at September 30, 2009 (the “Latest Balance Sheet”) 2002 and the related unaudited combined consolidated statements internally prepared Statement of income Revenue and cash flows Expenses and Statement of Cash Flows for LTU for the nine month period ending months ended September 30, 2002, and (d) an internally-prepared Balance Sheet for LTUX at September 30, 2002 and an internally prepared Income Statement for LTUX for the nine months ended September 30, 2002 (collectively, the "FINANCIAL STATEMENTS"). The basis of presentation of the Financial Statements is disclosed on such date (Schedule 5.10(b) attached hereto or in the “September 30 Unaudited Financial Statements”). (b) notes thereto. Except as set forth disclosed on Schedule 3.45.10(b), each the balance sheets included in the Financial Statement (x) has been prepared Statements present fairly in accordance with GAAP applied on the consolidated assets and liabilities of Sellers as of the respective dates thereof, and the related statements of revenue and expenses present fairly in accordance with GAAP the consolidated results of operations of Sellers for the respective periods covered thereby. The Financial Statements (i) have been prepared based upon the books and records of Sellers in a manner consistent basis throughout with Sellers' standard internal accounting practices, consistently applied, and (ii) fairly present the consolidated financial position of Sellers as of the dates of such Financial Statements and the consolidated results of operations of Sellers for the periods covered therebyby such Financial Statements. Except as disclosed on Schedule 5.10(b), from Sellers have maintained the books and records of the Group Companies (including the St. Augustine Land), except as may be indicated in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amount, and (y) fairly presents, in all material respects, the consolidated financial position of the Group Companies as of the dates thereof, their results of operations and cash flows for the periods then ended (subject, in the case of the September 30 Unaudited Financial Statements, to the absence of footnotes and to year-end adjustments which are immaterial in amount). (c) Each of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only Sellers in accordance with management’s authorization; applicable laws, rules and (iv) regulations and with GAAP and GAAS, and such books and records are, and during the reporting periods covered by the Financial Statements were, materially correct and complete, fairly reflecting the consolidated income, expenses, assets and liabilities of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except as set forth on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet Arrangements. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate DebtSellers. Except as set forth on Schedule 3.4(f5.10(b), no Group Company, on the one handdate hereof, norSellers do not have any liabilities required to be set forth in a balance sheet prepared in accordance with GAAP and GAAS that were not included in the latest consolidated balance sheet included in the Financial Statements. Except as provided in Schedule 5.10(c), Sellers are not required to provide any letters of credit, guarantees or other financial security arrangements in connection with any transactions, approvals or licenses in the ordinary course of the Schools' business. As of the date hereof, Sellers have no indebtedness, liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, other than: 1) those set forth or reserved against in the consolidated balance sheet as of September 30, 2002, to the knowledge extent set forth, reserved against or disclosed; 2) those incurred since September 30, 2002 in the ordinary course of business of the CompanySchools and consistent in nature with past practice, any other party and in an aggregate amount of not more than $20,000 greater than the liabilities reflected on the other handconsolidated balance sheet of the Sellers as of September 30, 2002; and 3) those described in the Schedules attached hereto; provided, however, that the parties mutually acknowledge and agree that any liability of the Sellers which is included in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debt. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, liabilities reflected on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will Consolidated Closing Balance Sheet shall be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed been included in the Company Disclosure SchedulesSchedules to this Agreement. Except as set forth on Schedule 5.10(b), there exists no condition relating to the Schools, whether absolute, accrued, contingent or otherwise, which could have an adverse effect on the properties, business, Purchased Assets, results of operations or condition (financial or otherwise) of the Sellers or the Schools or which would prevent the operations of the Schools from being carried on in the future in substantially the same manner as they are presently being conducted. Except as set forth on Schedule 5.10(d) attached hereto, there are no long-term fixed or contractual liabilities relating to the operation of the Schools which are required to be assumed by Buyer in order to continue to operate the Schools as presently operated by Sellers, the annual expense of which are not reflected in the Financial Statements.

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 are true and complete Complete copies of the following financial statements (such Company’s audited financial statements, consisting of (i) the balance sheets of the Company as at December 31, 2016 and December 31, 2017 and the related statements of income and retained earnings, shareholders’ equity, and cash flow for the years then ended (the “Annual Financial Statements”) and (ii) the balance sheets of the Company as at June 30, 2018 and June 30, 2017, and the related statements of income and retained earnings, shareholders’ equity, and cash flow for the three- and six-month periods then ended (the “Interim Financial Statements”; and, together with the Annual Financial Statements, the “Financial Statements”): (i) ), have been delivered to the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of December 31, 2008 and the related unaudited combined consolidated statements of income and cash flows for the fiscal year ended December 31, 2008 (the “2008 Unaudited Parent. The Annual Financial Statements”); and (ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September 30, 2009 (the “Latest Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the nine month period ending on such date (the “September 30 Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.4, each Financial Statement (x) has Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered therebyperiod involved, from the books and records of the Group Companies (including the St. Augustine Land), except as may be indicated in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amount, and (y) fairly presents, in all material respects, the consolidated financial position of the Group Companies as of the dates thereof, their results of operations and cash flows for the periods then ended (subject, in the case of the September 30 Unaudited Interim Financial Statements, to the absence of footnotes normal and to recurring year-end adjustments (the effect of which will not be materially adverse) and, in the case of all of the Interim Financial Statements, the absence of notes. The Financial Statements are immaterial based on the books and records of the Company and fairly present in amount)all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as at June 30, 2018 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date.” There are no off-balance sheet transactions, arrangements, or obligations of or involving the Company. (cb) Each of the Group Companies The Company makes and keeps accurate financial books and records reflecting its assets and maintains commercially reasonable internal accounting controls which that provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated Company’s assets; (iii) access to the Group Companies’ assets of the Company is permitted only in accordance with management’s authorization; and (iv) accounts are recorded accurately in all material respects and commercially reasonable procedures are implemented to effect the reporting collection thereof on a current and timely basis. (c) The financial books and records of the Group Companies’ assets Company are sufficient such that the Annual Financial Statements can be audited without a scope limitation by an independent certified public accounting firm that is compared with existing assets at regular intervals. None of registered under the Group Companies has received or otherwise had or obtained knowledge of any material complaintPublic Company Accounting Oversight Board, allegationwhich audited Annual Financial Statements and unaudited Interim Financial Statements, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of Shareholders understand are to be included in the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolvedRegistration Statement and thereafter are to be consolidated into the Parent’s periodic reports to be filed under the Exchange Act. (d) Except as set forth on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet Arrangements. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f3.06(d) sets forth a true and complete list of all Funded Indebtedness which has a fixed of the Company and provides (i) the name(s) of the current lender(s) and (ii) the outstanding principal balance(s) and all accrued and unpaid interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after as of the date hereof in compliance with Section 6.1(b))hereof. The Company has made available true, correct and complete copies As of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debt. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies there will be deemed no outstanding Indebtedness of the Company arising from obligations created by or on behalf of the Company or any Shareholder prior to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed the Closing, other than Indebtedness that was incurred in the Company Disclosure Schedulesordinary course of business consistent with past practice since the Interim Balance Sheet Date and that is not, individually or in the aggregate, material in amount.

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): 3.3(a) are: (i) the audited consolidated balance sheets of the Companies as of December 31, 2006, and December 31, 2005, and the related audited consolidated statements of income and of cash flow for the year ended on such dates (the “Audited Financial Statements”), and (ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of December 31, 2008 and the related unaudited combined consolidated statements of income and cash flows for the fiscal year ended December 31, 2008 (the “2008 Unaudited Financial Statements”); and (ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September 30, 2009 2007 (the “Latest Interim Balance Sheet”) and the related unaudited combined consolidated statements statement of income and cash flows for the nine nine-month period ending on such date then ended (all of the foregoing financial statements and any notes thereto are hereinafter collectively referred to as the “September 30 Unaudited Company Financial Statements”). . The Company Financial Statements present fairly (band, when delivered, the financial statements to be delivered prior to the Closing pursuant to Section 5.1(x) Except as set forth on Schedule 3.4(the “Supplemental Financial Statements”) will present), each Financial Statement (x) has been prepared in all material respects, the financial position of the Companies at their respective dates, and the results of operations and cash flows of the Companies for the periods referred to therein, all in accordance with GAAP applied on a basis consistent basis throughout with prior periods except, with respect to the periods covered therebyunaudited Company Financial Statements or Supplemental Financial Statements, from the books and records of the Group Companies (including the St. Augustine Land), except as may be indicated in the notes thereto and except for the any absence of required footnotes and subject to the Companies’ customary year-end adjustments which are immaterial adjustments. During the periods covered by the Company Financial Statements, none of the Corporations (x) conducted any business, (y) owned any asset other than its ownership interest in amountthe Partnership, or (z) incurred any liability other than liabilities for (1) franchise and similar Taxes, (2) Taxes arising out of the ownership of its interest in the Partnership, (3) liabilities incurred by it by virtue of its status as a general partner of the Partnership, and (y4) fairly presents, in all material respects, the consolidated financial position guaranties of obligations of one or more of the Group Companies. (b) The Companies as have no liabilities of the dates thereoftype required to be reflected on a consolidated balance sheet prepared in accordance with GAAP, their results applied on a basis consistent with the method used in preparation of operations the Audited Financial Statements except for (i) the indebtedness, liabilities and cash flows for obligations shown on the periods then ended Interim Balance Sheet (subjectincluding any notes thereto) or that will constitute Closing Indebtedness, (ii) current liabilities that have been incurred by the Companies after the date of the Interim Balance Sheet in the case ordinary course of their businesses or in connection with the September 30 Unaudited Financial StatementsTransactions, to the absence of footnotes and to year-end adjustments which are immaterial in amount(iii) indebtedness, liabilities and obligations set forth on Schedule 3.3(b). (c) Each of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except as set forth on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet Arrangements. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e3.3(c) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f), no Group Company, on the one hand, nor, to the knowledge amount of the CompanyTheatre Level Cash Flow for each theatre operated by the Companies, any other party on for the other handtwelve-month period ended September 30, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debt2007. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 are true and complete copies of 4.8 sets forth the following financial statements (such financial statements, the “Company Financial Statements”): (i) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of December 31, 2008 and the related unaudited combined consolidated statements of income and cash flows for the fiscal year ended December 31, 2008 (the “2008 Unaudited . The Company Financial Statements”); and (ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September 30, 2009 (the “Latest Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the nine month period ending on such date (the “September 30 Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.4, each Financial Statement (x) has Statements have been prepared in accordance with GAAP applied on a consistent basis throughout as of the dates and for the periods covered thereby, from except that the books and records unaudited, consolidated balance sheet of the Group Companies Company as of March 31, 2006 (including “Current Balance Sheet”) and the St. Augustine Land), except as may be indicated in the notes thereto related statement of income and except cash flows for the absence of three-month period then ended do not contain footnotes and are subject to year-end adjustments which are immaterial in amount, normal audit adjustments. (b) The Company Financial Statements give a true and (y) fairly presents, in all material respects, fair view of the consolidated financial position of the Group Companies Company and its Subsidiaries as of the respective dates thereof, their thereof and the results of operations and cash flows of the Company and it Subsidiaries for the periods then ended (subject, in the case of the September 30 Unaudited Financial Statements, to the absence of footnotes and to year-end adjustments which are immaterial in amount)covered thereby. (c) Each Schedule 4.8(c) lists, and the Company has delivered to Acquiror accurate and complete copies of the Group Companies documentation creating or governing, all securitization transactions and “off balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K of General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”)) effected by the Company since January 1, 2003. (d) The Company and each of its Subsidiaries maintain accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls which provide reasonable assurance that that: (i) transactions are executed in accordance with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the consolidated financial and statutory statements of the Group Companies Company in accordance with GAAP and to maintain accountability for the Group Companies’ Company’s consolidated assets; (iii) access to the Group Companies’ assets of the Company is permitted only in accordance with management’s authorization; and (iv) accounts, notes and other receivables are recorded accurately, and procedures are implemented in an effort to reflect the collection thereof on a current and timely basis. Since January 1, 2003, the Company has not been advised by its accountants that there has been (i) a material weakness in the Company’s internal control over financial reporting of (whether or not remediated) or (ii) a change in the Group Companies’ assets Company’s internal control over financial reporting that has materially affected, or is compared with existing assets at regular intervals. None of reasonably likely to materially affect, the Group Companies has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except as set forth on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet ArrangementsCompany’s internal control over financial reporting. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f4.8(e) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b). Schedule 3.4(e) sets forth a list of all capitalized leases, letters of credit and “synthetic loans” to which any Group Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true contains an accurate and complete list of all Funded the Borrowed Money Indebtedness which has a fixed interest rate (of the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after Company and each of its Subsidiaries, itemized by Lender, with the aggregate balances owed to each Lender as of the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debthereof. Except as set forth on Schedule 3.4(f)4.8, no Group Company, on neither the one hand, nor, to the knowledge Company nor any of its Subsidiaries has any Borrowed Money Indebtedness as of the Company, any other party on the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Fixed Rate Debtdate hereof. (g) Schedule 3.4(g) sets forth a true and complete list of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Floating Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Floating Rate Debt. No Group Company, on the one hand, nor, to the knowledge of the Company, any other party on the other hand, is in breach, default or an event of default under any Floating Rate Debt, and no event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the Closing, the Group Companies will have possession of all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure Schedules.

Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 3.07(a) are true and complete copies of the following (i) audited financial statements of the Company (such consisting of the statement of financial statementsposition -estado de situación financiera-, income statement -estado de resultados-, statement of changes in equity -estado de cambio en el patrimonio- and cash flow statement -estado de flujos de efectivo-) as of and for the year ended December 31, 2019, (ii) unaudited financial statements of the Company (consisting of the statement of financial position -estado de situación financiera-, income statement -estado de resultados-, statement of changes in equity -estado de cambio en el patrimonio- and cash flow statement -estado de flujos de efectivo-) as of and for the year ended December 31, 2018 and (iii) the unaudited financial statements of the Company (consisting of the statement of financial position -estado de situación financiera- and income statement -estado de resultados-) as of and the four-month period ended April 30, 2020 (collectively, the “Financial Statements”): ). The Financial Statements have been prepared in accordance with the Accounting Principles (iexcept that the interim Financial Statements do not contain all notes required by the Accounting Principles and the interim Financial Statements are subject to normal year-end adjustments which will not be material in amount in the aggregate) consistently applied and in accordance with historic past practices throughout the unaudited combined consolidated balance sheet periods involved and fairly present in all material respects the financial position and results of operations of the Group Companies (including the St. Augustine Land) Company as of December 31the dates, 2008 and the related unaudited combined consolidated statements of income and cash flows for the fiscal year ended December 31periods, 2008 (indicated therein. For the “2008 Unaudited avoidance of doubt, the representations and warranties in this Agreement with respect to the Financial Statements do not include the Pro Forma Financial Statements”); and (ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September 30, 2009 (the “Latest Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the nine month period ending on such date (the “September 30 Unaudited Financial Statements”). (b) Except as set forth in the Financial Statements, the Company has no material liabilities, contingent or otherwise that are of a type required to be reflected on Schedule 3.4, each Financial Statement (x) has been a balance sheet prepared in accordance with GAAP applied on a consistent basis throughout the periods covered therebyAccounting Principles, from other than (i) liabilities incurred in the books and records ordinary course of business subsequent to the date of the Group Companies most recent Financial Statements, (including ii) liabilities under Contracts incurred in the St. Augustine Land)ordinary course of business and not required under the Accounting Principles to be reflected in the Financial Statements, (iii) any debts, liabilities or obligations arising out of the transactions (other than the Restructuring Transaction) contemplated by this Agreement and the other Transaction Documents to which the Company is a party and (iv) any liabilities to the extent included in the Net Working Capital as of the Closing Date or other components of the Total Consideration as finally determined pursuant to Section 2.03. Without limiting the generality of the foregoing, except as may be indicated set forth on Schedule 3.07(b), the Company does not have any outstanding liability, contingent or otherwise, or obligation with respect to the Restructuring Transaction. Except as set forth in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amount, and (y) fairly presents, in all material respects, the consolidated financial position of the Group Companies as of the dates thereof, their results of operations and cash flows for the periods then ended (subject, in the case of the September 30 Unaudited Financial Statements, the Company does not secure the guaranty or indemnification of any Indebtedness of any other Person. For all periods covered by the Financial Statements, the Company has maintained a standard system of accounting established and administered in accordance with the Accounting Principles. The Company does not have any Personal Property, assets, accounts or monies owed subject to the absence unclaimed property laws of footnotes and to year-end adjustments which are immaterial in amount)any state or other jurisdiction. (c) Each of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial The Company does not have, and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies has received or not otherwise had or obtained knowledge subject to, any Indebtedness of any material complainttype (whether accrued, allegationabsolute, assertion contingent, matured, unmatured or claim, other and whether written or oral, regarding not required to be reflected in the accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim Financial Statements) that any of the Group Companies has engaged in illegal accounting or auditing practices, in each case which material complaint, allegation, assertion or claim remains unresolved. (d) Except as set forth is not fully reflected on Schedule 3.4(d), none of the Group Companies has entered into any Off Balance Sheet Arrangements. (e) Except as set forth on Schedule 3.4(e), Schedule 3.4(f) and Schedule 3.4(g) there is no outstanding Funded Indebtedness (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b3.07(c). Schedule 3.4(e3.07(c) sets forth a list lists each item of all capitalized leasesIndebtedness identifying the creditor including name and address, letters the type of credit instrument under which the Indebtedness is owed and “synthetic loans” the amount of the Indebtedness as of the Business Day immediately prior to which any Group the date hereof. With respect to each item of Indebtedness, the Company is a party or beneficiary. (f) Schedule 3.4(f) sets forth a true and complete list of all Funded Indebtedness which has a fixed interest rate (the “Fixed Rate Debt”) (except for Funded Indebtedness incurred after the date hereof not in compliance with Section 6.1(b)). The Company has made available true, correct and complete copies of documents evidencing each Fixed Rate Debt to Parent REIT. The Group Companies have made all payments of principal, interest and any other sums that are due and payable under, or with respect to the Fixed Rate Debt. Except as set forth on Schedule 3.4(f)default, no Group Companypayments are past due, on the one hand, nor, and to the knowledge of the Company, any other party on no circumstance exists that, with notice, the other hand, is in breach, default or an event of default under any Fixed Rate Debt, which breach, default or an event of default remains uncured, and no uncured event has occurred which with or without the lapse passage of time or the giving of notice or opportunity to cure would both, could constitute a breach, default or event of default by the Company under any Fixed Rate Debt. (g) Schedule 3.4(g) sets forth a true and complete list item of all Funded Indebtedness which has a floating interest rate (the “Floating Rate Debt”) (except for Funded Indebtedness incurred after the date hereof in compliance with Section 6.1(b))Indebtedness. The Company has made available truenot received any notice of a default, correct and complete copies of documents evidencing each Floating Rate Debt alleged failure to Parent REIT. The Group Companies have made all payments of principal, interest and perform or any other sums that are due and payable under, offset or counterclaim with respect to the Floating Rate Debtany item of Indebtedness that has not been fully remedied and withdrawn. No Group Company, on the one hand, nor, to the knowledge The consummation of the Company, transactions contemplated by this Agreement or any other Transaction Document to which the Company is a party on the other handwill not cause a default, is in breach, default breach or an event acceleration, automatic or otherwise, of default under any Floating Rate Debtconditions, and no event has occurred which covenants or any other terms of any item of Indebtedness. The Company is not a guarantor or otherwise liable for any liability or obligation (including indebtedness) of any other Person or in connection with or without the lapse Restructuring Transaction. As of time or the giving of notice or opportunity to cure would constitute a breach, default or event of default under any Floating Rate Debt. (h) At the ClosingClosing Date, the Group Companies Company will have possession of repaid all books, records and other documents (whether in paper or electronic form) pertaining to their businesses, properties and assets (including, without limitation business plans, financial statements, work papers and Tax Returns); provided that the Group Companies will be deemed to have possession of electronic records maintained by an unaffiliated third party service provider if such Group Companies have customary access thereto in accordance with contracts disclosed in the Company Disclosure SchedulesIndebtedness.