Common use of Financial Statements; Liabilities Clause in Contracts

Financial Statements; Liabilities. (a) Section 3.6(a) of the Seller Disclosure Schedule sets forth (i) the audited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the years ended December 31, 2009, 2010 and 2011 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), and present fairly, in all material respects, the combined financial position, combined cash flows and the combined results of operations of AER and its Subsidiaries as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements. (b) There are no liabilities or obligations of the Transferred Company or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto), other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been incurred in the ordinary course of business consistent with past practice since September 30, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a whole.

Financial Statements; Liabilities. (a) Section 3.6(a) 3.5 of the Seller Disclosure Schedule sets forth the following financial statements of C2 Aviation Capital, Inc., a business of Seller and subsidiaries, as presented in the Form 10 filed by C2 Aviation Capital, Inc. with the SEC on June 30, 2016, as amended prior to the date hereof (the “C2 Form 10”): (i) the audited combined balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis sheets as of December 31, 2015 and 2014, (ii) the audited combined statements of income for each of the years ended December 31, 20092015, 2010 2014 and 2011 2013, (collectivelyiii) the audited combined statements of cash flows for each of the years ended December 31, 2015, 2014 and 2013, (iv) the unaudited combined balance sheet as of June 30, 2016, (v) the unaudited combined statements of income for the six-month periods ended June 30, 2016 and 2015 and (vi) the unaudited combined statements of cash flows for the six-month periods ended June 30, 2016 and 2015 (the items referred to in clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Audited Year-End Financial Statements”” and the items referred to in clauses (iv) and through (ii) the unaudited balance sheetvi), statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, being herein collectively referred to as the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein)) in all material respects, and present fairly, in all material respects, the combined financial position, combined cash flows position and the combined results of operations of AER and its Subsidiaries the Business as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements do not include footnotes that would may be required by GAAP or normal subject to year-end adjustmentsadjustments and may not contain all footnotes and other presentation items required under GAAP. The Notwithstanding Seller’s representations and warranties made in this Section 3.5(a), Purchaser acknowledges that throughout the periods covered by the Financial Statements, the Business has not operated as a separate stand-alone entity of Seller, but instead has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a combined basis, stand-alone basis and include all legal entities which comprised AER pursuant to accounting methodologies and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Yearprinciples for carve-End Financial Statementsout financials. (b) There are no liabilities or obligations Liabilities (including, for the avoidance of doubt, Taxes) of the Transferred Company or its Subsidiaries members of the Commercial Air Group in the operation of the Business of any nature, whether or not known or unknown, accrued, contingent or otherwise, type that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in members of the notes thereto)Commercial Air Group, other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30Financial Statements or otherwise disclosed in this Agreement (including in the Seller Disclosure Schedule), 2012; (ii) have been incurred in the ordinary course of business consistent with past practice since September June 30, 2012; 2016, (iii) are expressly contemplated by this Agreement; , (iv) have been fully will be discharged or paid off; off prior to or at the Closing, or (v) individually or in the aggregate, are not, and would not reasonably be expected to be, be material to the Transferred Company and its Subsidiaries or operation of the Business, in each case, taken as a whole.

Financial Statements; Liabilities. (a) Section 3.6(a) of the Seller Disclosure Schedule sets forth The (i) the audited balance sheet, statement consolidated financial statements of operations and statement of cash flows of AER and Parent included in Parent’s Annual Reports on Form 10-K for its Subsidiaries on a combined basis as of and for the fiscal years ended December 31, 20092004 and December 31, 2010 and 2011 2003 (collectively, and with any notes thereto, the “Audited YearParent 10-End Financial StatementsKs”) and (ii) the unaudited balance sheet, statement consolidated financial statements of operations and statement of cash flows of AER and its Subsidiaries Parent included in Parent’s Quarterly Reports on a combined basis as of and Form 10-Q for the nine months fiscal quarters ended September March 31, 2005 and June 30, 2011 2005 fairly present in all material respects in conformity with applicable accounting requirements and September 30the published rules and regulations of the SEC with respect thereto and fairly present, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance conformity with GAAP applied on a consistent basis (except as may be noted thereinindicated in the notes thereto), and present fairlysubject, in all material respectsthe case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the combined consolidated financial position, combined cash flows and the combined results position of operations of AER Parent and its Subsidiaries as of the respective dates thereof or and their consolidated results of operations and changes in financial position for the respective periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements. (b) There are no liabilities of Parent or obligations of the Transferred Company or its Subsidiaries any Parent Subsidiary of any naturekind whatsoever, whether or not known or unknown, asserted or unasserted, accrued, contingent contingent, absolute, determined, determinable or otherwise, that would be in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required by GAAP to be reflected disclosed or reserved against on a combined balance sheet provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of the Transferred Company Parent and its Subsidiaries (or disclosed in the notes thereto), other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September incurred since June 30, 20122005 under the agreements, contracts, leases, and licenses to which they are a party; (ii) have been incurred in the ordinary course of business consistent with past practice since September 30, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as have a wholeParent Material Adverse Effect.

Financial Statements; Liabilities. (a) Section 3.6(a3.5(a) of the Seller Disclosure Schedule sets forth a true and complete copy of the following financial statements: (i) the audited combined balance sheetsheets of the Business, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of December 31, 2011 and 2010, (ii) the audited combined statements of income for each of the years ended December 31, 20092011, 2010 and 2009; (iii) the audited combined statements of cash flows for each of the years ended December 31, 2011, 2010 and 2009, (iv) the unaudited combined balance sheet of the Business as of June 30, 2012, and 2011, (v) the unaudited combined statements of income for the six-month periods ended June 30, 2012 and 2011 and (vi) the unaudited combined statements of cash flows for the six-month periods ended June 30, 2012 and 2011 (collectivelythe items referred to in clauses (i) through (vi), and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis being herein collectively referred to as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), ) and present fairly, in all material respects, the combined financial position, combined cash flows position and the combined results of operations of AER and its Subsidiaries the Business as of the respective dates thereof or the periods then ended, except that . Except as set forth in the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements, none of the members of the Education Group maintains any “off-balance-sheet arrangement” within the meaning of Item 303 of Regulation S-K of the SEC. (b) There are no liabilities Liabilities or obligations (including surety bonds, letters of credit or any other form of financial assurance) of the Transferred Company or its Subsidiaries members of the Education Group, in operation of the Business, of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined and consolidated balance sheet of the Transferred Company and its Subsidiaries (or disclosed in members of the notes thereto)Education Group, other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis Financial Statements or otherwise disclosed in the Form 10, as of September 30amended prior to the date hereof, 2012; (ii) have been incurred in the ordinary course of business consistent with past practice since September 30, 2012; the date of the most recent balance sheet included in the Financial Statements or (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) individually or in the aggregate, are not, and not or would not reasonably be expected to be, material to the Education Group, including the Transferred Company Companies and its Subsidiaries or the Business, in each casetheir Subsidiaries, taken as a whole. (c) The accounting controls of Parent and the members of the Education Group have been and are sufficient to provide reasonable assurances that (i) all Education Group transactions are executed in accordance with management’s general or specific authorization, and (ii) all Education Group transactions are recorded as necessary to permit the accurate preparation of Financial Statements in accordance with GAAP and to maintain proper accountability for such items, in each case, except as individually or in the aggregate, are not or would not reasonably be expected to be, material to the Education Group, including the Transferred Companies and their Subsidiaries, taken as a whole.

Financial Statements; Liabilities. Attached hereto as Schedule 4.1(c) of the Disclosure Schedule are the following financial statements of Old BCS (collectively the “Financial Statements”): (a) Section 3.6(a) balance sheets and statements of the Seller Disclosure Schedule sets forth (i) the audited balance sheetincome, statement statements of operations members’ interest and statement of cash flows of AER and its Subsidiaries on a combined basis flow as of and for the fiscal years ended December 31, 20092008 and 2007, 2010 and 2011 (collectivelyreviewed by a certified public accountant, and with any notes thereto, (b) unaudited balance sheets and related statements of income (the “Audited Year-End Most Recent Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for each of the nine months ended September from January 2009 through June 30, 2011 and September 30, 2012 2009 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial StatementsMost Recent Fiscal Period End”). The Financial Statements (other than the Most Recent Financial Statements), including the notes thereto, have been prepared from and are in accordance with GAAP applied on a consistent basis (except as may be noted therein)Old BCS’s books and records and are in accordance with GAAP, and fairly present fairly, in all material respects, the combined financial position, combined cash flows condition of Old BCS as of the dates stated and the combined results of operations of AER Old BCS for such periods. The Most Recent Financial Statements have been prepared from and its Subsidiaries are in accordance with Old BCS’s books and records in accordance with Old BCS’s accounting policies and procedures consistently applied, which, except as set forth in Section 4.1(d) of the Disclosure Schedule, are in accordance with GAAP, and fairly present the financial condition of Old BCS as of the respective dates thereof or date stated and the periods then endedresults of operations of Old BCS for such period, except that the Interim Most Recent Financial Statements do not include contain estimates of certain accruals, lack footnotes that would be required by GAAP or and other presentation items, and are subject to normal year-end adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as All accounts payable of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements. (b) There are no liabilities or obligations of the Transferred Company or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto), other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) Old BCS have been incurred in the ordinary course of business consistent with past practice Business, except for accounts payable not incurred in the Ordinary Course of Business in an aggregate amount not to exceed $10,000. Except as set forth on Section 4.1(c) of the Disclosure Schedule, to the Knowledge of Members, Xxxxxx and Old BCS, Old BCS does not have, and New BCS will not have, any material Liability or obligation of any nature except: (i) those set forth or reflected in the Most Recent Financial Statements that have not been paid or discharged since September 30, 2012; the date hereof; (ii) those arising under agreements or other commitments described or identified on the Disclosure Schedule or in the ordinary course of business; (iii) are expressly contemplated by this Agreementthose incurred since the dates of the Most Recent Financial Statements in the ordinary course of business; and (iv) have been fully discharged or paid off; or (v) individually or in those not required under GAAP to be reflected on the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a wholefinancial statements of Old BCS.

Financial Statements; Liabilities. (a) Section 3.6(a5.5(a) of the Seller Acquirer Disclosure Schedule Letter sets forth true, correct and complete copies (iexcept for the absence of footnotes and other presentation items) of drafts of the following financial statements of the Argon Business: the proposed audited balance sheetcombined statements of financial condition as of December 31, statement 2013 and 2012 and combined statements of operations operations, comprehensive loss, changes in parent company equity and statement of cash flows for the fiscal years ended December 31, 2013, 2012 and 2011 and the proposed unaudited condensed combined statements of AER financial condition, operations, comprehensive loss, parent company equity and its Subsidiaries on a combined basis cash flows as of and for the years six months ended December 31June 30, 2009, 2010 and 2011 2014 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Draft Argon Financial Statements”). The Argon Financial Statements will have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be noted therein)set forth in the notes thereto, and except for the absence of footnotes and other presentation items in financial statements for interim periods) and will fairly present fairly, in all material respects, respects the combined consolidated financial position, combined cash flows and position of the combined results of operations of AER and its Subsidiaries as of Argon Business at the respective dates thereof or and the combined financial condition, operations, comprehensive loss, changes in parent company equity and cash flows at and for the periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or indicated (subject to normal year-end adjustments and periodic quarterly adjustments, in each case, which are not material to the Acquirer). The Argon Financial Statements have been prepared on a combined basis, and include will be consistent in all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to material respects with the Audited Year-End Draft Argon Financial Statements. (b) There are no liabilities or obligations The Acquirer was formed specifically for the purpose of the Transferred Company or transactions contemplated hereby and as of the date hereof has conducted no operations and incurred no obligations other than those incident to its Subsidiaries formation and in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Except as set forth in Section 5.5(c) of any naturethe Acquirer Disclosure Letter, whether or not known or unknown, accrued, contingent or otherwise, the Acquirer has no Liabilities that would be required by GAAP to be reflected or reserved against disclosed on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed prepared in the notes thereto), accordance with GAAP other than those that Liabilities (i) are reflected disclosed or reserved against on for in the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30Argon Financial Statements, 2012; (ii) have been incurred by the Acquirer after June 30, 2014 in the ordinary course of business consistent with past practice since September 30operating the Argon Business that would not reasonably be expected, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) individually or in the aggregate, are notto have an Acquirer Material Adverse Effect or (iii) incurred in connection with the transactions contemplated by this Agreement. (d) Except as disclosed in Section 5.5(d) of the Acquirer Disclosure Letter, none of the Acquirer Entities has any Indebtedness. (e) As of the date hereof, no Acquirer Entity is, and would not reasonably be expected to as of the Closing no Acquirer Entity (other than Argon HoldCo) will be, material subject to the Transferred Company and its Subsidiaries periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, registration statements, prospectuses, reports or other documents with the Business, in each case, taken as a wholeSEC by Law or by Contract.

Financial Statements; Liabilities. (a) Section 3.6(a3.5(a) of the Seller Parent Disclosure Schedule sets forth (i) forth: the audited balance sheetstatements of profit or loss, statement of operations changes in equity and statement of cash flows of AER and its Subsidiaries on a combined basis as of and eBay Korea LLC for the years ended December 31, 20092020, 2010 2019 and 2011 2018 and the audited balance sheet of eBay Korea LLC as of December 31, 2020, 2019 and 2018 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Business Financial Statements”). The Business Financial Statements have been (i) were prepared in accordance with GAAP consistently applied on a consistent basis (throughout the periods involved, except as may be otherwise noted therein), therein and (ii) present fairly, in all material respects, the combined financial position, combined cash flows position and the combined results of operations of AER and its Subsidiaries the Business, in the aggregate, as of the respective dates thereof or the periods then ended, in each case except that the Interim Financial Statements do not include footnotes that would as may be required by GAAP or noted therein and subject to normal and recurring year-end adjustments. The ; provided that the Business Financial Statements have been prepared and the foregoing representations and warranties are qualified by the fact that (x) the Business has not operated on a separate standalone basis and has historically been reported within Parent’s combined financial statements, (y) the Business Financial Statements assume certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis, and include all legal entities which comprised AER and its Subsidiaries as (z) the Business Financial Statements are not necessarily indicative of October 1, 2010, as well as certain what the results of CILCORPoperations, Inc., as further explained financial position and cash flows of the Business or the Company will be in Note 1 to the Audited Year-End Financial Statementsfuture. (b) There are no liabilities or obligations of the Transferred Company or its Subsidiaries eBay Korea LLC of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto)Company, other than those that (i) are reflected or reserved against on the unaudited balance sheet Business Financial Statements (or described in the notes thereto) or reflected in the determination of AER and its Subsidiaries on a combined basis as of September 30, 2012Working Capital or Net Indebtedness; (ii) have been incurred in the ordinary course Ordinary Course of business consistent with past practice Business since September 30December 31, 20122020 (the “Last Balance Sheet Date”); (iii) are expressly incurred in connection with the transactions contemplated by hereby or the announcement, negotiation, execution or performance of this Agreement, the Ancillary Agreements or the Sale; (iv) have been fully (or will be prior to the Closing) discharged or paid off; or (v) would not reasonably be expected to have, individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a wholeBusiness Material Adverse Effect.

Financial Statements; Liabilities. (a) Section 3.6(a) of the Seller Newpark Disclosure Schedule sets forth (i) contains the audited combined unaudited balance sheet, sheet and statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis the Transferred Entities as of and for the fiscal years ended December 31, 20092006 and December 31, 2010 and 2011 2007 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Annual Financial Statements”). The Annual Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), and present fairly, in all material respects, the combined financial position, combined cash flows position and the combined results of operations of AER and its Subsidiaries the Transferred Entities as of the respective dates thereof set forth therein, except that the Annual Financial Statements do not include footnotes that would be required by GAAP and do not include a statement of cash flows. Except as set forth on Section 3.6(a) of the Newpark Disclosure Schedule, since December 31, 2007, none of the Transferred Entities has (i) made any material change in its accounting policies or (ii) effected any prior period adjustment to, or other restatement of, its financial statements for any period covered by the periods then endedAnnual Financial Statements. The Annual Financial Statements have been prepared from and are consistent in all material respects with the books and records of the Transferred Entities (which books and records are correct and complete in all material respects). (b) Section 3.6(b) of the Newpark Disclosure Schedule contains the combined unaudited balance sheet and statement of operations of the Transferred Entities as of and for the three (3) month period ended March 31, 2008 (collectively, with any notes thereto, the “Interim Financial Statements”). The Interim Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), and present fairly, in all material respects, the combined financial position and the combined results of operations of the Transferred Entities as of March 31, 2008, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustmentsand do not include a statement of cash flows. The Interim Financial Statements have been prepared on a combined basisfrom and are consistent, in all material respects, with the financial books and include records of the Transferred Entities (which financial books and records are correct and complete in all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statementsmaterial respects). (bc) There are no liabilities or obligations of the Transferred Company or its Subsidiaries Entities of any nature, whether or not known or unknown, accrued, contingent or otherwise, in excess of $4,000,000 in the aggregate that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto), Entities other than those that (i) are reflected or reserved against on the unaudited respective balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012sheets included in the Interim Financial Statements; (ii) have been incurred in the ordinary course of business since March 31, 2008 consistent with past practice since September 30, 2012prior practice; or (iii) are permitted or expressly contemplated by this Agreement; . (ivd) have been fully discharged Newpark has devised and maintained, or paid off; or (v) individually or has caused the Transferred Entities to devise and maintain, systems of internal accounting controls sufficient to provide reasonable assurance that all transactions by the Transferred Entities are recorded as necessary to permit the preparation of the Transferred Entities’ financial statements in the aggregate, are notaccordance with GAAP, and would not reasonably be expected to bemaintain proper accountability for items. Notwithstanding the foregoing, material the following filings by Newpark with the SEC pursuant to the Transferred Company Securities Exchange Act of 1934, and its Subsidiaries or the Businessrules promulgated thereunder, the pertinent provisions of which are set forth in each caseSection 3.6(d) of the Newpark Disclosure Schedule, taken as a wholeset forth certain disclosures regarding Newpark’s internal controls: Amendment No. 2 to the Annual Report on Form 10-K/A for the year ended December 31, 2005; Quarterly Report on Form 10-Q for the quarterly periods ending March 31, 2006, June 30, 2006 and September 30, 2006; Annual Report on Form 10 K for the year ended December 31, 2006; and Quarterly Report on Form 10-Q for the quarterly periods ending March 31, 2007 and June 30, 2007 and September 30, 2007; and Annual Report on Form 10-K for the year ended December 31, 2007.

Financial Statements; Liabilities. (a) Attached to Section 3.6(a3.8(a) of the Seller Disclosure Schedule sets forth are correct and complete copies of the Company’s (i) reviewed balance sheet of the Company as of December 31, 2019, and the related statements of income, stockholders’ equity and cash flows for the year ending December 31, 2019; (ii) audited balance sheetsheets of the Company as of December 31, 2020 and December 31, 2021 and statements of income, statement of operations changes in stockholders’ equity and statement statements of cash flows of AER and its Subsidiaries on a combined basis as of and the Company at or for the fiscal years ended December 31, 20092020 and December 31, 2010 and 2011 2021 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) ), and (iiiii) the an unaudited balance sheetsheet of the Company as of October 31, statement of operations 2022 (the “Most Recent Balance Sheet”) and statement of cash flows income of AER and its Subsidiaries on a combined basis as of and the Company for the nine months nine-month period ended September 30October 31, 2011 and September 30, 2012 2022 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Company Financial Statements”). The Company Financial Statements have been prepared in accordance with the books and records of the Company and in accordance with GAAP in all material respects applied on a consistent basis (except as may be noted therein)throughout the periods indicated, and present fairly, fairly represent in all material respectsrespects the financial condition, the combined financial position, combined cash flows and the combined results of operations operation, changes in equity and cash flow of AER and its Subsidiaries the Company as of the respective and for such dates thereof or the and for such periods then endedending, except that the Interim Financial Statements do may not include contain all footnotes that would be required by GAAP or GAAP, are subject to normal year-end adjustments. The Financial Statements have been prepared on a combined basisaudit adjustments (which are not materially different, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements. (b) There are no liabilities or obligations of the Transferred Company or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto), other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been incurred in the ordinary course of business consistent with past practice since September 30, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) individually or in the aggregate, are notthan prior year end adjustments), and would are not reasonably be expected to bein compliance with GAAP as set forth on Section 3.8(a)(iii) of the Disclosure Schedule. (b) There are no, material to and since the Transferred Lookback Date have been no, off-balance sheet arrangements by the Company. The Company maintains accurate books and records reflecting the assets and liabilities of the Company and its Subsidiaries or maintains adequate internal accounting controls that provide assurance that (i) the BusinessCompany maintains no off the book accounts and that the assets of the Company are used only in accordance with the Company management directives; (ii) transactions are executed with management’s authorization; (iii) transactions are recorded as necessary to permit preparation of the financial statements of the Company; and (iv) accounts, in each casenotes and other receivables and inventory are recorded accurately, taken as and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a wholetimely basis.

Financial Statements; Liabilities. (a) Section 3.6(a3.5(a) of the Seller Company Disclosure Schedule sets forth (i) the consolidated audited balance sheet, statement of operations comprehensive loss, statement of stockholders’ equity and statement of cash flows of AER flow (including any related notes and its Subsidiaries on a combined basis schedules thereto) as of and for the fiscal years ended December July 31, 20092023, 2010 July 31, 2022 and 2011 July 31, 2021, in each case for the Company and the Company Subsidiaries on a consolidated basis (collectively, and with any notes thereto, the “Company Audited Year-End Financial Statements”) and (ii) the unaudited consolidated balance sheet, statement sheet (the “Company Balance Sheet”) and the related unaudited statements of operations and statement of cash flows of AER the Company and its the Company Subsidiaries on a combined consolidated basis as of and April 30, 2024 for the nine months (9)-month period then-ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Company Audited Year-End Financial Statements, the “Company Financial Statements”). The Company Financial Statements (i) have been prepared from, and are in accordance with and in agreement with, the books and records of the Company and the Company Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and the Company Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to normal year-end audit adjustments the effect of which will not, individually or in the aggregate, be material), (iii) complied, as of their respective dates of preparation, in all material respects with applicable accounting requirements, and (iv) have been prepared in accordance with GAAP consistently applied on a consistent basis (except as may be noted therein), and present fairly, in all material respects, the combined financial position, combined cash flows and the combined results of operations of AER and its Subsidiaries as of the respective dates thereof or during the periods then ended, involved except that the Interim Financial Statements do may not include contain all footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial StatementsGAAP. (b) There are no liabilities or obligations Neither the Company nor any of the Transferred Company or its Subsidiaries of has any natureLiabilities, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto), other than except for those that Liabilities (i) that are specifically reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30Company Balance Sheet or the notes thereto, 2012; (ii) have been incurred in the ordinary course of business consistent with past practice since September 30the Latest Balance Sheet Date, 2012; (iii) that are expressly contemplated executory obligations arising under Contracts to which the Company or any Company Subsidiary is a party or otherwise bound (to the extent not resulting from a breach of such Contracts by this Agreement; the Company or a Company Subsidiary), (iv) have been fully discharged arising under this Agreement or paid off; incurred in connection with the performance of this Agreement or (v) individually or in the aggregate, that are not, not and would not reasonably be expected to bebe material, material individually or in the aggregate, to the Transferred Company and its Subsidiaries or the Business, in each caseCompany Subsidiaries, taken as a whole. (c) Since December 31, 2021, (i) neither the Company nor any of the Company Subsidiaries, nor, to the Knowledge of the Sellers, any representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained (to the Knowledge of the Sellers) any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no employee of or attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported evidence of a material violation of securities Laws, a breach of fiduciary duty or a similar violation by the Company, any Company Subsidiary or any of their respective officers, directors or employees to the board of directors of the Company or any committee thereof or to any director or officer of the Company. The Company and each Company Subsidiary has established a system of internal accounting controls reasonably appropriate for its size and the industry in which they operate, which are designed to provide reasonable assurances regarding the reliability of their financial reporting. Since December 31, 2021, there have not been (A) any significant deficiency or material weakness in any system of internal accounting controls used by the Company or any Company Subsidiary or (B) any fraud or other wrongdoing that involves any of the management or other employees of the Company or any Company Subsidiary who had a role in the preparation of the financial statements or the internal accounting controls used by the Company and Company Subsidiaries. (d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any legally binding commitment to become a party to, any “off-balance sheet arrangement” (as defined in the Exchange Act). (e) Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, all accounts receivable of the Company and each Company Subsidiary reflected on the Company Balance Sheet (i) are bona fide and valid receivables arising from sales actually made or services actually performed (ii) are not subject to any setoffs, counterclaims, credits or other offsets, and are current and collectible and, to the Knowledge of the Sellers, will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts. Other than Permitted Liens, no Person has any Lien on any accounts receivable of the Company or Company Subsidiary, and no agreement for any material deduction, free goods or services, discount or other deferred price or quantity adjustment has been made by the Company or any Company Subsidiary with respect to any accounts receivable other than in the ordinary course of business. (f) All accounts payable and notes payable of the Company or Company Subsidiary arose in bona fide arm’s length transactions and, no such material account payable or note payable is delinquent in its payment (other than any payments after the date hereof which would constitute Leakage). Since the Latest Balance Sheet Date, the Company and each Company Subsidiary has paid its accounts payable in the ordinary course of business.

Financial Statements; Liabilities. (a) Section 3.6(a2.6(a) of the Seller Disclosure Schedule sets forth (i) the audited unaudited balance sheetsheets of Seller as of December 31, statement 2018 and 2019 (the balance sheet as of December 31, 2019, the “2019 Balance Sheet”), (ii) the unaudited balance sheet of Seller as of June 30, 2020 (the “Reference Balance Sheet”), (iii) the unaudited statements of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and Seller for the years ended December 31, 20092018 and 2019, 2010 (iv) the unaudited statements of operations and 2011 cash flows of Seller for the six months ended June 30, 2020 (collectivelythe balance sheets and statements of operations and cash flows referred to in clauses (i) and (iii) above, and together with any notes thereto, being collectively referred to as the “Audited Year-End Annual Financial Statements”; the balance sheets and statements of operations and cash flows referred to in clauses (ii) and (iiiv) the unaudited balance sheetabove, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and together with any notes thereto, being collectively referred to as the “Interim Financial Statements” ”; and together with the Audited Year-End Annual Financial Statements, Statements and the Interim Financial Statements being collectively referred to as the “Financial Statements”). Except as set forth on Section 2.6(a) of the Seller Disclosure Schedule, the Interim Financial Statements have been prepared on the same basis as the Annual Financial Statements. The Financial Statements have been derived from the books and records of Seller, were not prepared in accordance with GAAP, have been prepared in accordance with GAAP the historical accounting principles of Seller applied on a consistent basis (except as may be set forth in the notes thereto or as otherwise noted therein), and present fairly, in all material respects, the combined financial position, combined cash flows position and the combined results of operations and cash flows of AER and its Subsidiaries Seller as of the respective dates thereof or for the periods then endedended (subject, except that in the case of the Interim Financial Statements do not include footnotes that would be required by GAAP or Statements, to the absence of notes and normal year-end adjustments. The Financial Statements , the effect of which adjustments have not been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statementswill not be material). (b) There Except as set forth in Section 2.6(b) the Seller Disclosure Schedule, there are no liabilities or obligations of the Transferred Company Seller required to be recorded or its Subsidiaries disclosed under GAAP of any naturenature or type, whether or not known or unknownabsolute, accrued, contingent or otherwise, that would be required by GAAP other than as and only to be the extent reflected or reserved against on a combined balance sheet in the Financial Statements. (c) Seller has no current intention to correct or restate, and to the Knowledge of Seller, there is not any basis to correct or restate any of the Transferred Company and Financial Statements. Seller has not had any disagreement with any of its Subsidiaries (auditors regarding material accounting matters or disclosed in policies during the notes thereto), other than those that (i) are reflected past full fiscal year or reserved against on during the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been incurred in the ordinary course of business consistent with past practice since September 30, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a wholecurrent fiscal year-to-date.

Financial Statements; Liabilities. (a) Section 3.6(aSchedule 3.04(a) sets forth the unaudited statement of financial position of the Seller Disclosure Schedule sets forth Business (iother than the Excluded Brainerd Assets) (the audited balance sheet"Balance Sheet") at November 30, 2001 and the unaudited statement of operations financial position and statement the related unaudited statements of operations, shareholders' equity and cash flows of AER and its Subsidiaries on a combined basis as of and for the years ended Business at December 31, 20092001 and December 31, 2010 2000 and 2011 for each of the years then ended (collectively, and with any notes theretothe Balance Sheet, the “Audited Year-End "Financial Statements”) and (ii) "; the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis financial position at December 31, 2001 is referred to herein as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and "December Balance Sheet"). Except as set forth in Schedule 3.04(a) with any notes theretorespect to the Balance Sheet, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Financial Statements have been and the Audited Financial Statements (as defined in Section 5.25), to the extent delivered at or prior to Closing, will be prepared in accordance conformity with GAAP consistently applied on a consistent basis (except in each case as may be noted therein), and present fairlydescribed in the notes thereto and, in all material respectsthe case of the Balance Sheet, except for the combined absence of notes thereto and subject to normal recurring year-end adjustments) and on that basis fairly present the financial position, combined cash flows position and the combined results of operations of AER and its Subsidiaries the Business (other than the Excluded Brainerd Assets in the case of the Balance Sheet) as of the respective dates thereof or and for the respective periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statementsindicated therein. (b) There are no The Business does not have any liabilities or obligations of the Transferred Company or its Subsidiaries of any nature, nature (whether or not known or unknown, accrued, contingent absolute, contingent, unasserted or otherwise), that would be required by GAAP to be except (i) as reflected or reserved against on a combined balance sheet of in the Transferred Company December Balance Sheet and its Subsidiaries (or disclosed in the notes thereto), other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been for items set forth in Schedule 3.04(b), (iii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2012; the date of the December Balance Sheet and not in violation of this Agreement and which either (iiix) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; included in the calculation of Closing Net Assets or (vy) individually or in the aggregate, are not, and would Excluded Liabilities that could not reasonably be expected to behave a Seller Material Adverse Effect, material (iv) for Taxes, (v) for Excluded Liabilities related solely to the Transferred Company and its Subsidiaries operation of the Brainerd Facility or the BusinessExcluded Brainerd Assets that could not reasonably be expected to have a Seller Material Adverse Effect, (vi) for Excluded Liabilities incurred after the date hereof not in each caseviolation of this Agreement that could not reasonably be expected to have a Seller Material Adverse Effect, taken (vii) for liabilities and obligations pursuant to Permitted Liens, the express terms of Material Assigned Contracts (as a wholedefined in Section 3.08(b)) and Permits listed on Schedule 3.13 and (viii) for liabilities and obligations incurred not in violation of this Agreement and in an amount no greater than $25,000 for any individual liability or obligation and no greater than $1,000,000 in the aggregate for all such liabilities and obligations.

Financial Statements; Liabilities. (a) Section 3.6(aThe Partnership has made available to the Acquirer true, correct and complete copies (except for the absence of footnotes and other presentation items) of the Seller Disclosure Schedule sets forth (i) following financial statements of the audited Partnership Entities: the unaudited balance sheet, statement sheets of operations and statement of cash flows of AER and its Subsidiaries on a combined basis the Partnership as of December 31, 2013 and June 30, 2014, the unaudited balance sheet of PJT Partners LP as of June 30, 2014, unaudited statements of income and loss of the Partnership for the years fiscal year ended December 31, 20092013 and for the six months ended June 30, 2010 2014, and 2011 an unaudited statement of income and loss of PJT Partners LP for the six months ended June 30, 2014 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Partnership Financial Statements”). The Partnership Financial Statements have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be noted therein), for the absence of footnotes and other presentation items in financial statements for interim periods) and fairly present fairly, in all material respectsrespects the financial position of the Partnership and PJT Partners LP, the combined financial positionas applicable, combined cash flows and the combined results of operations of AER and its Subsidiaries as of at the respective dates thereof or and the income and loss at and for the periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or indicated (subject to normal year-end adjustments and periodic quarterly adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities in each case, which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 are not material to the Audited Year-End Financial StatementsPartnership Entities). (b) There are no liabilities or obligations Except as set forth in Section 4.5(b) of the Transferred Company or its Subsidiaries Seller Disclosure Letter, none of the Partnership Entities has any nature, whether or not known or unknown, accrued, contingent or otherwise, Liabilities that would be required by GAAP to be reflected or reserved against disclosed on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed prepared in the notes thereto), accordance with GAAP other than those that Liabilities (i) are reflected disclosed or reserved against on for in the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30Partnership Financial Statements, 2012; (ii) have been incurred by the Partnership after June 30, 2014 in the ordinary course of business consistent with past practice since September 30operating the Partnership Business that would not reasonably be expected, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) individually or in the aggregate, are notto have a Partnership Material Adverse Effect or (iii) incurred in connection with the transactions contemplated by this Agreement. (c) Except as disclosed in Section 4.5(c) of the Seller Disclosure Letter, none of the Partnership Entities has any Indebtedness. (d) The General Partner was formed specifically for the purpose of holding a GP Interest in the Partnership and would not reasonably be expected PJT Partners LP and has conducted no operations and incurred no obligations other than those incident to be, material its formation and in connection with the ownership of such interests. (e) No Partnership Entity is subject to the Transferred Company and its Subsidiaries periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, registration statements, prospectuses, reports or other documents with the Business, in each case, taken as a wholeSEC by Law or by Contract.

Financial Statements; Liabilities. (a) Section Attached hereto as Schedule 3.6(a) are true and complete copies of the Seller Disclosure Schedule sets forth following financial statements (such financial statements, the "Financial Statements"): (i) the audited consolidated balance sheetsheets of the Company as of December 31, statement 2001, December 31, 2002 and December 31, 2003, and the related audited consolidated statements of cash flows, operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and stockholders' equity for the years ended ending on December 31, 20092001, 2010 December 31, 2002 and 2011 (collectivelyDecember 31, and with any notes thereto, the “Audited Year-End Financial Statements”) and 2003; and (ii) the unaudited consolidated balance sheet of the Company as of August 31, 2004 (such balance sheet, statement the "Most Recent Balance Sheet", and the date of operations such balance sheet, the "Most Recent Balance Sheet Date") and statement the related unaudited consolidated statements of cash flows of AER and its Subsidiaries on a combined basis as of and operations for the nine months ended September 30, 2011 and September 30, 2012 eight-month period ending on such date. (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). b) The Financial Statements (i) have been prepared prepared, in accordance with GAAP applied on a consistent basis (throughout the periods covered thereby, except as may be noted therein), indicated in the notes thereto and present fairlyexcept, in all material respectsthe case of unaudited Financial Statements, for the combined financial position, combined cash flows absence of footnotes and the combined results of operations of AER and its Subsidiaries as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or subject to normal year-end adjustments. The adjustments (which are consistent with past practices and which are not material), (ii) fairly present the consolidated financial position of the Company as of the dates thereof and its consolidated results of operations for the periods then ended (subject, in the case of the unaudited interim Financial Statements Statements, to the absence of footnotes and to normal year-end adjustments (which are consistent with past practices and which are not material)), (iii) have been prepared on a combined basisbased upon the information contained in the books and records of the Company and its Subsidiaries, and include all legal entities which comprised AER (iv) fairly present the consolidated financial condition, assets and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements. (b) There are no liabilities or obligations of the Transferred Company or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (subject, in the case of the unaudited interim Financial Statements, to the absence of footnotes and to normal year-end adjustments (which are consistent with past practices and which are not material). (c) Except as set forth on Schedule 3.6(c), (i) there are no letters of credit issued for the account of the Company or disclosed any Subsidiary and (ii) neither the Company nor any Subsidiary has guaranteed (or entered into any arrangement having the economic effect of a guarantee of) the indebtedness of any Person other than the Company or any Subsidiary. (d) Neither the Company nor any Subsidiary has any material liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except (i) as set forth on Schedule 3.6(d), or as disclosed, set forth or reserved for in the Financial Statements (including the notes thereto), other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been liabilities and/or obligations incurred in the ordinary course of business consistent with past practice since September 30the Most Recent Balance Sheet Date, 2012; (iii) are expressly contractual liabilities arising in the ordinary course of business under the contracts listed on Schedule 3.15 hereto or under other contracts not scheduled because Section 3.15 does not require them to be scheduled, and/or (iv) liabilities arising in connection with the transactions contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a whole.

Financial Statements; Liabilities. (a) Section 3.6(a4.05(a) of the Seller Disclosure Schedule sets forth (i) complete and correct copies of the audited following financial statements: the unaudited combined balance sheet, statement sheet of operations and statement of cash flows of AER and its Subsidiaries on a combined basis the Business as of and for the years ended December 31, 2009September 30, 2010 and 2011 (collectively, and with any notes thereto, the “Audited Year-End Financial StatementsBalance Sheet”) and (ii) the unaudited balance sheetcombined statements of operations, statement of operations changes in shareholder’s equity and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months year ended September 30, 2011 and September 30, 2012 2010 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Unaudited 9/30/10 Financial Statements”). . (b) The Unaudited 9/30/10 Financial Statements in all material respects (i) have been prepared in accordance with GAAP applied and (ii) fairly present the combined financial position and combined results of operations and cash flows of the Business as of the date and for the period set forth therein. (c) Section 4.05(c) of the Seller Disclosure Schedule sets forth complete and correct copies of the following financial statements: the unaudited combined balance sheet of the Business as of September 30, 2009 and the unaudited combined statements of operations for the year ended September 30, 2009 (collectively, the “Unaudited 9/30/09 Financial Statements”). (d) Except as set forth on a consistent basis (except as may be noted therein)Section 4.05(d) of the Seller Disclosure Schedule, and present fairly, the Unaudited 9/30/09 Financial Statements in all material respects, respects (i) have been prepared in accordance with GAAP (other than the absence of footnotes) and (ii) fairly present the combined financial position, combined cash flows position and the combined results of operations of AER and its Subsidiaries the Business as of the respective dates thereof or date and for the periods then endedperiod set forth therein. (e) Section 4.05(e) of the Seller Disclosure Schedule sets forth complete and correct copies of the following financial statements: the unaudited combined balance sheet of the Business as of June 30, except 2011 (the “Unaudited 6/30/11 Balance Sheet”) and the unaudited combined statements of operations, changes in shareholder’s equity and cash flows for the nine months ended June 30, 2011 (collectively, the “Unaudited Interim Financial Statements”). Company Subsidiaries that are not organized under the Laws of the United States do not own more than $90,000,000 of the total assets set forth on the Unaudited 6/30/11 Balance Sheet. (f) The Unaudited Interim Financial Statements do not include footnotes that would be required by in all material respects (i) have been prepared in accordance with GAAP or (other than the absence of footnotes) and (ii) fairly present the combined financial position and combined results of operations and cash flows of the Business as of the date and for the period set forth therein (except for normal year-end adjustments. The Financial Statements adjustments that have not been prepared on a combined basisand are not expected to be, and include all legal entities which comprised AER and its Subsidiaries as of October 1individually or in the aggregate, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 material to the Audited Year-End Financial StatementsBusiness). (bg) The Additional Financial Statements in all material respects (i) will be prepared in accordance with GAAP and (ii) will fairly present the combined financial position and combined results of operations and cash flows of the Business as of the date and for the period set forth therein. (h) The Seller maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (A) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (B) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (C) that receipts and expenditures of the Company are being made only in accordance with the authorization of management and directors of the Seller and (D) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. There are no material weaknesses or significant deficiencies in the internal controls of Seller. (i) There are no liabilities or obligations Liabilities of the Transferred Company or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, Company Subsidiary that would be are required by GAAP to be reflected disclosed on the Balance Sheet or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto), other than those that (i) are reflected or reserved against on Non-CTS Liabilities (as defined in the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30Restructuring Agreement), 2012; (ii) have been incurred by the Business in the ordinary course of business consistent with past practice since September 30, 2012; 2010 or (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) other Liabilities which, individually or in the aggregate, are not, and would not be reasonably likely to be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a whole.

Financial Statements; Liabilities. (a) Section 3.6(a) of Attached to the Seller Disclosure --------------------------------- Letter as Schedule sets forth 5.6 is (i) the audited an unaudited balance sheetsheet of Seller as of ------------ December 31, 2000, (ii) an unaudited income statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and Seller for the years fiscal year ended December 31, 20092000 (the "Seller Balance Sheet Date"), 2010 (iii) an unaudited balance sheet of Seller as of June 30, 2001 and 2011 (collectivelyiv) an unaudited income statement of Seller covering the period from January 1, and with any notes thereto2001 to June 30, 2001 (collectively the “Audited Year-End "Seller Financial Statements”"). The Seller Financial Statements (i) are in accordance with the books and records of Seller, (ii) are true, correct and complete in all material respects and present fairly the unaudited balance sheetfinancial condition of Seller and the Business, statement as applicable, at the date or dates therein indicated and the results of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectivelyperiod or periods therein specified, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Financial Statements (iii) have been prepared in all material respects in accordance with GAAP GAAP, consistently applied on and in accordance with past practices of Seller. Also included in Schedule 5.6 is a consistent basis (except as may be noted therein)complete, itemized listing of all ------------ of Seller's debts, liabilities and present fairly, in all material respects, the combined financial position, combined cash flows and the combined results of operations of AER and its Subsidiaries as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 obligations known to the Audited Year-End Financial Statements. (b) There are no liabilities or obligations of the Transferred Company or its Subsidiaries Seller of any nature, whether due or not known to become due (including absolute liabilities, accrued liabilities and contingent liabilities), which sets forth in each case, the name of the creditor and the amount of such debt, liability or unknownobligation (the "Accounts Payable List"). Neither Seller nor any of its subsidiaries has any material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that would be required by GAAP to be is not reflected or reserved against in the Seller Financial Statements, except for those that may have been incurred after the Seller Balance Sheet Date in the ordinary course of Seller's and its subsidiaries' businesses, taken as a whole, those arising in connection with the Agreement and the transactions contemplated hereby and those listed on a combined balance sheet Schedule 5.6. To Seller's knowledge, there are no ------------ circumstances, conditions, events or arrangements that may reasonably be expected to hereafter give rise to any liabilities of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto)Business, other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been incurred liabilities arising in the ordinary course of business consistent with past practice since September 30, 2012; (iii) practice. There are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) individually or in the aggregate, are not, and would not reasonably be expected to be, material no liabilities relating to the Transferred Company and its Subsidiaries Assets or the BusinessBusiness Verticals for breach of contract, breach of warranty, tort or infringement not specifically disclosed in each caseSchedule 5.6 of the Seller Disclosure Letter. Since ------------ the Seller Balance Sheet Date, taken as there has been no fact or development known to Seller which could have a wholeMaterial Adverse Effect on the Business Verticals or the Assets, nor has there been any damage, destruction or loss, whether or not covered by insurance, which adversely affects the Business Verticals or the Assets.

Financial Statements; Liabilities. 5.6.1 Attached hereto as Exhibit 5.6 are the following financial statements of Springwood and SLOMC (a) Section 3.6(a) of collectively the Seller Disclosure Schedule sets forth "Financial Statements"): (i) the audited consolidated balance sheetsheet as of December 31, statement 1996 and consolidated statements of operations income, changes in stockholders' equity and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the years fiscal year ended December 31, 2009, 2010 and 2011 1996 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) "Most Recent Fiscal Year End"); and (ii) the unaudited consolidated balance sheetsheet and consolidated statements of income, statement of operations changes in stockholders, equity and statement of cash flows of AER and its Subsidiaries on a combined basis flow ("Most Recent Financial Statements") as of and for the nine five (5) months ended September 30May 31, 2011 and September 30, 2012 1997 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”"Most Recent Fiscal Month End"). The Financial Statements (including the notes thereto) have been prepared in accordance conformity with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be noted therein)throughout the periods covered thereby, are true, correct and complete, fairly present fairly, in all material respects, the combined financial position, combined cash flows position of Springwood at the dates thereof and the combined results of operations of AER Springwood and its Subsidiaries as of the respective dates thereof or SLOMC for the periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on a combined basiscovered thereby, and include all legal entities are consistent with the books and records of Springwood (which comprised AER books and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statementsrecords are materially correct and complete). (b) 5.6.2 There are no liabilities or obligations Liabilities of the Transferred Company or its Subsidiaries of any nature, Springwood and/or SLOMC (whether or not known or unknown, accruedwhether asserted or unasserted whether absolute or contingent, contingent whether accrued or otherwiseunaccrued, that would be required by GAAP whether liquidated or unliquidated, and whether due or to be reflected become due), including any liability for Taxes, and to the Knowledge of Springwood, SLOMC, and each Shareholder, there is no Basis for any present or reserved future action, suit, proceeding, hearing, investigation, charge, complaint, claims or demand against Springwood and/or SLOMC giving rise to any Liabilities), except for: (i) Liabilities set forth on a combined balance sheet the face of the Transferred Company and its Subsidiaries Most Recent Financial Statements (or disclosed rather than in the any notes thereto), other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER ; and its Subsidiaries on a combined basis as of September 30, 2012; (ii) Liabilities which have been incurred arisen after the Most Recent Fiscal Month End in the ordinary course of business consistent with past practice since September 30(none of which results from, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) individually or arises out of, relates to, is in the aggregatenature of, are notor was caused by any material breach of contract, and would not reasonably be expected to bebreach of warranty, material to the Transferred Company and its Subsidiaries tort infringement or the Business, in each case, taken as a wholeviolation of law).

Financial Statements; Liabilities. (a) Section 3.6(a) 3.05 of the Seller Disclosure Schedule sets forth forth: the (i) the audited balance sheetcombined statement of operations, statement of operations and cash flows, statement of cash flows comprehensive income and statements of AER and its Subsidiaries on a combined basis as changes in net investment of and the Business for the years ended December 31, 20092014, 2010 2013 and 2011 2012 and audited combined balance sheets of the Business as of December 31, 2014 and December 31, 2013; and (collectivelyii) unaudited combined interim statements of operations, statement of cash flows, and statement of comprehensive income, for the three months ended March 31, 2014 and March 31, 2015 and an unaudited combined balance sheet of the Business as of December 31, 2014 and March 31, 2015 (the items referred to in clause (i), with any notes thereto, being herein collectively referred to as the “Audited Year-End Financial Statements”) and ; the items referred to in clause (ii) the unaudited balance sheet), statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, being herein collectively referred to as the “Interim Financial Statements” and and, together with the Audited Year-End Financial Statements, the “Business Financial Statements”). The Audited Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein)basis, and present fairly, in all material respects, the combined financial position, combined cash flows position and the combined results of operations operations, cash flows, comprehensive income and changes in net investment of AER and its Subsidiaries the Business, as of the respective dates thereof or the periods then ended, in each case except that the Interim Financial Statements do not include footnotes that would as may be required by GAAP or normal year-end adjustmentsnoted therein. The Interim Financial Statements have been prepared in accordance with GAAP applied on a combined consistent basis, and include present fairly, in all legal entities which comprised AER material respects, the combined financial position and its Subsidiaries the combined results of operations, cash flows, and comprehensive income of the Business, as of October 1the respective date thereof or the period then ended, 2010subject to normal and recurring year-end adjustments and the absence of certain footnote disclosures, in each case except as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statementsmay be noted therein. (b) There are no liabilities or obligations Liabilities of any of the Transferred Company Entities or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet arising out of the Transferred Company and its Subsidiaries (or disclosed in conduct of the notes thereto), Business other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012Business Financial Statements or otherwise specifically disclosed in this Agreement (including in the Seller Disclosure Schedule); (ii) have been incurred in the ordinary course of business consistent with past practice of the Transferred Entities since September 30, 2012the date of the most recent balance sheet included in the Business Financial Statements; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid offoff in full; or (v) individually or in the aggregate, are not, and would not reasonably be expected to be, individually or in the aggregate, material to the Transferred Company Entities and its Subsidiaries or the Business, in each case, taken as a whole.

Financial Statements; Liabilities. (a) Section 3.6(aIncluded as Schedule 3.07(a) to the Sellers' Disclosure Schedule are true, correct and complete copies of the Seller Disclosure Schedule sets forth (i) compiled financial statements of the audited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of Company at and for the years period ended December 31May 26, 2009, 2010 and 2011 2000 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”"COMPILED FINANCIAL STATEMENTS"). The Compiled Financial Statements are complete and correct in all material respects and have been prepared in accordance with GAAP U.S. generally accepted accounting principles applied on a consistent basis ("GAAP"), except as may disclosed in the accountant's compilation report attached thereto and except that statements of stockholders' equity, cash flows and notes to financial statements, which are required under GAAP, have not been included in the Compiled Financial Statements and, as a result, information concerning the Company which would otherwise, pursuant to GAAP, be disclosed in such statements and notes was not presented, and except that the Compiled Financial Statements were prepared without liability accruals (except as specifically noted therein), and present fairly, in all material respects. Subject to the foregoing, the combined Compiled Financial Statements present fairly the financial position, combined cash flows and condition of the combined results of operations of AER and its Subsidiaries Company as of the respective dates thereof or and of the periods results of its operations for the period then ended. The balance sheet as of May 26, except that 2000 included in the Interim Compiled Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on a combined basis, is hereinafter referred to as the "BALANCE SHEET" and include all legal entities which comprised AER and its Subsidiaries the date thereof as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements"BALANCE SHEET DATE." (b) There are no liabilities or obligations As of the Transferred Closing, the Company does not have any direct or its Subsidiaries of any natureindirect liability, whether claim, loss, damage, deficiency, obligation or not responsibility, known or unknown, fixed or unfixed, cxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise, that would be whether or not required by GAAP to be reflected or reserved against set forth on a combined balance sheet of the Transferred Company and its Subsidiaries (financial statement or disclosed in the notes theretothereto in accordance with GAAP (collectively, the "LIABILITIES"), that was not set forth on Schedule 3.07(b)(1) to the Sellers' Disclosure Schedule, other than those Liabilities aggregating to less than ten thousand dollars ($10,000) ("BASKET LIABILITIES"). Said Schedule 3.07(b)(1) sets forth (x) each Liability on the Closing Date by description and amount and (y) the assumptions, and the bases therefor, used in computing each Liability set forth thereon that is an accrual. For purposes of calculating the amount, if any, of the Basket Liabilities, only Liabilities that are missing from or, subject to the immediately following sentence, understated on, said Schedule 3.07(b)(1) shall be taken into account, so that Liabilities, if any, that are overstated on said Schedule 3.07(b)(1) shall, subject to the immediately following sentence, have no offsetting or other effect on the calculation. Notwithstanding the foregoing, with respect to liability accruals which are based on estimates (as contrasted with pro rata calculations of periodic amounts which are known on the date of this Agreement, such as payroll and lease payments), any such estimated accruals which are overstated may be used to offset any such estimated accruals which are understated. Since the Balance Sheet Date, the Company has not incurred any Liabilities except for Liabilities (i) are reflected or reserved against set forth on Schedule 3.07(b)(2) to the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30Sellers' Disclosure Schedule, 2012; (ii) have been incurred pursuant to (and in accordance with the ordinary course of business consistent with past practice since September 30, 2012; terms of) a Material Contract (as defined) set forth on Schedule 3.09 to the Sellers' Disclosure Schedule or (iii) that, together with the Basket Liabilities, aggregate to less than ten thousand dollars ($10,000). (c) As of the Closing, the only unpaid legal fees, costs or expenses incurred by or on behalf of the Company are expressly contemplated by this Agreement; the fees set forth on SCHEDULE 4 (iv) have been fully discharged or paid off; or (v) individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a whole"LEGAL FEES").

Financial Statements; Liabilities. (a) Attached hereto as Section 3.6(a4.5(a) of the Seller Disclosure Schedule sets forth (i) are the audited balance sheet, statement following consolidated financial statements of operations the Company and statement of cash flows of AER and its the Subsidiaries on a combined basis as of and for the years ended December 31, 2009, 2010 and 2011 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”): (i) audited balance sheets and statements of income, shareholders’ equity and cash flows as of and for the fiscal years ended March 31, 2007, 2006 and 2005, and (ii) unaudited balance sheet and related statement of income (the “Most Recent Financial Statements”) as of and for the two months ended May 31, 2007 (the “Most Recent Fiscal Period End”). The Financial Statements (other than the Most Recent Financial Statements), including the notes thereto, have been prepared based upon the Company’s and the Subsidiaries’ books and records and are in accordance with GAAP applied on a consistent basis (except as may be noted therein)GAAP, and fairly present fairly, the consolidated financial condition of the Company and the Subsidiaries in all material respects, respects as of the combined financial position, combined cash flows dates stated and the combined consolidated results of operations of AER the Company and its the Subsidiaries as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustmentsfor such periods. The Most Recent Financial Statements have been prepared on a combined basisbased upon the Company’s and the Subsidiaries’ books and records in accordance with the Company’s accounting policies and procedures consistently applied, which, except as set forth in Section 4.5(a) of the Disclosure Schedule, are in accordance with GAAP, and include fairly present the consolidated financial condition of the Company and the Subsidiaries in all legal entities which comprised AER and its Subsidiaries material respects as of October March 31, 2007 and the results of operations of the Company and the Subsidiaries for such period, except that the Most Recent Financial Statements contain estimates of certain accruals, lack footnotes, and are subject to normal year-end adjustments (in each case, none of which would, alone or in the aggregate, be material). Section 4.5(a) of the Disclosure Schedule lists, and the Company has delivered to Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K promulgated by the Securities and Exchange Commission) effected by the Company since April 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements2006. (b) There are no liabilities or obligations Except as set forth on Section 4.5(b) of the Transferred Disclosure Schedule, neither the Company or nor any of its Subsidiaries has any material liability or obligation of any nature, whether nature except: (i) those set forth or reflected in the Most Recent Financial Statements that have not known been paid or unknown, accrued, contingent discharged since the date thereof; (ii) those arising under agreements or otherwise, that would be other commitments which are expressly described or identified on the Disclosure Schedule; (iii) those incurred since the dates of the Most Recent Financial Statements in the Ordinary Course of Business; and (iv) those not required by GAAP to be reflected or reserved against on a combined balance sheet the financial statements of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto), other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been incurred in the ordinary course of business consistent with past practice since September 30, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a wholeunder GAAP.

Financial Statements; Liabilities. (a) Except as set forth in Section 3.6(a4.3(a)(i) of the Seller Sellers’ Disclosure Schedule sets forth (i) Letter, the Company has heretofore furnished Purchaser with the consolidated audited balance sheetsheet of the Company and its Subsidiaries as of December 31, 2003, the combined statement for the Tetra Business as of December 31, 2002, and the consolidated unaudited balance sheet of the Company and its Subsidiaries as of December 31, 2004, each together with the related consolidated or combined statements of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and flow for the fiscal years ended December 31then ended. Except as set forth in Section 4.3(a)(ii) of the Sellers’ Disclosure Letter, 2009, 2010 and 2011 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Financial Statements such financial statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), IAS and present fairlyIFRS and fairly present, in all material respects, the combined consolidated financial position, combined cash flows condition and the combined results of the operations of AER the Company and its Subsidiaries and the consolidated changes in its financial position as of the respective dates thereof or and for the periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustmentsso indicated. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER consolidated unaudited balance sheet of the Company and its Subsidiaries as of October 1December 31, 20102004 is referred to herein as the “Balance Sheet” and December 31, 2004 is referred to herein as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements“Balance Sheet Date”. (b) There are no Except as set forth in Section 4.3(b) of the Sellers’ Disclosure Letter, neither the Company nor any of its Subsidiaries has any claims, obligations, liabilities or obligations of Indebtedness, except for (i) claims, obligations, liabilities or Indebtedness set forth in the Transferred Company or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (Balance Sheet or disclosed in the notes footnotes thereto), other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been claims, obligations, liabilities or Indebtedness not required under IAS or IFRS to be reflected in the Balance Sheet, that were incurred in the ordinary course of business consistent with past practice since September 30and do not, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) individually or in the aggregate, are not, and would not reasonably be expected to be, material have a Material Adverse Effect with respect to the Transferred Company. (c) Section 4.3(c) of the Sellers’ Disclosure Letter sets forth the Indebtedness of the Company and its Subsidiaries or as of the Businessdate hereof including, where applicable, amounts thereof as of the date indicated in each case, taken as a wholesuch disclosure.

Financial Statements; Liabilities. (a) Section 3.6(a) of the Seller Disclosure Schedule sets forth (i) contains the audited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the years ended December 31, 2009, 2010 and 2011 following financial statements (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) ): the combined consolidated condensed unaudited balance sheet, statement sheet and statements of operations and statement income of cash flows of AER and its Subsidiaries on a combined basis the Transferred Entities as of and for the nine months fiscal year ended September June 30, 2011 2005 and September June 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”)2006. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), and present fairly, in all material respects, the combined consolidated financial position, combined cash flows position and the combined consolidated results of operations of AER and its Subsidiaries the Transferred Entities as of the respective dates thereof or set forth therein, except that the periods then endedFinancial Statements do not include footnotes that would be required by GAAP and do not include a statement of cash flows. (b) Section 3.6(b) of the Seller Disclosure Schedule contains the following financial statements (collectively, with any notes thereto, the “Interim Financial Statements”): the combined consolidated condensed unaudited balance sheet and statements of income of the Transferred Entities as of and for the six month period ended December 31, 2006 (such balance sheet for December 31, 2006, the “Balance Sheet” and December 31, 2006, the “Balance Sheet Date”). The Interim Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), and present fairly, in all material respects, the combined consolidated financial position and the combined consolidated results of operations of the Transferred Entities as of December 31, 2006, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on and do not include a combined basis, and include all legal entities which comprised AER and its Subsidiaries as statement of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statementscash flows. (bc) There are no liabilities or obligations of the Transferred Company or its Subsidiaries Entities of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined consolidated balance sheet or the notes thereto of the Transferred Company and its Subsidiaries (or disclosed in Entities if known at the notes thereto)time, other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012Balance Sheet or otherwise set forth in this Agreement; (ii) have been incurred in the ordinary course of business consistent with past practice of the Transferred Entities since September 30, 2012the Balance Sheet Date; (iii) are permitted or expressly contemplated by this Agreement; , (iv) have been fully discharged or paid off; or , (v) individually are Excluded Liabilities or in the aggregate, are not, and (vi) would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as have a wholeMaterial Adverse Effect.

Financial Statements; Liabilities. (a) The Audited Combined Financial Statements and the Stub Period Audited Financial Statements and, if applicable, the 2003 Audited Financial Statements when delivered to Buyer pursuant to Section 3.6(a) 5.28 of this Agreement (including in each case, the Seller Disclosure Schedule sets forth notes thereto) (i) the audited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the years ended December 31, 2009, 2010 and 2011 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Financial Statements have been or (when delivered) will be, as the case may be, prepared in accordance with GAAP (x) GAAP, applied on a consistent basis during the periods involved, except for changes in accounting principles required by GAAP as expressly disclosed therein (except with attached thereto the report of PWC without qualification or exception) and (y) Regulation S-X of the Exchange Act, (ii) fairly presents, or (when delivered) will fairly present, as the case may be noted therein), and present fairlybe, in all material respects, respects the combined financial position, combined cash flows and the combined results of operations and cash flows of AER and its Subsidiaries the DTI Business, as of the respective dates thereof or and for the periods then endedpresented therein and (iii) except as disclosed in Schedule 3.5(a)(iii), except that have been, or (when delivered) will be, as the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements case may be, prepared from, and in accordance with, the books and records relating thereto, which books and records will have been prepared on a combined basis, regularly kept and include all legal entities which comprised AER maintained in accordance with DuPont's normal and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to customary practices and will have been the Audited Year-End Financial Statementsbasis for DuPont's audited financial statements. (b) There The unaudited comparative combined balance sheet and unaudited comparative combined statements of income and cash flows, in each case for the DTI Business, for the three (3) month period ended March 31, 2003 and for the three (3) and six (6) month periods ended June 30, 2003, respectively (together, the "UNAUDITED COMBINED HISTORICAL FINANCIAL STATEMENTS"), and the Unaudited Combined Interim Financial Statements, when delivered to Buyer pursuant to Section 5.28 of this Agreement (including in each case, the notes thereto) (i) have been or (when delivered) will be, as the case may be, prepared in accordance with (x) GAAP consistent with the accounting principles and practices applied in preparation of the Audited Combined Financial Statements, applied on a consistent basis for the periods involved, except for changes in accounting principles required by GAAP as expressly disclosed therein, and except for normal year-end adjustments which are no consistent in nature with adjustments made in prior years and except for the absence of footnotes to the extent permitted by Regulation S-X (with, in the case of the Unaudited Combined Historical Financial Statements and, to the extent required under Section 5.28, the Unaudited Combined Interim Financial Statements, attached thereto an associated review report of PWC under SAS 100 without exception or qualification) and (y) Regulation S-X of the Exchange Act, (ii) fairly presents or (when delivered) will fairly present, as the case may be, in all material respects the combined financial position, results of operations and cash flows of the DTI Business, as of the dates and for the periods presented therein and (iii) except as disclosed on Schedule 3.5(b)(iii), have been or (when delivered) will be, as the case may be, prepared from, and in accordance with, the books and records relating thereto, which books and records will have been regularly kept and maintained in accordance with DuPont's normal and customary practices and will have been the basis for DuPont's interim financial statements. (c) Except (i) for liabilities or obligations to the extent reflected or reserved against in the December 31, 2002 balance sheet or the notes thereto contained in the Audited Combined Financial Statements, (ii) for liabilities or obligations incurred since December 31, 2002 (x) in the ordinary course of business and consistent with past practice or (y) outside of the Transferred Company ordinary course of business consistent with past practice (A) in an amount no greater than $15 million in the aggregate prior to the date of this Agreement or its Subsidiaries (B) incurred in accordance with Section 5.1 after the date of any naturethis Agreement, whether or not known or unknown(iii) for Retained Liabilities and (iv) as otherwise set forth on Schedule 3.5(c), accrued, contingent or otherwise, that would be there were no Liabilities of a type required by under GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries DTI Business. (d) The Sellers have delivered or disclosed (at the time of delivery of the applicable financial statements) will deliver to Buyer the financial information relating to the Joint Ventures used in preparing the notes thereto)Audited Combined Financial Statements, the Unaudited Combined Historical Financial Statements, the Unaudited Combined Interim Financial Statements, the Stub Period Audited Financial Statements and, if applicable, the 2003 Audited Financial Statements, as the case may be, other than those any such information set forth on Schedule 3.5(d) as to which the Sellers, after using reasonable commercial efforts to obtain any consent required for such disclosure, are prohibited by a confidentiality agreement or otherwise from disclosing such information; PROVIDED, that DuPont shall cause the disclosing party to (x) notify Buyer that DuPont is prohibited from disclosing such information and (y) subject to such prohibition, communicate to Buyer in reasonable detail the subject matter of such information. (e) As of the date of this Agreement, other than the Assumed Notes and the Indebtedness set forth on Schedule 3.5(e)(i), the Sellers (to the extent constituting Assumed Liabilities), the DTI Companies and, to the Knowledge of DuPont, the Joint Ventures have no Indebtedness for borrowed money, including any Indebtedness of the type described in clause (i) are reflected or reserved against (ii) in the definition of "Indebtedness" in Section 1.1 or Liabilities under any guarantees of Indebtedness of third Persons except for DuPont Guarantees. Except as set forth on Schedule 3.5(e)(ii) (including, as indicated thereon by reason of a DTI Company being a general partner in a Joint Venture), all the unaudited balance sheet Joint Venture Debt is non-recourse to the DTI Companies. No Seller (other than DuPont) and no DTI Company has guaranteed any Joint Venture Debt. Except as set forth on Schedule 3.5(e)(iii), none of AER the Sellers nor any DTI Company nor, to the Knowledge, after due INQUIRY, of DuPont, any Joint Venture, is in breach of, or default under, any Joint Venture Debt which is the subject of any guarantee or similar obligation that constitutes an Assumed Liability or Joint Venture Guarantee, and, to the Knowledge of DuPont, after due INQUIRY, no event has occurred that, with or without notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration by any lender or other holder of such Joint Venture Debt (including any breach, default, termination, modification or acceleration of such Joint Venture Debt caused by a change of control of such Joint Venture or by the consummation of the transactions contemplated by this Agreement) which is the subject of any guarantee or similar obligation that constitutes an Assumed Liability or Joint Venture Guarantee; PROVIDED that the foregoing representation shall not apply to any breach or default that has been waived prior to Closing so long as such waiver is permanent (insofar as such (as opposed to any future) breach or default is concerned) and its Subsidiaries without conditions which have not been satisfied prior to Closing. Set forth on Schedule 3.5(e)(iv) is as of the date of this Agreement, a combined basis complete and accurate listing of the outstanding Assumed Notes and, for each such Assumed Note, the outstanding principal amount (as of September 30, 20122003), rate of interest, currency denomination (if and to the extent indicated thereon), borrowers and lender thereunder. (f) If the Closing has not occurred prior to December 31, 2003, the Textiles and Interiors segment of DuPont as reported in DuPont's audited financial statements (which include the DTI Business) (the "DTI SEGMENT") has disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), and DuPont has designed such disclosure controls and procedures, in each case so as to ensure that material information relating to the DTI Segment is accumulated and communicated to DuPont as appropriate to allow timely decisions regarding required disclosure of any such information in the Exchange Act reports for the DTI Segment (as if it were reporting as a separate issuer). (g) If the Closing has not occurred prior to December 31, 2003, DuPont has disclosed or will at or prior to the delivery of each of the Unaudited Combined Interim Financial Statements and the 2003 Audited Financial Statements, as applicable, pursuant to Section 5.28, disclose, based on its evaluation with respect to the most recent fiscal period covered by such financial statements, to Buyer: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect DuPont's ability to record, process, summarize and report financial information, in each case to the extent necessary for the DTI Segment (as if it were reporting as a separate issuer) to accurately certify under Section 302 of the Sarbanes Oxley Act of 2002; and (ii) have been incurred in the ordinary course of business consistent with past practice since September 30, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries Knowledge of DuPont, any fraud, whether or not material, that involves management or other employees of any of the BusinessSellers, DTI Companies or Joint Ventures, in each casecase who have a significant role in DuPont's internal control over financial reporting with respect to the DTI Segment. (h) If the Closing has not occurred prior to December 31, taken 2003, DuPont has disclosed or will at or prior to the delivery of each of the Unaudited Combined Interim Financial Statements and the 2003 Audited Financial Statements, as a wholeapplicable, disclose to Buyer any change in internal control over financial reporting with respect to the DTI Segment that occurred during the most recent fiscal period covered by such financial statements that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting with respect to the DTI Segment.

Financial Statements; Liabilities. (a) Section 3.6(a3.05(a) of the Seller Company Disclosure Schedule sets forth (collectively, the “Financial Statements”): (i) the audited balance sheetsheets of the Company, statement of operations and statement of cash flows of AER its Subsidiaries and its Excluded Subsidiaries on a combined basis as of January 2, 2018 and for the years ended December 31January 1, 20092019 (such audited balance sheet as of January 1, 2010 and 2011 (collectively, and with any notes thereto, 2019 is referred to as the “Audited Year-End Financial StatementsBalance Sheet” and the date thereof the “Audited Balance Sheet Date”) and the related audited statements of operations, members’ capital and cash flows for the year then ended; and (ii) the unaudited balance sheet, statement sheet of operations and statement of cash flows of AER and its Subsidiaries on a combined basis the Company as of and for the nine months ended September 30July 2, 2011 and September 30, 2012 2019 (collectively, and with any notes thereto, the “Interim Financial StatementsBalance Sheet” and together with the Audited Year-End date thereof the “Interim Balance Sheet Date”) and the related unaudited statements of operations, members’ capital and cash flows for the six months then ended and the comparable prior year period. The Financial Statements, including in all cases the “Financial Statements”). The Financial Statements notes and schedules thereto, if any: (1) have been prepared from, and are consistent with, the books and records of the Company, its Subsidiaries and the Excluded Subsidiaries in accordance with GAAP Accounting Principles consistently applied on a consistent basis during the periods covered thereby; (except as may be noted therein), 2) are accurate and present fairly, complete in all material respects; and (3) fairly present in all material respects the financial condition and the results of operations, the combined financial position, combined cash flows and changes in members’ capital of the combined results of operations of AER Company, its Subsidiaries and its the Excluded Subsidiaries as of the respective dates thereof or of and for the periods then ended, except that referred to in the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustmentsStatements. The Financial Statements have been prepared on a combined basis, books and include all legal entities which comprised AER records of the Company and its Subsidiaries as are accurate and complete in all material respects, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of October 1the Company, 2010its Subsidiaries and the Excluded Subsidiaries. No financial statements of any Person other than the Company, as well as certain results its Subsidiaries and the Excluded Subsidiaries are required by Accounting Principles to be included in the Financial Statements of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial StatementsCompany. (b) There are no liabilities or obligations of the Transferred Company or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred The Company and its Subsidiaries (have no material Liabilities, whether contingent or disclosed absolute, direct or indirect, or matured or unmatured, which are not shown or provided for on the Audited Balance Sheet or set forth on Section 3.05(b) of the Company Disclosure Schedule, except those Liabilities incurred in the notes thereto)Ordinary Course of Business since the Audited Balance Sheet Date or as otherwise reflected on the Interim Balance Sheet, other than those and, to the Knowledge of the Company, there is no basis for the assertion of any such Liabilities. (c) The Company and its Subsidiaries maintain accurate books and records reflecting their assets and liabilities and maintain proper and adequate internal accounting controls which provide assurance that (i) transactions are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012executed with management’s authorization; (ii) have been incurred in transactions are recorded as necessary to prepare financial statements and to maintain accountability for the ordinary course of business consistent with past practice since September 30, 2012Company’s and its Subsidiaries’ assets; (iii) are expressly contemplated by this Agreementaccess to the Company’s and its Subsidiaries’ assets is permitted only in accordance with management’s authorization; (iv) have been fully discharged or paid offthe reporting of the Company’s and its Subsidiaries’ assets is compared with existing assets at regular intervals; or and (v) individually or accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. There are no significant deficiencies, including material weaknesses, in the aggregate, are not, and would not design or operation of the internal control over financial reporting that could reasonably be expected to be, material to adversely affect the Transferred ability of the Company and or any of its Subsidiaries to initiate, authorize, record, process, or report external financial data in accordance with Accounting Principles and which would reasonably be expected to result in a Company Material Adverse Effect. To the BusinessKnowledge of the Company, there is no fraud, suspected fraud or allegation of fraud affecting the Company or any of its Subsidiaries by management of the Company or any of its Subsidiaries, employees who have significant roles in each case, taken as the Company’s or any of its Subsidiary’s internal controls or other employees of the Company or any of its Subsidiaries whose fraud could have a wholematerial effect on the Financial Statements.

Financial Statements; Liabilities. (a) Section 3.6(a) of the Seller Newpark Disclosure Schedule sets forth (i) contains the audited combined unaudited balance sheet, sheet and statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis the Transferred Entities as of and for the years fiscal year ended December 31, 2009, 2010 and 2011 2006 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Annual Financial Statements”). The Annual Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), and present fairly, in all material respects, the combined financial position, combined cash flows position and the combined results of operations of AER and its Subsidiaries the Transferred Entities as of the respective dates thereof set forth therein, except that the Annual Financial Statements do not include footnotes that would be required by GAAP and do not include a statement of cash flows. Except as set forth on Section 3.6(a) of the Newpark Disclosure Schedule, since December 31, 2006, none of the Transferred Entities has (i) made any material change in its accounting policies or (ii) effected any prior period adjustment to, or other restatement of, its financial statements for any period covered by the periods then endedAnnual Financial Statements. The Annual Financial Statements have been prepared from and are consistent in all material respects with the books and records of the Transferred Entities (which books and records are correct and complete in all material respects). (b) Section 3.6(b) of the Newpark Disclosure Schedule contains the combined unaudited balance sheet and statement of operations of the Transferred Entities as of and for the eight (8) month period ended August 31, 2007 (collectively, with any notes thereto, the “Interim Financial Statements”). The Interim Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), and present fairly, in all material respects, the combined financial position and the combined results of operations of the Transferred Entities as of August 31, 2007, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustmentsand do not include a statement of cash flows. The Interim Financial Statements have been prepared on a combined basisfrom and are consistent, in all material respects, with the financial books and include records of the Transferred Entities (which financial books and records are correct and complete in all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statementsmaterial respects). (bc) There are no liabilities or obligations of the Transferred Company or its Subsidiaries Entities of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet or the notes thereto of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto)Entities, other than those that (i) are reflected or reserved against on the unaudited respective balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012sheets included in the Interim Financial Statements; (ii) have been incurred in the ordinary course of business since August 31, 2007 consistent with past practice since September 30, 2012prior practice; or (iii) are permitted or expressly contemplated by this Agreement; . (ivd) have been fully discharged Newpark has devised and maintained, or paid off; or (v) individually or has caused the Transferred Entities to devise and maintain, systems of internal accounting controls sufficient to provide reasonable assurance that all transactions by the Transferred Entities are recorded as necessary to permit the preparation of the Transferred Entities’ financial statements in the aggregate, are notaccordance with GAAP, and would not reasonably be expected to bemaintain proper accountability for items. Notwithstanding the foregoing, material the following filings by Newpark with the SEC pursuant to the Transferred Company Securities Exchange Act of 1934, and its Subsidiaries or the Businessrules promulgated thereunder, the pertinent provisions of which are set forth in each caseSection 3.6(d) of the Newpark Disclosure Schedule, taken as a wholeset forth certain disclosures regarding Newpark’s internal controls: Amendment No. 2 to the Annual Report on Form 10-K/A for the year ended December 31, 2005; Quarterly Report on Form 10-Q for the quarterly periods ending March 31, 2006, June 30, 2006 and September 30, 2006; Annual Report on Form 10-K for the year ended December 31, 2006; and Quarterly Report on Form 10-Q for the quarterly periods ending March 31, 2007 and June 30, 2007.

Financial Statements; Liabilities. (a) Section 3.6(a2.6(a) of the Seller Disclosure Schedule sets forth (i) the audited unaudited balance sheetsheets of Seller as of December 31, statement 2022 and 2023 (the balance sheet as of December 31, 2023, the “2023 Balance Sheet”), (ii) the unaudited balance sheet of Seller as of March 31, 2024 (the “Reference Balance Sheet”), (iii) the unaudited statements of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and Seller for the years ended December 31, 20092022 and 2023, 2010 (iv) the unaudited statements of operations and 2011 cash flows of Seller for the three months ended March 31, 2024 (collectivelythe balance sheets and statements of operations and cash flows referred to in clauses (i) and (iii) above, and together with any notes thereto, being collectively referred to as the “Audited Year-End Annual Financial Statements”; the balance sheets and statements of operations and cash flows referred to in clauses (ii) and (iiiv) the unaudited balance sheetabove, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and together with any notes thereto, being collectively referred to as the “Interim Financial Statements” ”; and together with the Audited Year-End Annual Financial Statements, Statements and the Interim Financial Statements being collectively referred to as the “Financial Statements”). The Except as set forth on Section 2.6(a) of the Seller Disclosure Schedule, the Interim Financial Statements have been prepared on the same basis as the Annual Financial Statements. Except as set forth in Section 2.6(a), the Financial Statements have been derived from the books and records of Seller, were prepared in accordance with GAAP, have been prepared in accordance with GAAP the historical accounting principles of Seller applied on a consistent basis (except as may be set forth in the notes thereto or as otherwise noted therein), and present fairly, in all material respects, the combined financial position, combined cash flows position and the combined results of operations and cash flows of AER and its Subsidiaries Seller as of the respective dates thereof or for the periods then endedended (subject, except that in the case of the Interim Financial Statements do not include footnotes that would be required by GAAP or Statements, to the absence of notes and normal year-end adjustments. The Financial Statements , the effect of which adjustments have not been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statementswill not be material). (b) There are no liabilities or obligations of the Transferred Company or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto), other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been incurred in the ordinary course of business consistent with past practice since September 30, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a whole.

Financial Statements; Liabilities. (a) Section 3.6(a) Sellers have heretofore furnished Purchaser with the consolidated unaudited balance sheets of the Seller Disclosure Schedule sets forth (i) EDP Business as of December 31, 2004, and as of March 31, 2005, together with the audited balance sheet, statement related consolidated unaudited statements of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the years year ended December 31, 20092004 and the three-month period ended March 31, 2010 2005. Except as set forth in Section 4.3(a) of the Sellers’ Disclosure Letter, such financial statements (i) have been prepared in accordance with the books and 2011 (collectivelyrecords of the EDP Business, and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods covered thereby and (except as may be noted therein), and iii) fairly present fairly, in all material respects, respects the combined consolidated financial position, combined cash flows condition and the combined results of the operations of AER and its Subsidiaries the EDP Business as of the respective dates thereof or and for the periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustmentsso indicated. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries unaudited balance sheet of the EDP Business as of October 1March 31, 20102005 is referred to herein as the “Balance Sheet” and December 31, 2004 is referred to herein as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements“Balance Sheet Date.” (b) There are no liabilities or obligations Except as set forth in Section 4.3(b) of the Transferred Company Sellers’ Disclosure Letter, as of the date hereof, neither the EDP Companies nor Quintiles Asia (solely with respect to the EDP Asia Business) has any claims, obligations or its Subsidiaries of any nature, liabilities (whether or not known or unknown, accrued, contingent contingent, unliquidated, absolute, determined, determinable or otherwise), that would be except for (x) claims, obligations or liabilities set forth in the Balance Sheet or disclosed in any footnotes thereto, (y) claims, obligations or liabilities not required by under GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto)Balance Sheet and (z) claims, other than those that (i) are reflected obligations or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2012; (iii) are expressly contemplated by this Agreement; (iv) that do not have been fully discharged or paid off; or (v) individually or in a Material Adverse Effect on the aggregate, are not, EDP Companies and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the EDP Asia Business, in each case, taken as a whole.

Financial Statements; Liabilities. (a) Section 3.6(a) of the Seller Disclosure Schedule sets forth The (i) audited consolidated financial statements of the audited balance sheet, statement of operations and statement of cash flows of AER and Company included in the Company’s Annual Reports on Form 10-K for its Subsidiaries on a combined basis as of and for the fiscal years ended December 31June 30, 20092003 and June 30, 2010 and 2011 2002 (collectively, and with any notes thereto, the “Audited YearCompany 10-End Financial StatementsKs”) and (ii) unaudited consolidated financial statements of the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries Company included in the Company’s Quarterly Reports on a combined basis as of and Form 10-Q for the nine months fiscal quarters ended September 30, 2011 2003 and September 30December 31, 2012 2003 all fairly present in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with United States generally accepted accounting principles, consistently applied (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial StatementsGAAP”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis ) (except as may be noted thereinindicated in the notes thereto), and present fairlysubject, in all material respectsthe case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the combined consolidated financial position, combined cash flows and position of the combined results of operations of AER Company and its Subsidiaries as of the respective dates thereof or and their consolidated results of operations and changes in financial position for the respective periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements. (b) There are no liabilities or obligations of the Transferred Company or its Subsidiaries any Company Subsidiary of any naturekind whatsoever, whether or not known or unknown, asserted or unasserted, accrued, contingent contingent, absolute, determined, determinable or otherwise, that would be in each case, other than: (i) liabilities or obligations disclosed or provided for in the Company’s consolidated balance sheet included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2003 (including the notes thereto, the “Company Balance Sheet”); (ii) liabilities or obligations existing as of December 31, 2003 and not required by GAAP to be reflected disclosed or reserved against on a combined balance sheet provided for in the Company Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) since December 31, 2003, ordinary course obligations of the Transferred Company and its Subsidiaries (or disclosed in under the notes thereto)agreements, other than those that (i) contracts, leases and licenses to which they are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012party; (ii) have been incurred in the ordinary course of business consistent with past practice since September 30, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or and (v) other liabilities or obligations incurred since December 31, 2003 which, individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred have a Company and its Subsidiaries or the Business, in each case, taken as a wholeMaterial Adverse Effect.

Financial Statements; Liabilities. (a) Section 3.6(a3.5(a) of the Seller Company Disclosure Schedule sets forth the following financial statements: (i) the audited consolidated balance sheetsheets of Seller, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of December 31, 2022 and December 31, 2023; (ii) the audited consolidated statements of operations, comprehensive income and members’ equity of Seller for the years ended December 31, 20092022 and December 31, 2010 2023; (iii) the unaudited consolidated balance sheet of Seller as of December 31, 2024 and 2011 (collectivelyiv) the unaudited consolidated statement of operations of Seller for the twelve months ended December 31, and 2024 (the items referred to in clauses (i) through (iv), with any notes thereto, being herein collectively referred to as the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, items referred to in clauses (iii) through (iv) being herein collectively referred to as the “Interim Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), applied on a consistent basis throughout the period involved, from the books and records of the Alkali Group, and present fairly, in all material respects, the combined financial position, combined cash flows position and the combined results of operations of AER and its Subsidiaries the Alkali Group as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements do not include footnotes that would may be required by GAAP or subject to normal and recurring year-end adjustmentsadjustments and do not contain all footnotes and other presentation items required under GAAP, none of which is material. The Notwithstanding the Company’s representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statements, the Business has not operated as a separate stand-alone entity of Seller, instead the Business has been reported within Seller Parent’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; and the Financial Statements have been prepared in good faith from Seller Parent’s historical accounting records and are presented on a combined stand-alone basis. Seller is does not have any assets or operations, other than holding the equity in the Company. The Financial Statements do not include or reflect any assets of Seller, other than the equity Seller holds in the Company and include all legal entities which comprised AER and its Subsidiaries as the indirect ownership of October 1, 2010, as well as certain results the assets of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial StatementsAlkali Group by virtue of such ownership. (b) There are no liabilities or obligations of the Transferred Company or its Subsidiaries Alkali Group of any nature, whether or not known or unknown, accrued, contingent or otherwise, otherwise that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto)Alkali Group, other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30Financial Statements, 2012; (ii) have been incurred in the ordinary course of business consistent with past practice since September 30the date of the most recent balance sheet included in the Financial Statements, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully will be discharged or paid off; off prior to or at the Closing, or (viv) individually or in the aggregate, are not, have not had and would not reasonably be expected to behave, material individually or in the aggregate, a Material Adverse Effect. No member of the Alkali Group has any liabilities other than liabilities of the Business. Except as disclosed on Section 3.5 of the Company Disclosure Schedule, there are no Contracts or arrangements governing the withdrawal of any former member of ANSAC who withdrew from ANSAC any time after January 1, 2022. (c) Subject to the Transferred last sentence of Section 3.5(a), the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) all material information concerning the Alkali Group is made known on a timely basis to the individuals responsible for the preparation of the Financial Statements and (ii) transactions have been recorded as necessary to permit the preparation of the Financial Statements in conformity with GAAP. Except as set forth on Section 3.5(c) of the Company Disclosure Schedule, neither Company nor, to the Knowledge of the Company, the Company’s independent accountants have, since December 31, 2022, identified or been made aware of (i) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by any member of the Alkali Group, (ii) any illegal act or fraud, whether or not material, that involves the management of the Company or any of its Subsidiaries, or (iii) any claim or allegation regarding any of the foregoing. Neither the Company nor any of its Subsidiaries maintains off-the-book accounts or more than one set of books, records or accounts. (d) The Parties understand and agree that no representation or warranty is made by the BusinessCompany in respect of any estimates or financial projections, in each case, taken as a wholeplans or budgets of the Alkali Group.

Financial Statements; Liabilities. (a) Section 3.6(a) of the Seller Disclosure Schedule sets forth The (i) audited consolidated financial statements of the audited balance sheet, statement of operations and statement of cash flows of AER and Company included in the Company’s Annual Reports on Form 10-K for its Subsidiaries on a combined basis as of and for the fiscal years ended December October 31, 20092004 and October 31, 2010 and 2011 2003 (collectively, and with any notes thereto, the “Audited YearCompany 10-End Financial StatementsKs”) and (ii) unaudited consolidated financial statements of the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries Company included in the Company’s Quarterly Reports on a combined basis as of and Form 10-Q for the nine months fiscal quarters ended September January 1, 2005, April 30, 2011 2005 and September 30July 31, 2012 2005 fairly present in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with United States generally accepted accounting principles, consistently applied (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial StatementsGAAP”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis ) (except as may be noted thereinindicated in the notes thereto), and present fairlysubject, in all material respectsthe case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the combined consolidated financial position, combined cash flows and position of the combined results of operations of AER Company and its Subsidiaries as of the respective dates thereof or and their consolidated results of operations and changes in financial position for the respective periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 Back to the Audited Year-End Financial Statements.Contents (b) There Except as set forth in Section 3.8(b) of the Company Disclosure Schedule, there are no liabilities or obligations of the Transferred Company or its Subsidiaries any Company Subsidiary of any naturekind whatsoever, whether or not known or unknown, asserted or unasserted, accrued, contingent contingent, absolute, determined, determinable or otherwise, that would be in each case, other than: (i) liabilities or obligations disclosed or provided for in the Company’s consolidated balance sheet included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2005 (including the notes thereto, the “Company Balance Sheet”); (ii) liabilities or obligations existing as of July 31, 2005 and not required by GAAP to be reflected disclosed or reserved against on a combined balance sheet provided for in the Company Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of the Transferred Company and its Subsidiaries (or disclosed in incurred since July 31, 2005 under the notes thereto)agreements, other than those that (i) contracts, leases, and licenses to which they are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012party; (ii) have been incurred in the ordinary course of business consistent with past practice since September 30, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or and (v) other liabilities or obligations incurred since July 31, 2005 which, individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred have a Company and its Subsidiaries or the Business, in each case, taken as a wholeMaterial Adverse Effect.

Financial Statements; Liabilities. (a) Section 3.6(a) 3.5 of the Seller Disclosure Schedule sets forth forth: (i) the audited balance sheet, unaudited performance profit and loss statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and the Business for the years year ended December 31, 20092015 and the unaudited statement of investment responsibility of the Business as of December 31, 2010 and 2011 (collectively2015, and (ii) the unaudited interim performance profit and loss statement of the Business for the six months ended June 30, 2016 and the unaudited statement of investment responsibility of the Business as of June 30, 2016 (together with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Business Financial Statements”). The Business Financial Statements (i) have been prepared on a performance basis consistent with Seller’s accounting policies, which such accounting policies are in accordance with GAAP applied on a consistent basis (except as may be noted therein)GAAP, and Seller’s internal management reporting policies and procedures and (ii) have been prepared from the books and records related to the Business and (iii) present fairly, fairly in all material respects, respects the combined financial position, combined cash flows position and the combined results of operations of AER and its Subsidiaries the Business as of the respective dates thereof or date, and for the periods then endedreferenced, except in such Business Financial Statements, subject to normal and recurring year-end adjustments in the case of the unaudited performance profit and loss statement of the Business for the six months ended June 30, 2016 and the unaudited statement of investment responsibility of the Business as of June 30, 2016; provided, that the Interim Business Financial Statements and the foregoing representations and warranties are qualified by the fact that the Business has not operated as a separate standalone entity and therefore the Business Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on all of the costs necessary for the Business to operate as a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statementsseparate standalone entity. (b) There are no liabilities or obligations material Liabilities of the Transferred Company or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, Entities that would be required by GAAP to be reflected or reserved against on a combined balance sheet statement of investment responsibility of the Transferred Company Business prepared on a performance basis in accordance with Seller’s accounting policies, which such accounting policies are in accordance with GAAP, and its Subsidiaries (or disclosed in the notes thereto)Seller’s internal management reporting policies and procedures, other than those that (i) are reflected or reserved against on the unaudited balance sheet Business Financial Statements or reflected in the calculation of AER and its Subsidiaries on a combined basis as of September 30, 2012Working Capital or Indebtedness; (ii) have been incurred in the ordinary course of business consistent with past practice since September 30, 2012the date of the most recent statement of investment responsibility included in the Business Financial Statements; (iii) are expressly contemplated by this Agreement; or (iv) have been fully discharged or paid off; or (v) individually or in the aggregate, are not, and would not reasonably be expected to be, material off prior to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a wholeClosing.

Financial Statements; Liabilities. (ai) Section 3.6(a3.5(a)(i) of the Seller Parent Disclosure Schedule sets forth (i) the audited balance sheet, combined statement of operations and operations, combined statement of comprehensive income, combined statements of cash flows flows, in each case, of AER and its Subsidiaries on a combined basis as of and the Business for the years ended December 31, 20092021 and 2022 and the audited combined balance sheet of the Business as of December 31, 2010 2021 and 2011 2022 (collectively, and together with any notes thereto, the “Business Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Interim Financial StatementsData (as defined below), the “Business Financial Statements”). The With the exception of the procedures detailed within Section 3.5(a)(iii), the Business Financial Statements have been (A) were prepared in accordance with GAAP applied on a consistent basis and (except as may be noted therein), and B) present fairly, in all material respects, the combined financial position, combined cash flows position and the combined results of operations of AER and its Subsidiaries the Business, as of the respective dates thereof or the periods then ended, in each case except as may be noted therein. (ii) Section 3.5(a)(ii) of the Parent Disclosure Schedule sets forth certain financial data of the Business for the nine-month period ended September 30, 2023 (the “Interim Financial Data”). The Interim Financial Data were extracted from the underlying books and records of Parent, which are prepared in accordance with GAAP, as of September 30, 2023, using the same principles, methodology, and practices used to extract the underlying data that were used to prepare the Business Audited Financial Statements. (iii) The Business Financial Statements and the foregoing representations and warranties are qualified by the fact that (A) the Business has not operated on a standalone basis and has historically been reported within Parent’s consolidated financial statements, (B) the Business Financial Statements assume certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis, and (C) the Interim Financial Statements do Data (i) were not include footnotes that would be required by GAAP subject to an audit or any year-end close process with normal year-end adjustments. The Financial Statements have been prepared adjustments (such as tax computations, intercompany eliminations), (ii) were calculated on the following basis: (A) balances were calculated on a combined constant currency basis; (B) without reflecting corporate overlay adjustments in respect of leases, asset retirement obligations, IBNR, audit, stock compensation, restructuring accruals and include all legal entities which comprised AER and its Subsidiaries (C) do not reflect certain adjustments related to different bases of financial reporting required as a result of October 1, 2010, the carve out accounting (such as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statementsgoodwill). (b) There are no liabilities or obligations of the Transferred Company or its Subsidiaries Entities of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto)Business, other than those that (i) are reflected or adequately reserved against on the unaudited balance sheet Business Audited Financial Statements or reflected in the determination of AER and its Subsidiaries on a combined basis as of September 30, 2012Working Capital or Net Indebtedness; (ii) have been incurred in the ordinary course of business consistent with past practice since September 30, 20122023; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; (iv) constitute Carrier Liabilities; or (v) would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. (c) Parent has established and maintains a system of internal accounting controls sufficient to provide reasonable assurance that, with respect to the Business and the Transferred Entities, transactions are notrecorded as necessary to permit preparation of the Business Financial Statements in conformity with GAAP, and except for any deficiency that, individually or in the aggregate, would not reasonably be expected to be, be material to the Business and the Transferred Company and its Subsidiaries or the Business, in each caseEntities, taken as a whole. (d) Parent has, and does not have any reason to believe that it will not have available at the applicable time, sufficient immediately available funds and the financial ability to satisfy and perform its obligations under this Agreement and the Ancillary Agreements.

Financial Statements; Liabilities. (a) Section 3.6(a) The consolidated balance sheet of APHI and its consolidated Subsidiaries as of December 31, 1996 and 1995, and the Seller Disclosure Schedule sets forth related consolidated statements of operations, common stockholders' equity (i) the audited balance sheetdeficit), statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the years then ended December 31, 2009, 2010 and 2011 (collectively, and with any including the related notes thereto, ) accompanied by the “Audited Year-End Financial Statements”report of KPMG Peat Marwick LLP previously delivered to Refraco and attached hereto as Section 4.6(a)(i) to the APHI Disclosure Schedule and (ii) the unaudited consolidated balance sheet, statement sheet of operations and statement of cash flows of AER APHI and its consolidated Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively1997, and with any the related consolidated statements of operations, common stockholders' equity (deficit), and cash flows for the nine-month period then ended, certified by the principal financial and accounting officer of APHI (including the related notes thereto, ) previously delivered to Refraco and attached hereto as Section 4.6(a)(ii) to the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Financial Statements APHI Disclosure Schedule have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be noted therein), and present fairly, in all material respects, the combined financial position, combined cash flows and the combined results of operations of AER and its Subsidiaries as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements. (b) There are no liabilities or obligations of the Transferred Company or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed indicated in the notes thereto), other than those and fairly present the consolidated financial position of APHI and its consolidated Subsidiaries as at the date thereof and the consolidated results of its operations and changes in financial position for the period indicated, except that (i) are reflected or reserved against on the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. The unaudited pro forma consolidated balance sheet of AER APHI and its consolidated Subsidiaries on a combined basis (excluding the AM Division) as of September 30, 2012; 1997, and the related consolidated statements of operations, common stockholders' equity (deficit), and cash flows for the nine-month period then ended, certified by the principal financial and accounting officer of APHI (including the related notes thereto) previously delivered to Refraco and attached hereto as Section 4.6(a)(iii) to the APHI Disclosure Schedule have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and fairly present the consolidated financial position of APHI and its consolidated Subsidiaries (excluding the AM Division) as at the date thereof and the consolidated results of its operations and changes in financial position for the period indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. (b) Neither APHI nor any Subsidiary thereof has any liability or obligation of any nature whatsoever of the type required to be set forth on the balance sheet of APHI (including the notes thereto) in accordance with generally accepted accounting principles, consistently applied (whether known or unknown, due or to become due, accrued, fixed, contingent, liquidated, unliquidated, or otherwise), other than liabilities and obligations (i) which are reflected in the consolidated balance sheet of APHI and its consolidated Subsidiaries as of December 31, 1996 or reflected in the notes thereto, (ii) have been incurred which arose in the ordinary course of business consistent with past practice since September 30December 31, 2012; 1996 and do not and will not cause an APHI Threshold Expenditure, or (iii) are expressly contemplated by this Agreement; (ivset forth in Section 4.6(b) have been fully discharged or paid off; or (v) individually or in of the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a wholeAPHI Disclosure Schedule.

Financial Statements; Liabilities. (a) Section 3.6(a) The audited consolidated balance sheet as of December 31, 2004 and the Seller Disclosure Schedule sets forth (i) unaudited consolidated balance sheets as of June 30, 2005 and the related audited balance sheet, statement and unaudited consolidated statements of operations income and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the years periods then ended December 31, 2009, 2010 and 2011 (including the notes thereto) attached as Exhibit E-1 hereto (collectively, and with any notes thereto, the “Audited Year-End "Brookdale Financial Statements”") and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), throughout the periods covered thereby without modification of the accounting principles used in the preparation thereof and present fairly, fairly in all material respects, respects the combined consolidated financial position, combined cash flows and the combined results condition of operations of AER Brookdale and its Subsidiaries as of the such respective dates thereof or and the periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on a combined basis, results of operations and include all legal entities which comprised AER cash flows of Brookdale and its Subsidiaries as of October 1for such periods. Brookdale, 2010together with its Subsidiaries, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements. (b) There are no does not have any material liabilities or obligations of the Transferred Company or its Subsidiaries of any nature, indebtedness (whether or not known or unknown, accrued, contingent or otherwise, that would be required by under GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto), ) or obligations of any kind other than those that (i) are specifically reflected or on and fully reserved against on in the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30Brookdale Financial Statements, 2012; or (ii) have been incurred in the ordinary course of business consistent with past practice since September June 30, 2012; 2005. (iiib) are expressly contemplated by this Agreement; The audited consolidated balance sheets as of December 31, 2004 and the unaudited consolidated balance sheets as of June 30, 2005 and the related audited and unaudited consolidated statements of income and of cash flows for the periods then ended (ivincluding the notes thereto) attached as Exhibit E-2 hereto (collectively, the "FEBC-ALT Financial Statements") have been fully discharged or paid off; or (v) individually or prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby without modification of the accounting principles used in the aggregate, are not, preparation thereof and would not reasonably be expected to be, present fairly in all material to respects the Transferred Company consolidated financial condition of FEBC-ALT and its Subsidiaries as of such respective dates and the results of operations and cash flows of FEBC-ALT and its Subsidiaries s for such periods. FEBC-ALT, together with its Subsidiaries, does not have any material liabilities or indebtedness (whether or not required under GAAP to be reflected on a balance sheet or the Businessnotes thereto) or obligations of any kind other than those (i) specifically reflected on and fully reserved against in the FEBC-ALT Financial Statements, or (ii) incurred in each casethe ordinary course of business consistent with past practice since June 30, taken 2005. (c) The unaudited balance sheet as of June 30, 2005 and the unaudited statement of operating revenue and expenses for the period from April 6, 2005 through June 30, 2005 attached as Exhibit E-3 hereto (collectively, the "Fortress CCRC Financial Statements" and together with the Brookdale Financial Statements and the FEBC-ALT Financial Statements, the "Financial Statements") have been prepared in accordance with GAAP applied on a wholeconsistent basis throughout the periods covered thereby without modification of the accounting principles used in the preparation thereof and present fairly in all material respects the consolidated financial condition of Fortress CCRC and its Subsidiaries as of such respective dates and the results of operations and cash flows of Fortress CCRC and its Subsidiaries for such periods. Fortress CCRC, together with its Subsidiaries, does not have any material liabilities or indebtedness (whether or not required under GAAP to be reflected on a balance sheet or the notes thereto) or obligations of any kind other than those (i) specifically reflected on and fully reserved against in the Fortress CCRC Financial Statements, or (ii) incurred in the ordinary course of business consistent with past practice since June 30, 2005.

Financial Statements; Liabilities. (a) Section 3.6(a2.6(a) of the Seller Disclosure Schedule sets forth (i) the audited balance sheetsheets of Seller as of December 31, statement 2011 and 2012 (the audited balance sheet as of December 31, 2012, the “Audited 2012 Balance Sheet”), (ii) the unaudited balance sheet of Seller as of September 30, 2013 (the “Reference Balance Sheet”), (iii) the audited statements of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and Seller for the years ended December 31, 20092011 and 2012, 2010 and 2011 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (iiiv) the unaudited balance sheet, statement statements of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and Seller for the nine months ended September 30, 2011 2013 (the balance sheets and September 30statements of operations and cash flows referred to in clauses (i) and (iii) above, 2012 (collectively, and together with any notes thereto, being collectively referred to as the “Annual Financial Statements”; the balance sheets and statements of operations and cash flows referred to in clauses (ii) and (iv) above, together with any notes thereto, being collectively referred to as the “Interim Financial Statements” ”; and together with the Audited Year-End Annual Financial Statements, Statements and the Interim Financial Statements being collectively referred to as the “Financial Statements”). Except as set forth on Section 2.6(a) of the Seller Disclosure Statement, the Interim Financial Statements have been prepared on the same basis as the Annual Financial Statements. The Financial Statements have been derived from the books and records of Seller, have been prepared in accordance with GAAP applied on a consistent basis (except as may be set forth in the notes thereto or as otherwise noted therein), and present fairly, in all material respects, the combined financial position, combined cash flows position and the combined results of operations and cash flows of AER and its Subsidiaries Seller as of the respective dates thereof or for the periods then endedended (subject, except that in the Interim case of the unaudited Financial Statements do not include footnotes that would be required by GAAP or Statements, to the absence of notes and normal year-end adjustments. The Financial Statements , the effect of which adjustments have not been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statementswill not be material). (b) There are no liabilities or obligations of the Transferred Company Seller required to be recorded or its Subsidiaries disclosed under GAAP of any naturenature or type, whether or not known or unknownabsolute, accrued, contingent or otherwise, that would be required by GAAP other than as and only to be the extent reflected or reserved against on a combined balance sheet in the Financial Statements. (c) Seller has no current intention to correct or restate, and to the Knowledge of Seller, there is not any basis to correct or restate any of the Transferred Company and Financial Statements. Seller has not had any disagreement with any of its Subsidiaries (auditors regarding material accounting matters or disclosed in policies during the notes thereto), other than those that (i) are reflected past full fiscal year or reserved against on during the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been incurred in the ordinary course of business consistent with past practice since September 30, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a wholecurrent fiscal year-to-date.

Financial Statements; Liabilities. (a) Section 3.6(a) The Company has provided to Parent the audited consolidated balance sheets of the Seller Disclosure Schedule sets forth (i) Company and the Subsidiary as of, and the audited balance sheetconsolidated statements of operations, statement of operations and statement of cash flows and stockholders’ equity of AER the Company and its Subsidiaries on a combined basis as of and the Subsidiary for the fiscal years ended December 31ended, 2009April 30, 2010 2005, 2006 and 2011 2007, together with the notes thereto and the opinions of Xxxxxx & Kliegman LLP thereon (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes theretorespect to the fiscal year ended April 30, 2007, the “Interim Financial Statements” and together with the Fiscal 2007 Audited Year-End Financial Statements, the “Financial Statements”). The Audited Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein)from the Books and Records of the Company and the Subsidiary, and present fairlypresent, fairly in all material respects, in conformity with GAAP, the combined assets, liabilities, income, losses, stockholders’ equity, financial positioncondition, combined results of operations and cash flows of the Company and the Subsidiary on a consolidated basis for the periods and dates covered thereby. (b) The Company has provided to Parent the consolidated balance sheets of the Company and the Subsidiary as of, and the related consolidated statements of operations, cash flows and stockholders’ equity, for the combined results of operations of AER and its Subsidiaries as of three months ended July 31, 2007 (the respective dates thereof or the periods then ended, except that the “Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustmentsStatements”). The Interim Financial Statements have been prepared from the Books and Records of the Company and the Subsidiary, and present fairly in all material respects, in conformity with GAAP, the assets, liabilities, income, losses, stockholders’ equity financial condition, results of operations and cash flows of the Company and the Subsidiary on a combined basis, consolidated basis for the periods and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statementsdates covered thereby. (bc) There are no Except as set forth in the Company Disclosure Letter, as of the date hereof, neither the Company nor the Subsidiary has any direct or indirect liabilities or obligations of the Transferred Company or its Subsidiaries of any naturekind, whether or not known or unknownabsolute, accrued, asserted or unasserted, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company except liabilities, obligations and its Subsidiaries (or disclosed in the notes thereto)contingencies, other than those that (i) are reflected on or accrued or reserved against on in the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30Interim Financial Statements, 2012; or reflected in any notes thereto or (ii) were incurred since July 31, 2007 in the ordinary course of business, consistent with past practice and the terms and conditions of this Agreement and are of the same character, type and magnitude as were incurred by the Company or the Subsidiary in the past. The reserves reflected in the Fiscal 2007 Audited Financial Statements and the Interim Financial Statements are adequate, appropriate and reasonable and have been calculated in a consistent manner. (d) Except as set forth in the Company Disclosure Letter, as of the Closing Time, neither the Company nor the Subsidiary will have any direct or indirect liabilities or obligations of any kind, whether absolute, accrued, asserted or unasserted, contingent or otherwise, except liabilities, obligations and contingencies that (i) have been reflected on or accrued or reserved against in the Interim Financial Statements, or reflected in any notes thereto, or (ii) were incurred since July 31, 2007 in the ordinary course of business consistent with past practice since September 30and the terms and conditions of this Agreement and are of the same character, 2012; (iii) type and magnitude as were incurred by the Company or the Subsidiary in the past. The reserves reflected in the Interim Financial Statements are expressly contemplated by this Agreement; (iv) adequate, appropriate and reasonable and have been fully discharged or paid off; or (v) individually or calculated in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a wholeconsistent manner.

Financial Statements; Liabilities. (a) Section 3.6(a) 3.5 of the Seller Disclosure Schedule sets forth forth: (i) the audited combined statements of operations, statements of comprehensive (loss) income, cash flows and stockholder’s equity and net parent equity of the Business for the period from March 22, 2017 to December 30, 2017, the year ended December 29, 2018 and the predecessor period from January 1, 2017 to March 21, 2017, and the audited combined balance sheetsheets of the Business as of December 30, 2017 and December 29, 2018, and (ii) the unaudited combined interim statement of operations of the Business for the nine months ended September 28, 2019, and statement the unaudited combined balance sheet of cash flows of AER and its Subsidiaries on a combined basis the Business as of and for the years ended December 31September 28, 2009, 2010 and 2011 2019 (collectively, and together with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Business Financial Statements”). The Business Financial Statements have been (x) were prepared in accordance with GAAP consistently applied on a consistent basis (throughout the periods involved, except as may be otherwise noted therein)therein or as set forth in Section 3.5 of the Seller Disclosure Schedule, and (y) present fairly, in all material respects, the combined financial position, combined cash flows position and the combined results of operations of AER the Transferred Entities and its Subsidiaries the Business, as of the respective dates thereof or the periods then ended, in each case except that as may be noted therein and, with respect to the Interim Financial Statements do not include footnotes that would be required by GAAP or unaudited financial statements as of September 28, 2019, subject to normal and recurring year-end adjustments. The adjustments none of which would be material, whether individually or in the aggregate, and the absence of footnote disclosures, none of which if presented would materially differ from those presented in the audited Business Financial Statements; provided, that the Business Financial Statements have been prepared and the foregoing representations and warranties are qualified by the fact that (A) the Business has not operated on a separate standalone basis and historically has not been separately reported within Parent’s combined financial statements, (B) the Business Financial Statements assume certain allocated charges which do not necessarily reflect amounts that would have resulted from arms-length transactions or that the Business would incur on a standalone basis, and include all legal entities which comprised AER and its Subsidiaries as (C) the Business Financial Statements are not necessarily indicative of October 1, 2010, as well as certain what the results of CILCORPoperations, Inc., as further explained financial position and cash flows of the Business or the Transferred Entities will be in Note 1 to the Audited Year-End Financial Statementsfuture. (b) There are no liabilities or obligations material Liabilities of the Transferred Company Business or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto), Entities other than those that (i) are specifically reflected or and reserved against on in the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012Business Financial Statements; (ii) have been incurred in the ordinary course of business consistent with past practice since September 3028, 20122019; (iii) are expressly contemplated by this Agreementhave been discharged or paid off in full; (iv) have been fully discharged or paid offconstitute Excluded Liabilities; or (v) individually or are disclosed in the aggregateSeller Disclosure Schedule. (c) Parent, are not, and would not reasonably be expected to be, material with respect to the Transferred Company Entities, maintains books and its Subsidiaries records reflecting their assets and Liabilities that are accurate in all material respects, and systems of internal accounting controls that are designed to provide reasonable assurance in all material respects that: (i) transactions are executed with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of their financial statements; and (iii) access to their assets is permitted only in accordance with management’s general or specific authorization, it being understood that Parent’s policies and procedures are designed and implemented giving effect to Parent’s entire business and therefore levels of materiality and other determinations made with respect to Parent may not be the Business, in each case, taken same as if the Business were operated on a wholestandalone basis.

Financial Statements; Liabilities. (a) Section 3.6(aSchedule 3.04(a) --------------------------------- sets forth the unaudited statement of financial position of the Seller Disclosure Schedule sets forth Business (iother than the Excluded Brainerd Assets) (the audited balance sheet"Balance Sheet") at November 30, 2001 ------------- and the unaudited statement of operations financial position and statement the related unaudited statements of operations, shareholders' equity and cash flows of AER and its Subsidiaries on a combined basis as of and for the years ended Business at December 31, 20092001 and December 31, 2010 2000 and 2011 for each of the years then ended (collectively, and with any notes theretothe Balance Sheet, the “Audited Year-End "Financial Statements”) and (ii) "; the unaudited balance sheet, -------------------- statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis financial position at December 31, 2001 is referred to herein as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and "December Balance Sheet"). Except as set forth in Schedule 3.04(a) with any notes thereto---------------------- respect to the Balance Sheet, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Financial Statements have been and the Audited Financial Statements (as defined in Section 5.25), to the extent delivered at or prior to Closing, will be prepared in accordance conformity with GAAP consistently applied on a consistent basis (except in each case as may be noted therein), and present fairlydescribed in the notes thereto and, in all material respectsthe case of the Balance Sheet, except for the combined absence of notes thereto and subject to normal recurring year-end adjustments) and on that basis fairly present the financial position, combined cash flows position and the combined results of operations of AER and its Subsidiaries the Business (other than the Excluded Brainerd Assets in the case of the Balance Sheet) as of the respective dates thereof or and for the respective periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statementsindicated therein. (b) There are no The Business does not have any liabilities or obligations of the Transferred Company or its Subsidiaries of any nature, nature (whether or not known or unknown, accrued, contingent absolute, contingent, unasserted or otherwise), that would be required by GAAP to be except (i) as reflected or reserved against on a combined balance sheet of in the Transferred Company December Balance Sheet and its Subsidiaries (or disclosed in the notes thereto), other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been for items set forth in Schedule 3.04(b), (iii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2012; the date of the December Balance Sheet and not in violation of this Agreement and which either (iiix) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; included in the calculation of Closing Net Assets or (vy) individually or in the aggregate, are not, and would Excluded Liabilities that could not reasonably be expected to behave a Seller Material Adverse Effect, material (iv) for Taxes, (v) for Excluded Liabilities related solely to the Transferred Company and its Subsidiaries operation of the Brainerd Facility or the BusinessExcluded Brainerd Assets that could not reasonably be expected to have a Seller Material Adverse Effect, (vi) for Excluded Liabilities incurred after the date hereof not in each caseviolation of this Agreement that could not reasonably be expected to have a Seller Material Adverse Effect, taken (vii) for liabilities and obligations pursuant to Permitted Liens, the express terms of Material Assigned Contracts (as a wholedefined in Section 3.08(b)) and Permits listed on Schedule 3.13 and (viii) for liabilities and obligations incurred not in violation of this Agreement and in an amount no greater than $25,000 for any individual liability or obligation and no greater than $1,000,000 in the aggregate for all such liabilities and obligations.

Financial Statements; Liabilities. (a) Section 3.6(a) 3.5 of the Seller Parent Disclosure Schedule sets forth forth: (i) the audited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and the Business for the years ended December 31, 20092018 and 2017 and the audited balance sheet of the Business as of December 31, 2010 2018 and 2011 2017 (collectively, and with any notes thereto, the “Audited Year-End Business Financial Statements”) and (ii) the unaudited balance sheet, interim statement of operations of the Business for the six months ended June 30, 2019 and statement the unaudited balance sheet of cash flows of AER and its Subsidiaries on a combined basis the Business as of and for the nine months ended September June 30, 2011 and September 30, 2012 2019 (collectively, and with any notes thereto, the “Interim Business Financial Statements” ”, and together with the Audited Year-End Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements have been (x) were prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods involved and (except as may be noted therein), and y) present fairly, in all material respects, the combined financial position, combined cash flows position and the combined results of operations of AER and its Subsidiaries the Business as of the respective dates thereof or the periods then ended, in each case, except that the Interim Financial Statements do not include footnotes that would as may be required by GAAP or noted therein and subject to normal and recurring year-end adjustments. The , which are immaterial individually and in the aggregate; provided, that the Business Financial Statements have been prepared and the foregoing representations and warranties are qualified by the fact that (A) the Business has not operated on a separate standalone basis and has historically been reported within Parent’s combined financial statements, (B) the Business Financial Statements assume certain allocations and direct charges which do not necessarily reflect amounts that the Business would incur on a standalone basis, and include all legal entities which comprised AER and its Subsidiaries as (C) the Business Financial Statements are not necessarily indicative of October 1, 2010, as well as certain what the results of CILCORPoperations, Inc., as further explained financial position and cash flows of the Business or the Transferred Entities will be in Note 1 to the Audited Year-End Financial Statementsfuture. (b) When delivered pursuant to Section 5.21, the 2019-2020 Financial Statements shall (x) have been prepared in accordance with GAAP consistently applied throughout the periods involved and (y) present fairly, in all material respects, the financial position and the results of operations of the Business as of the respective dates thereof or the periods then ended, in each case, except as may be noted therein and subject to normal and recurring year-end adjustments, which are immaterial individually or in the aggregate; provided, that the 2019-2020 Financial Statements and the foregoing representations and warranties are qualified by the fact that (A) the Business has not operated on a separate standalone basis and has historically been reported within Parent’s combined financial statements, (B) the 2019-2020 Financial Statements assume certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis, and (C) the 2019-2020 Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the Business or the Transferred Entities will be in the future. (c) There are no liabilities or obligations of the Transferred Company or its Subsidiaries Entities of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto), other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012Business Financial Statements or described in the notes thereto; (ii) have been incurred in the ordinary course of business consistent with past practice since September June 30, 20122019 (but not as a result of any breach of contract, warranty, tort, infringement or violation of applicable Law); (iii) are expressly incurred in connection with the transactions contemplated by hereby or the announcement, negotiation, execution or performance of this Agreement, the Ancillary Agreements or the Sale; (iv) have been fully (or will be prior to the Closing) discharged or paid off; or (v) would not reasonably be expected to have, individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a wholeBusiness Material Adverse Effect.

Financial Statements; Liabilities. (a) Section 3.6(a) True, correct and complete copies of the Seller Disclosure Schedule sets forth following financial statements have been delivered to the Buyer or have been made available to the Buyer for its review: (i) the audited consolidated balance sheetsheet of the Company and the Subsidiary as of December 31, statement 2013 and December 31, 2012, and the related audited consolidated statements of operations operations, stockholders’ equity, and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the years ended December 31, 20092013 and December 31, 2010 and 2011 2012, together with the notes thereto (collectively, and with any notes thereto, the “Company Audited Year-End Financial Statements”) ), and (ii) the unaudited consolidated balance sheet, statement sheet of operations the Company and statement of cash flows of AER and its Subsidiaries on a combined basis the Subsidiary as of and for the nine months ended September 30, 2011 and September 30, 2012 2014 (collectivelythe “Balance Sheet Date”), and with any notes theretothe related unaudited consolidated statements of operations, stockholders’ equity and cash flows for the nine-month period then ended (the “Company Interim Financial Statements” and and, together with the Company Audited Year-End Financial Statements, the “Company Financial Statements”). . (b) The Company Audited Financial Statements (i) were prepared from the books and records of the Company and the Subsidiary, as applicable, and (ii) have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), and present fairlyfairly present, in all material respects, the combined financial position, combined results of operations, stockholders’ equity, and cash flows of the Company and the combined results of operations of AER and its Subsidiaries Subsidiary, on a consolidated basis, as of the respective dates thereof or date and for the periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustmentsperiod indicated therein. The Company Interim Financial Statements have been prepared on a combined basisby management of the Company and the Subsidiary in accordance with GAAP in all material respects (except for the absence of footnote disclosure (that, and include all legal entities which comprised AER and its Subsidiaries as of October 1if presented, 2010, as well as certain results of CILCORP, Inc., as further explained would not differ materially from those included in Note 1 to the Company Audited Year-End Financial Statements) and year-end adjustments (none of which would be material, individually or in the aggregate)). (bc) There Schedule 5.5(c) sets forth all outstanding Company Debt as of the date of this Agreement. (d) To the Company’s Knowledge, there are no significant deficiencies, including material weaknesses, in the design or operation of the internal control over financial reporting that could reasonably be expected to adversely affect the Company’s or the Subsidiary’s ability to initiate, authorize, record, process, or report external financial data in accordance with GAAP such that there is more than a remote likelihood that a misstatement of the Company’s financial statements that is more than inconsequential will not be prevented or detected. To the Company’s Knowledge, there is no fraud, suspected fraud or allegation of fraud affecting the Company or the Subsidiary by management of the Company or the Subsidiary, employees who have significant roles in the Company’s or the Subsidiary’s internal controls or other employees of the Company or the Subsidiary whose fraud could have a material effect on the Company’s financial statements. (e) Neither the Company nor the Subsidiary has any liabilities or obligations of the Transferred Company or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be a type required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed prepared in the notes thereto)accordance with GAAP, other than those that (i) are reflected liabilities or reserved against on obligations disclosed and provided for in the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012Company Financial Statements; (ii) liabilities that have been incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice since September 30, 2012practices; (iii) are expressly contemplated by liabilities or obligations arising under (A) this AgreementAgreement or the Ancillary Agreements, (B) the Material Contracts, (C) the Employee Plans, or (D) any Contract not required to be listed on Schedule 5.13 (in each case, which do not relate to breach of or default under any of the foregoing or violation of Law); (iv) have been fully discharged liabilities or paid off; obligations for Company Debt or Selling Expenses (v) individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, which liabilities or obligations shall (A) be paid in full prior to the Closing or (B) taken as a wholein to account for purposes of calculating the Purchase Price); (v) liabilities or obligations related to Asbestos Use; or (vi) Taxes.

Financial Statements; Liabilities. (a) Section 3.6(a) Holdco has provided to Purchaser true, accurate and complete copies of the Seller Disclosure Schedule sets forth (i) audited consolidated financial statements of the Company, which are composed of the audited consolidated balance sheetsheet as of December 31, statement 2017, December 31, 2016 and December 31, 2015 and the related consolidated statements of operations operation, comprehensive income, changes in stockholder’s equity (deficit) and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the years ended December 31, 2009, 2010 and 2011 (collectivelythe ended, and with any the related notes thereto, thereto (the “Audited Year-End Annual Financial Statements”) and (ii) the unaudited balance sheetsheet of the Company as of June 30, statement 2018 (the “Company Balance Sheet”) and June 30, 2017 and the related unaudited statements of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months three and six month periods then ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and ”; together with the Audited Year-End Annual Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), throughout the periods covered thereby and fairly present fairly, in all material respects, respects the combined consolidated financial position, combined results of operations, cash flows and stockholders’ equity of the combined results of operations of AER Company and its consolidated Company Subsidiaries as of at the respective dates thereof or and for the respective periods then endedreferred to therein, except that subject, in the case of Interim Financial Statements do not include Statements, to the absence of footnotes that would be required by GAAP or and to normal year-end adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1are not expected, 2010individually or in the aggregate, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statementsbe material. (b) There are no liabilities Except as and to the extent specifically set forth, reserved against or obligations reflected on the Company Balance Sheet, none of Holdco, the Company or any Company Subsidiary has any Liabilities of a nature required to be disclosed on the face of a consolidated balance sheet of the Transferred Company and its consolidated Subsidiaries prepared in accordance with GAAP or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected so disclosed but for the contingency or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto)inestimability thereof, other than those that except for (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been Liabilities incurred in the ordinary course of business consistent with past practice since September 30the date of the Company Balance Sheet, 2012; (iiiii) are expressly contemplated by this Agreement; (iv) Liabilities that have been fully discharged or paid off; or (v) individually or in the aggregate, are notnot had, and would not reasonably be expected to behave, a Company Material Adverse Effect and (iii) Company Transaction Expenses. (c) The Company maintains a system of internal controls over financial reporting and accounting designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes, including to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets that could have a material effect on the Company’s financial statements is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a wholeany differences.

Financial Statements; Liabilities. (a) Section 3.6(a) 3.5 of the Seller Disclosure Schedule sets forth the following financial statements: (i) the audited balance sheetaudited, statement combined and consolidated statements of operations and statement operations, statements of cash flows and statements of AER and its Subsidiaries on changes of equity of the business of Xxxxxxxx Sundstrand Industrial, a combined basis as component of and Xxxxxxxx Sundstrand Corporation, a wholly owned Subsidiary of Parent, for the years ended December 31, 2009, 2010 and 2011 and audited, combined and consolidated balance sheets as of December 31, 2010 and December 31, 2011; and (collectivelyii) unaudited, combined and consolidated interim statements of operations of the business of Xxxxxxxx Sundstrand Industrial, a component of Xxxxxxxx Sundstrand Corporation, a wholly owned Subsidiary of Parent, for the three-month period ended March 31, 2012 and 2011 and unaudited, combined and consolidated balance sheets as of March 31, 2012 and 2011 (the items referred to in clause (i), with any notes thereto, being herein collectively referred to as the “Audited Year-End Financial Statements”) and ; the items referred to in clause (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis being herein collectively referred to as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and and, together with the Audited Year-End Financial Statements, the “Financial Statements”). The Audited Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), and present fairly, in all material respects, the combined and consolidated financial positionposition and the combined and consolidated results of operations, combined cash flows and changes of equity of the business of Xxxxxxxx Sundstrand Industrial, a component of Xxxxxxxx Sundstrand Corporation, a wholly owned Subsidiary of Parent, as of the respective dates thereof or the periods then ended. The Interim Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (and do not include any normal and recurring carve-out adjustments normally made to audited financial statements), and present fairly, in all material respects, the combined and consolidated financial position and the combined and consolidated results of operations of AER and its Subsidiaries the business of Xxxxxxxx Sundstrand Industrial, a component of Xxxxxxxx Sundstrand Corporation, a wholly owned Subsidiary of Parent, as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or subject in each case to normal and recurring year-end adjustments. The Financial Statements have been prepared on a combined basis, adjustments that were not or are not expected to be material in amount and include all legal entities which comprised AER and its Subsidiaries as the absence of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained disclosures normally made in Note 1 footnotes to the Audited Year-End Financial Statementsaudited financial statements. (b) There are no liabilities or obligations Liabilities of the Transferred Company Companies or its their respective Subsidiaries or arising out of the Business, in either case, of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined and consolidated audited balance sheet of the Transferred Company Companies and its their respective Subsidiaries (or disclosed in the notes footnotes thereto), other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012Audited Financial Statements; (ii) have been incurred in the ordinary course of business of the Transferred Companies and their respective Subsidiaries, consistent with past practice practices, since September 30, 2012the date of the most recent balance sheet included in the Audited Financial Statements; (iii) are expressly permitted or contemplated by this AgreementAgreement (including Liabilities disclosed in the Seller Disclosure Schedule); (iv) have been fully discharged or paid offoff in full; or (v) individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company Companies and its their respective Subsidiaries or the Business, in each case, taken as a whole.

Financial Statements; Liabilities. (ai) Section 3.6(a3.5(a)(i) of the Seller Parent Disclosure Schedule sets forth (i) the audited balance sheet, combined statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and the Business for the years ended December 31, 20092019 and 2020 and the unaudited combined balance sheet of the Business as of December 31, 2010 2019 and 2011 2020 (collectively, and together with any notes thereto, the “Business Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Business Audited Financial Statements have been (A) were prepared in accordance with GAAP GAAP, applied on a consistent basis throughout the periods indicated (except as may be noted therein), indicated in the notes thereto) and (B) present fairly, in all material respects, the combined financial position, combined cash flows position and the combined results of operations of AER and its Subsidiaries the Business, as of the respective dates thereof or the periods then ended, in each case except as may be noted therein. (ii) The Vendor Due Diligence Report, Volume 1 issued by Ernst & Young Chartered Accountants (“EY”) dated June 1, 2021 and the Q1 FY21 and Q2 FY21 update databooks issued by EY (the “Databooks” ) dated July 1, 2021 and July 25, 2021, respectively (the “Quality of Earnings Report” and, together with the Business Audited Financial Statements, the “Business Financial Statements”), has been delivered to Purchaser prior to the date of this Agreement. Parent directed EY to prepare the Quality of Earnings Report based on management-prepared accounts, as of June 30, 2021 (the “Management Accounts”), that were prepared based on the books and records of Parent and are true and accurate in all material respects. (iii) The Business Financial Statements and the foregoing representations and warranties are qualified by the fact that (A) the Business has not operated on a standalone basis and has historically been reported within Parent’s consolidated financial statements, and (B) the Business Financial Statements assume certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arms-length transactions or that the Interim Financial Statements do not include footnotes that Business would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared incur on a combined standalone basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements. (b) There To the Knowledge of Parent, there are no liabilities or obligations of the Transferred Company or its Subsidiaries Entities of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto)Business, other than those that (i) are reflected or reserved against on the unaudited balance sheet Business Audited Financial Statements or reflected in the determination of AER and its Subsidiaries on a combined basis as of September 30, 2012Working Capital or Net Indebtedness; (ii) have been incurred in the ordinary course of business consistent with past practice since September 30March 31, 20122021; (iii) are expressly incurred in connection with the transactions contemplated by hereby or the announcement, negotiation, execution or performance of this Agreement, the Ancillary Agreements or the Closing; (iv) have been fully discharged or paid off;; (v) constitute Carrier Liabilities; or (vvi) individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as have a wholeBusiness Material Adverse Effect.

Financial Statements; Liabilities. (a) Section 3.6(aIncluded in the Form 10-Q for the three months ended April 30, 2003 ("Form 10-Q") are the Company's consolidated unaudited balance sheet (the "Balance Sheet") as of April 30, 2003 (the Seller Disclosure Schedule sets forth "Balance Sheet Date"), and the consolidated unaudited statement of operations for the three-month period then ended (i"Operating Statement"). Included in its annual report on Form 10-K for the year ended October 31, 2002 ("Annual Report") are the Company's consolidated audited balance sheets as of October 31, 2002 and the consolidated audited statements of operations, cash flow and changes of stockholders' equity for the period then ended, together with the related report of Kostin, Ruffkess & Company, LLC(a) , independent certified public xxxxxxtants such year-end balance sheet, statement of operations operations, cash flow and statement changes of cash flows of AER stockholders' equity and its Subsidiaries on a combined basis as of and for the years ended December 31report, 2009, 2010 and 2011 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Balance Sheet and Operating Statement, the "Financial Statements, the “Financial Statements”"). The Financial Statements have been (including any notes thereto): (i) are complete and correct in all material respects and are in accordance with the books and records of the Company; (ii) present fairly the consolidated financial condition, results of operations and cash flows of the Company and its subsidiaries at the respective dates therein specified and the results of operations and changes in financial position of the Company and its subsidiaries for the respective periods therein specified; and (iii) were prepared in accordance with GAAP generally accepted accounting principles applied on a basis consistent basis with prior accounting periods (except as may be noted therein), and present fairly, in all material respects, the combined financial position, combined cash flows and the combined results of operations of AER and its Subsidiaries as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal unaudited financial statements are subject to year-end adjustments. The Financial Statements have been prepared on a combined basis, audit adjustments which will not be material in amount and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statementsdo not contain complete footnotes). (b) There are The Company has no liabilities or obligations of the Transferred Company or its Subsidiaries of any nature, whether either actual or not known or unknown, accruedabsolute, contingent or otherwise, that would be required by GAAP to be which are not reflected or reserved against provided for in the Financial Statements or related notes. (i) Changes. Since October 31, 2002, except as disclosed in SEC Filings, including without limitation, the Form 10-Q and current reports on Form 8-K or the Annual Report, or through direct disclosure to Purchaser during this due diligence period, there has been no event which was has had, or could reasonably be expected to have, a combined balance sheet Material Adverse Effect. Since the Balance Sheet Date, the Company has conducted its business in all material respects in the ordinary course consistent with past practices, and without limiting the generality of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto)foregoing, other than those items disclosed to the Purchaser during the due diligence process, there has not been any: (1) change, occurrence or circumstance in or affecting the business, assets, liabilities, financial condition, operations or prospects of the Company or any of its subsidiaries that has had or may reasonably be expected to have a Material Adverse Effect; (i2) are reflected resignation or reserved against termination of any key officers, employees or consultants of the Company or any of its subsidiaries; (3) material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise which has had or may reasonably be expected to have a Material Adverse Effect; (4) damage, destruction or loss, whether or not covered by insurance, that has had or may reasonably be expected to have a Material Adverse Effect on the unaudited balance sheet Company; (5) waiver by the Company or any of AER and its Subsidiaries on subsidiaries of a combined basis as material right or of September 30a material debt owed to any of them which has had or may reasonably be expected to have a Material Adverse Effect; (6) direct or indirect loans or advances made by the Company or any of its subsidiaries to any stockholder, 2012; employee, consultant, officer, director or Affiliate of the Company or any of its subsidiaries in violation of Section 402 of the Sarbanes-Oxley Act of 2002; (ii7) materiax xxxxxx xx xxy compensation arrangement or agreement with any employee, consultant, officer, director or shareholder has had or may reasonably be expected to have been a Material Adverse Effect; (8) declaration or payment of any dividend or other distribution of assets of the Company or any of its subsidiaries or any direct or indirect redemption, purchase, retirement or other acquisition of any shares of its capital stock has had or may reasonably be expected to have a Material Adverse Effect; (9) debt, obligation or liability incurred, assumed or guaranteed by the Company or any of its subsidiaries, except those for amounts not exceeding $250,000 in the aggregate or for current liabilities incurred in the ordinary course of business consistent with past practice since September 30business; (10) sale, 2012; assignment or transfer of any of the assets or rights of the Company or any of its subsidiaries (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) individually or other than the sale of their respective inventory in the aggregateordinary course of business), are notincluding patents, and would not trademarks, copyrights, trade secrets or other intangible assets or intellectual property, or any mortgage or pledge of or Lien imposed upon any of the assets or properties of the Company or any of its subsidiaries, except in the ordinary course of business except any such sales, assignments, transfers, mortgages, pledges or liens which, in the aggregates, have had, or may reasonably be expected to behave, a Material Adverse Effect; (11) change in or event of default under any material agreement to which the Transferred Company and or any of its Subsidiaries subsidiaries is a party or by which any of them is bound which modification or event of default has had or may reasonably be expected to have, a Material Adverse Effect; (12) purchase or other acquisition of any operating business or a material amount of assets or the Businesscapital stock of any other Person; or (13) other event or condition of any character that, in each caseeither individually or cumulatively, taken as has had or may reasonably be expected to have a wholeMaterial Adverse Effect.

Financial Statements; Liabilities. (a) Section 3.6(aAttached as Schedule 2.7(a) of the Seller Disclosure Schedule sets forth hereto are (ix) the audited consolidated balance sheetsheets as of June 30, statement 2002 and 2001 and the related consolidated statements of operations operations, stockholders' equity, and statement cash flow for the years ended June 30, 2002 and 2001 and the six-month period ended June 30, 2000, together with the auditors' reports thereon (the "Audited Financial Statements"), and (y) the unaudited consolidated balance sheet and statements of operations, stockholders' equity and cash flows flow of AER the Company and its consolidated Subsidiaries on a combined basis as of and for the years ended December 31, 2009, 2010 and 2011 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended period ending September 30, 2011 and September 30, 2012 2002 (collectively, and with any notes thereto, the “"Interim Financial Statements” and " and, together with the Audited Year-End Financial Statements, the “"Financial Statements”"). The Financial Statements , all of which (i) are complete in all material respects, (ii) have been prepared in accordance with GAAP the books and records of the Company and its Subsidiaries, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be noted thereinotherwise stated in the footnotes or the audit opinion related thereto, copies of which are included as part of Schedule 2.7(a) hereto), (iv) with respect to the Interim Financial Statements, have been prepared in a matter consistent, in all material respects, with the preparation of the Audited Financial Statements and (v) present fairly, in all material respects, the combined consolidated financial position, combined cash flows and position of the combined results of operations of AER Company and its consolidated Subsidiaries as of the respective dates thereof or stated in such financial statements and the results of their operations for the periods then endedstated therein (subject to, except that in the case of the Interim Financial Statements, with respect to clauses (i) through (v), normal year-end adjustments and the absence of footnotes). Except as set forth in Schedule 2.7(a), such Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained reflect any material change in Note 1 to accounting principles during the Audited Year-End Financial Statementsperiods indicated. (b) There are no Except as set forth in Schedule 2.7(b) or disclosed in the Financial Statements (or notes thereto), neither the Company nor any of its Subsidiaries has any material liabilities or obligations of the Transferred Company or its Subsidiaries of any nature, (whether or not known or unknownabsolute, accrued, contingent or otherwise) of any nature, that would be required by GAAP to be reflected except liabilities, obligations or contingencies which (A) are disclosed in or accrued or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto)September 2002 Balance Sheet, other than those that (iB) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of were incurred after September 30, 2012; (ii) have been incurred 2002 and on or prior to the date hereof in the ordinary course of business and consistent with past practice since September 30practices, 2012; or set forth on Schedule 2.7(b) hereof, (iii) are expressly contemplated by this Agreement; (ivC) have been fully discharged or paid off; or in full prior to the date hereof, (vD) individually or are of a nature not required to be reflected in the aggregate, are not, and would not reasonably be expected to be, material to consolidated financial statements of the Transferred Company and its Subsidiaries prepared in accordance with GAAP consistently applied or (E) are incurred after the Business, in each casedate hereof and that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.

Financial Statements; Liabilities. (a) Section 3.6(a) The Sellers have previously delivered or caused to be delivered to WRF copies of the Seller Disclosure Schedule sets forth (i) the audited balance sheetsheets of each of LEC, statement LAC and FIM as of operations December 31 for the fiscal years 1997, 1998 and statement 1999 and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years then ended, together with the related notes thereto, accompanied by the audit report of AER XxXxxxx & Ingles LLP, independent public accountants with respect thereto (the balance sheets and its Subsidiaries on a combined basis the statements above being referred to collectively as the "Financial Statements" and the December 31, 1999 balance sheets as the "Balance Sheets") and the unaudited balance sheets of ASC as of and December 31 for the fiscal years ended December 3131 1997, 20091998 and 1999 and the related unaudited statements of income, 2010 changes in shareholders' equity and 2011 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30fiscal years then ended, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”)related notes thereto. The balance sheets referred to in the previous sentence (including the related notes) fairly present in all material respects the financial position of each of the respective Legend Companies as of the dates thereof, and the other Financial Statements fairly present in all material respects (subject, in the case of the unaudited statements, to recurring adjustments normal in nature and amount and the addition of footnotes) the results of the operations, cash flows and changes in shareholders' equity of each of the respective Legend Companies for the respective fiscal periods therein set forth; and such balance sheets and statements (including the related notes, where applicable) have been prepared in accordance with GAAP consistently applied on a consistent basis (throughout the periods involved except as may be noted therein), and present fairly, in all material respects, the combined financial position, combined cash flows and the combined results of operations of AER and its Subsidiaries as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements. (b) There Except for (i) liabilities that are no liabilities or obligations of the Transferred Company or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be fully reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto)Balance Sheets, other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been liabilities incurred since the date of the Balance Sheets in the ordinary course of business consistent with past practice since September 30, 2012; or which are not in the aggregate material to the business or operations of the Legend Companies and (iii) are liabilities the incurrence of which is expressly contemplated permitted by this Agreement; (iv) Agreement or authorized by WRF in writing, each of the Legend Companies does not have been fully discharged any liabilities, whether absolute, accrued, contingent or paid off; or (v) individually or otherwise that would be required to be reflected in the aggregateBalance Sheets. None of the Legend Companies has any long-term liabilities. (c) The copies of the Tax Returns of LMG for its fiscal year ended December 31, are not1998, as made available for review by the Sellers to KPMG and would not reasonably be expected to bethe request of WRF, material conformed to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a wholeTax Returns actually filed.

Financial Statements; Liabilities. (a) Section 3.6(a2.6(a) of the Seller Disclosure Schedule sets forth (i) the audited unaudited balance sheetsheets of Seller as of December 31, statement 2021 and 2022 (the balance sheet as of December 31, 2022, the “2022 Balance Sheet”), (ii) the unaudited balance sheet of Seller as of September 31, 2023] (the “Reference Balance Sheet”), (iii) the unaudited statements of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and Seller for the years ended December 31, 20092021 and 2022, 2010 and 2011 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (iiiv) the unaudited balance sheet, statement statements of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and Seller for the nine months ended September 3031, 2011 2023] (the balance sheets and September 30statements of operations and cash flows referred to in clauses (i) and (iii) above, 2012 (collectively, and together with any notes thereto, being collectively referred to as the “Annual Financial Statements”; the balance sheets and statements of operations and cash flows referred to in clauses (ii) and (iv) above, together with any notes thereto, being collectively referred to as the “Interim Financial Statements” ”; and together with the Audited Year-End Annual Financial Statements, Statements and the Interim Financial Statements being collectively referred to as the “Financial Statements”). Except as set forth on Section 2.6(a) of the Seller Disclosure Schedule, the Interim Financial Statements have been prepared on the same basis as the Annual Financial Statements. The Financial Statements have been derived from the books and records of Seller, were prepared in accordance with GAAP, have been prepared in accordance with GAAP the historical accounting principles of Seller applied on a consistent basis (except as may be set forth in the notes thereto or as otherwise noted therein), and present fairly, in all material respects, the combined financial position, combined cash flows position and the combined results of operations and cash flows of AER and its Subsidiaries Seller as of the respective dates thereof or for the periods then endedended (subject, except that in the case of the Interim Financial Statements do not include footnotes that would be required by GAAP or Statements, to the absence of notes and normal year-end adjustments. The Financial Statements , the effect of which adjustments have not been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statementswill not be material). (b) There Except as set forth in Section 2.6(b) the Seller Disclosure Schedule, there are no liabilities or obligations of the Transferred Company Seller required to be recorded or its Subsidiaries disclosed under GAAP of any naturenature or type, whether or not known or unknownabsolute, accrued, contingent or otherwise, that would be required by GAAP other than as and only to be the extent reflected or reserved against on a combined balance sheet in the Financial Statements. (c) Seller has no current intention to correct or restate, and to the Knowledge of Seller, there is not any basis to correct or restate any of the Transferred Company and Financial Statements. Seller has not had any disagreement with any of its Subsidiaries (auditors regarding material accounting matters or disclosed in policies during the notes thereto), other than those that (i) are reflected past full fiscal year or reserved against on during the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been incurred in the ordinary course of business consistent with past practice since September 30, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a wholecurrent fiscal year-to-date.

Financial Statements; Liabilities. (a) Section 3.6(a) of the Seller Disclosure Schedule sets forth The (i) audited consolidated financial statements of the audited balance sheet, statement of operations and statement of cash flows of AER and Company included in the Company’s Annual Reports on Form 10-K for its Subsidiaries on a combined basis as of and for the fiscal years ended December October 31, 20092004 and October 31, 2010 and 2011 2003 (collectively, and with any notes thereto, the “Audited YearCompany 10-End Financial StatementsKs”) and (ii) unaudited consolidated financial statements of the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries Company included in the Company’s Quarterly Reports on a combined basis as of and Form 10-Q for the nine months fiscal quarters ended September January 1, 2005, April 30, 2011 2005 and September 30July 31, 2012 2005 fairly present in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with United States generally accepted accounting principles, consistently applied (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial StatementsGAAP”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis ) (except as may be noted thereinindicated in the notes thereto), and present fairlysubject, in all material respectsthe case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the combined consolidated financial position, combined cash flows and position of the combined results of operations of AER Company and its Subsidiaries as of the respective dates thereof or and their consolidated results of operations and changes in financial position for the respective periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements. (b) There Except as set forth in Section 3.8(b) of the Company Disclosure Schedule, there are no liabilities or obligations of the Transferred Company or its Subsidiaries any Company Subsidiary of any naturekind whatsoever, whether or not known or unknown, asserted or unasserted, accrued, contingent contingent, absolute, determined, determinable or otherwise, that would be in each case, other than: (i) liabilities or obligations disclosed or provided for in the Company’s consolidated balance sheet included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2005 (including the notes thereto, the “Company Balance Sheet”); (ii) liabilities or obligations existing as of July 31, 2005 and not required by GAAP to be reflected disclosed or reserved against on a combined balance sheet provided for in the Company Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of the Transferred Company and its Subsidiaries (or disclosed in incurred since July 31, 2005 under the notes thereto)agreements, other than those that (i) contracts, leases, and licenses to which they are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012party; (ii) have been incurred in the ordinary course of business consistent with past practice since September 30, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or and (v) other liabilities or obligations incurred since July 31, 2005 which, individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Transferred have a Company and its Subsidiaries or the Business, in each case, taken as a wholeMaterial Adverse Effect.

Financial Statements; Liabilities. (a) Section 3.6(a4.6(a) of the Seller Company Disclosure Schedule sets forth Schedules contains a true and complete copy of (i) the audited combined balance sheetsheets of the Company Business as of December 31, statement 2012 and December 31, 2011, and the related audited combined statements of operations operations, net parent investment and statement of cash flows for each of AER and its Subsidiaries on a combined basis as of and for the three years in the period ended December 31, 20092012, 2010 and 2011 together with the notes thereto (collectively, and with any notes thereto, the “Company Audited Year-End Financial Statements”) ), and (ii) the unaudited combined balance sheetsheets of the Company Business of Apria Healthcare Group Inc. as of June 30, statement 2012, June 30, 2013 and September 30, 2013 and the related unaudited combined statements of operations operations, net parent investment and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months six-month periods ended -29- June 30, 2012 and 2013 and the nine-month period ended September 30, 2011 and September 30, 2012 2013 (collectively, and with any notes thereto, the “Interim Company Unaudited Financial Statements” and ”, and, together with the Company Audited Year-End Financial Statements, the “Company Financial Statements”). The Company Financial Statements have been prepared from the books of account and other financial records of the Company and the Company Subsidiaries in accordance with GAAP applied on a consistent basis GAAP, as at the dates and for the periods presented (except as may be noted thereinstated therein or in the notes thereto and, with respect to the Company Unaudited Financial Statements, subject to normal year-end adjustments), consistently applied by the Company, and present fairlyfairly present, in all material respects, the combined financial positioncondition, combined cash flows and the combined results of operations and cash flows of AER the Company and its the Company Subsidiaries as of the respective dates thereof or and for the respective periods then endedpresented therein, except that subject to the Interim notes therein and, in the case of the Company Unaudited Financial Statements do not include footnotes that would be required by GAAP or Statements, normal year-end adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements. (b) Except as set forth in Section 4.6(b) of the Company Disclosure Schedules, neither the Company nor any of the Company Subsidiaries has any Liability of a type that would be required to be reported on a balance sheet prepared in accordance with GAAP, except Liabilities (i) disclosed in the Company Financial Statements, (ii) incurred since December 31, 2012 in the ordinary course of the Business consistent with past practice, (iii) expressly contemplated by this Agreement, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) The Company and the respective Company Subsidiaries maintain systems of internal controls and procedures concerning financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including but not limited to internal accounting controls sufficient to provide reasonable assurance that: (A) transactions are executed only in accordance with management’s and directors’ general or specific authorization; (B) transactions are recorded as necessary to permit the preparation of financial statements of the Company or the Company Subsidiaries in conformity with GAAP and maintain accountability for assets and such records are maintained in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of the Company and the Company Subsidiaries; and (C) the recorded accountability for assets (which, for the avoidance of doubt, includes the prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and the Company Subsidiaries that could have a material effect on the Company’s and the Company Subsidiaries’ respective financial statements) is maintained at reasonable intervals and appropriate action is taken with respect to any differences. There are no liabilities or obligations significant deficiencies (as such term is defined in Regulation S-X under the Securities Act) in the Company and the Company Subsidiaries’ internal controls likely to adversely affect the Company and the Company Subsidiaries’ ability to record, process, summarize and report financial information. To the Knowledge of the Transferred Company or its Subsidiaries of Company, there has not been any naturefraud, whether or not known or unknown, accrued, contingent or otherwisematerial, that would be required by GAAP involves management or other employees of the Company and the Company Subsidiaries who have a significant role in its internal controls over financial reporting. Neither the Company nor any Company Subsidiary is a party to, or has any commitment to be reflected or reserved against on become a combined party to, any joint venture, off balance sheet of partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between the Transferred Company and its Subsidiaries any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other -30- hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or disclosed intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the notes thereto)Company’s or such Company Subsidiary’s financial statements. (d) Since December 31, other than those that 2012, (i) are reflected or reserved against on the unaudited balance sheet of AER Company and its Subsidiaries on a combined basis as of September 30, 2012; (ii) each Company Subsidiary have been incurred conducted the Company Business only in the ordinary course of business consistent with past practice since September 30practice, 2012; (iiiii) are expressly contemplated by this Agreement; (iv) have there has not been fully discharged any event, occurrence, circumstance, development or paid off; or (v) condition that, individually or in the aggregate, are nothas had or would be reasonably expected to have a Company Material Adverse Effect, and would not reasonably be expected to be(iii) except as expressly contemplated by this Agreement (including Exhibit A) or as set forth in Section 4.6(d) of the Company Disclosure Schedules, material to neither the Transferred Company and its Subsidiaries nor any Company Subsidiary has taken any of the actions described in clauses (a) through (g) or the Business, in each case, taken as a whole.(i) through (s) or (u) of Section 6.1. SECTION

Financial Statements; Liabilities. (a) Section 3.6(a) 3.5 of the Seller Parent Disclosure Schedule sets forth forth: (i) the audited balance sheet, statement unaudited statements of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and the Specified Transferred Entities for the years ended December 31, 20092019 and 2018 and the unaudited balance sheets of the Specified Transferred Entities as of December 31, 2010 2019 and 2011 2018 (collectivelythe “Annual Transferred Entity Financial Statements”), (ii) the unaudited interim statement of operations of the Specified Transferred Entities for the six months ended June 30, 2020 and the unaudited balance sheet of the Specified Transferred Entities as of June 30, 2020 (the “Interim Transferred Entity Financial Statements”, and together with any notes theretothe Annual Transferred Entity Financial Statements, the “Audited Year-End Transferred Entity Financial Statements”), (iii) the unaudited statements of operations of SMB LLC for the years ended December 31, 2019 and 2018 and the unaudited balance sheets of SMB LLC as of December 31, 2019 and 2018 (the “Annual SMB Financial Statements”) and (iiiv) the unaudited balance sheet, interim statement of operations of SMB LLC for the six months ended June 30, 2020 and statement the unaudited balance sheet of cash flows of AER and its Subsidiaries on a combined basis SMB LLC as of and for the nine months ended September June 30, 2011 and September 30, 2012 2020 (collectively, and with any notes thereto, the “Interim SMB Financial Statements” ”, and together with the Audited Year-End Annual SMB Financial Statements, the “SMB Financial Statements”). The Transferred Entity Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), and present fairly, in all material respects, do not materially misstate the combined financial position, combined cash flows position and the combined results of operations of AER and its Subsidiaries the Specified Transferred Entities on a combined, carve-out basis as of the respective dates thereof or the periods then endedended in accordance with GAAP, except that and the Interim SMB Financial Statements do not include footnotes that would materially misstate the financial position and the results of operations of SMB LLC on a carve-out basis as of the respective dates thereof or the periods then ended in accordance with GAAP, in each case except as may be required by GAAP or noted therein and subject to normal and recurring year-end adjustments. The adjustments and the absence of footnote disclosures; provided, that the Transferred Entity Financial Statements and the SMB Financial Statements (collectively, the “Business Financial Statements”) and the foregoing representations and warranties are qualified by the fact that (A) the Transferred Entities have been prepared not operated on a combined basisseparate standalone basis and have historically been reported within Parent’s consolidated financial statements and (B) to Parent’s knowledge, and include all legal entities having regard for the purpose for which comprised AER the Business Financial Statements were prepared, the Business Financial Statements (x) assume certain allocated charges and its Subsidiaries as credits which do not necessarily reflect amounts that would have resulted from arms’-length transactions or that the Transferred Entities would incur on a standalone basis and (y) are not necessarily indicative of October 1, 2010, as well as certain what the results of CILCORPoperations, Inc., as further explained financial position and cash flows of the Transferred Entities will be in Note 1 to the Audited Year-End Financial Statementsfuture. (b) There To the Knowledge of Parent, there are no liabilities or obligations of the Transferred Company or its Subsidiaries Entities of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto)Entities, other than those that (i) are reflected or reserved against on the unaudited balance sheet Business Financial Statements or reflected in the determination of AER and its Subsidiaries on a combined basis as of September 30, 2012Working Capital or Net Indebtedness; (ii) have been incurred in the ordinary course of business consistent with past practice since September June 30, 20122020; (iii) are expressly incurred in connection with the transactions contemplated by hereby or the announcement, negotiation, execution or performance of this Agreement, the Ancillary Agreements, the Local Share Transfer Agreements or the Sale; (iv) have been fully (or will be prior to the Closing) discharged or paid off; or (v) would not reasonably be expected to have, individually or in the aggregate, are nota Business Material Adverse Effect. Except as set forth in the Business Financial Statements, and would not reasonably be expected to be, material to none of the Transferred Company and its Subsidiaries or Entities maintain any “off-balance-sheet arrangement” within the Business, in each case, taken as a wholemeaning of Item 303 of Regulation S-K of the SEC.

Financial Statements; Liabilities. (a) Section 3.6(a) Copies of each of the audited consolidated financial statements of the Seller Disclosure Schedule sets forth for the fiscal years ended June 30, 2003, June 30, 2002 and June 30, 2001 have been provided to the Acquiror (the "Parent Financial Statements"). Copies of each of: (i) the audited balance sheet, statement unaudited consolidated financial statements of operations and statement of cash flows of AER the Company and its Subsidiaries on a combined basis as of and for the years ended December 31June 30, 20092003, 2010 June 30, 2002 and 2011 (collectivelyJune 30, and with any notes thereto, the “Audited Year-End Financial Statements”) 2001; and (ii) the unaudited balance sheetconsolidated financial statements of the Company and its Subsidiaries for the two months ended August 31, statement 2003 (collectively, the "Company Financial Statements") have been provided to the Acquiror. Except as set forth on Schedule 2.4(a), each of the Parent Financial Statements (including the footnotes thereto) is in accordance with the books and records of the Seller, presents fairly and accurately the financial position, assets and liabilities and results of operations and statement of cash flows of AER the Seller at the dates and for the periods indicated and has been prepared in accordance with generally accepted accounting principles applied on a consistent basis in effect on the date hereof as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States ("GAAP"). The Parent Financial Statements contain appropriate allowances and reserves for the Seller's accounts receivable and other accruals. Except as set forth on Schedule 2.4(a), each of the Company Financial Statements (including the footnotes thereto, if any) is in accordance with the books and records of the Company, presents fairly and accurately the financial position, assets and liabilities and results of operations and cash flows of the Company and its Subsidiaries on a combined basis as of at the dates and for the nine months ended September 30, 2011 periods indicated and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Financial Statements have has been prepared in accordance with GAAP applied and on a basis consistent basis (except as may be noted therein)with the Parent Financial Statements, subject only to normal and present fairly, in all material respects, the combined financial position, combined cash flows and the combined results of operations of AER and its Subsidiaries as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal immaterial year-end adjustmentsadjustments and footnote disclosures and except for consolidating entries including income tax provisions and interest on intercompany indebtedness. The Company Financial Statements have been prepared on a combined basis, contain appropriate allowances and include all legal entities which comprised AER reserves for the Company's and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial StatementsSubsidiaries' accounts receivable and other accruals. (b) There are no liabilities or obligations As of August 31, 2003 (the Transferred "Balance Sheet Date"), neither the Company or nor any of its Subsidiaries of had any nature, indebtedness or other liability (whether or not known or unknown, accruedwhether absolute or contingent, contingent whether liquidated or otherwise, that would be required by GAAP unliquidated and whether due or to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or become due) which was not disclosed in the notes Company Financial Statements (including the footnotes thereto). Except as set forth on Schedule 2.4(b), neither the Company nor any of its Subsidiaries has incurred from and after the Balance Sheet Date any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), other than those that (i) are reflected current liabilities for trade or reserved against on business obligations incurred after the unaudited balance sheet Balance Sheet Date in connection with the purchase of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been incurred goods or services in the ordinary course of business and consistent with past practice since September 30practice. (c) Schedule 2.4(c) sets forth the Funded Debt as of the date hereof, 2012; (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged including identification of each entity to which the Funded Debt is owed, the applicable interest rate and a summary of repayment terms. Except as set forth on Schedule 2.4(c), all Funded Debt may be repaid at any time without premium or paid off; or (v) individually or in penalty. Except as set forth on Schedule 2.4(c), neither the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and nor any of its Subsidiaries has any obligation in respect of indebtedness for borrowed money, whether as primary obligor, guarantor or otherwise. Neither the BusinessCompany nor its Subsidiaries is in default in any material respect of its obligations, covenants or agreements under any loan documents, credit facilities or other financing documents, which default would be reasonably likely to result in each case, taken as a wholeMaterial Adverse Effect.

Financial Statements; Liabilities. (a) Section 3.6(a) of Prior to the Closing Date, Seller Disclosure Schedule sets forth has made available to Purchaser (i) the audited unaudited balance sheetsheet of Seller as of December 31, 2024 (which may be in draft form and subject to revision, due to timing constraints) (the “Balance Sheet Date”), and the related unaudited consolidated statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and Seller for the years year ended December 312024, 2009together with the notes thereto and which may be in draft form and subject to revision, 2010 and 2011 due to timing constraints (collectively, and with any notes theretotogether, the “Audited Year-End Unaudited Financial Statements”) ), and (ii) the unaudited audited balance sheetsheet of Seller as of December 31, 2023, and December 31, 2022, and the related audited consolidated statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and Seller for the nine months ended September 30financial years 2023 and 2022, 2011 and September 30, 2012 together with the notes thereto (collectively, and with any notes theretotogether, the “Interim Audited Financial Statements” ”, and together with the Audited Year-End Unaudited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared from the books and records of Seller in accordance with GAAP in effect as of the applicable date or period, consistently applied on a consistent basis (except as may be noted therein), and present fairlythroughout the periods covered thereby. The Financial Statements fairly present, in all material respects, the combined financial positionposition of the Business, combined cash flows the net assets of the Business and the combined results of operations of AER and its Subsidiaries as of the respective dates thereof or Business for the periods then endedcovered thereby, except that in each case, in conformity with GAAP, with only such deviations from such accounting principles as are referred to the Interim Financial Statements do not include footnotes that would be required by GAAP or notes to thereto and subject to normal year-end audit adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements. (b) There are no liabilities or obligations Liabilities of the Transferred Company or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, Business that would be required by under GAAP (or, to the knowledge of Seller, would not be required under GAAP) to be reflected or reserved against disclosed on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto)Business, other than those that except (i) are reflected or reserved against Liabilities disclosed on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30Financial Statements, 2012; (ii) have been incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice since September 30business, 2012; (iii) are expressly contemplated by transaction expenses incurred in connection with the negotiation of this Agreement; Agreement and the Transaction Documents and (iv) have been fully discharged or paid off; or (vLiabilities expressly set forth on Section 4.5(b) individually or in of the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a wholeDisclosure Schedules.

Financial Statements; Liabilities. (a) Section 3.6(a4.4(a) of the Seller Company Disclosure Schedule sets forth (i) contains the audited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the years ended December 31, 2009, 2010 and 2011 following financial statements (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and ): (iix) the unaudited audited consolidated balance sheetsheet of the Transferred Entities (as they relate to such entities in existence at the applicable dates) as of December 31, statement 2016 and December 31, 2015 and the related consolidated statements of operations operations, consolidated statements of comprehensive income, consolidated statements of equity and statement consolidated statements of cash flows of AER the Transferred Entities (as they relate to such entities in existence at the applicable time periods) for the fiscal years ended December 31, 2016 and its Subsidiaries on a combined basis December 31, 2015, and (y) the unaudited consolidated balance sheet of the Transferred Entities (as it relates to such entities in existence at the applicable dates) as of March 31, 2017 and the related unaudited consolidated statement of operations of the Transferred Entities (as it relates to such entities in existence at the applicable time periods) for the nine months three-month period ended September 30March 31, 2011 and September 30, 2012 2017 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Financial Statements (i) were derived from and prepared in accordance with the books of account and other financial records of the Transferred Entities, (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may except, in the case of the Interim Financial Statements, for the omission of footnotes, and subject to normal adjustments, which will not be noted thereinmaterial in nature or amount to the Transferred Entities), and (iii) present fairly, in all material respects, the combined consolidated financial position, combined cash flows position and the combined consolidated results of operations of AER and its Subsidiaries the Transferred Entities, as applicable, as of the respective dates thereof or and the periods then ended, except that as set forth in the notes thereto (subject, in the case of Interim Financial Statements do Statements, to normal adjustments, which will not include footnotes that would be required by GAAP material in nature or normal year-end adjustmentsamount to the Transferred Entities). The Second Quarter Financial Statements Statements, if delivered , (a) were derived from and prepared in accordance with the books of account and other financial records of the Transferred Entities, (b) have been prepared in accordance with GAAP applied on a combined basisconsistent basis during the periods involved (except for the omission of footnotes, and include subject to normal adjustments, which will not be material in nature or amount to the Transferred Entities), and (c) present fairly, in all legal entities which comprised AER material respects, the consolidated financial position and its Subsidiaries the consolidated results of operations of the Transferred Entities, as applicable, as of October 1the respective dates thereof and the periods then ended, 2010except as set forth in the notes thereto (subject to normal adjustments, as well as certain results of CILCORP, Inc., as further explained which will not be material in Note 1 nature or amount to the Audited Year-End Financial StatementsTransferred Entities). (b) There are no liabilities or obligations of the Transferred Company or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, Entities that would be required by GAAP to be reflected or reserved against for on a combined consolidated balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto)Entities, other than those that (i) are reflected or reserved against on in the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30Financial Statements or disclosed in the notes thereto, 2012; (ii) have been incurred since December 31, 2016, in the ordinary course of business consistent with past practice since September 30, 2012; or (iii) are expressly contemplated by this Agreement; (iv) have been fully discharged or paid off; or (v) individually or in the aggregate, are not, and would not reasonably be expected to be, individually or in the aggregate, material to the Transferred Company and its Subsidiaries or the Business, in each caseEntities, taken as a whole. (c) Since the Lookback Date, no Transferred Entity has received any material complaint, allegation, assertion or claim, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Transferred Entities or their respective internal accounting controls. (d) The books of account and other financial records of the Transferred Entities have been kept accurately in all material respects in the ordinary course of business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Transferred Entities and have been properly recorded therein in all material respects. The Company has established and maintains a system of internal accounting controls which is intended to provide, in all material respects, reasonable assurance: (i) that transactions, receipts and expenditures of the Transferred Entities are being executed and made only in accordance with appropriate authorizations of management and the board of directors of the Company, and (ii) that accounts, notes and other receivables are recorded by the Transferred Entities completely and accurately in all material respects in conformity with GAAP, subject to appropriate reserves.

Financial Statements; Liabilities. (a) Section 3.6(aThe audited financial statements and unaudited interim financial statements of Xxxxxx included in the Xxxxxx 10-K and the Xxxxxx 10-Q (including any related notes or schedules) of the Seller Disclosure Schedule sets forth fairly present in all material respects (i) and the audited balance sheetfinancial statements and unaudited interim financial statements of Xxxxxx included in Xxxxxx SEC Documents filed after the date of this Agreement will fairly present in all material respects), statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the years ended December 31, 2009, 2010 and 2011 (collectively, and with any notes thereto, the “Audited Year-End Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted thereinindicated in the notes thereto), and present fairly, in all material respects, the combined consolidated financial position, combined cash flows and the combined results position of operations of AER Xxxxxx and its consolidated Subsidiaries as of the respective dates thereof or and its consolidated results of operations and changes in financial position for the respective periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or ended (subject to normal year-end adjustments. The Financial Statements have been prepared on a combined basis, adjustments and include all legal entities which comprised AER and its Subsidiaries as lack of October 1, 2010, as well as certain results footnote disclosure in the case of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statementsany unaudited interim financial statements). (b) There are Xxxxxx and its Subsidiaries have no liabilities or obligations of the Transferred Company or its Subsidiaries of any naturekind whatsoever, whether or not known or unknown, asserted or unasserted, accrued, contingent contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in the balance sheet of Xxxxxx included in the Xxxxxx 10-K or 10-Q or disclosed in the notes thereto; (ii) liabilities incurred since September 30, 2001 in the ordinary course of business; (iii) liabilities or obligations under the Xxxxxx Transaction Agreements or incurred in connection with the transactions contemplated thereby; (iv) obligations of Xxxxxx or its Subsidiaries under the agreements, contracts, leases, licenses to which it is a party that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in the notes thereto), other than those that (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been incurred Xxxxxx included in the ordinary course of business consistent with past practice since September 30, 2012; (iii) Xxxxxx 10-Q and which are expressly contemplated by this Agreement; (iv) have been fully discharged so reflected or paid off; or reserved against thereon; (v) individually as set forth in Section 4.7 of the Xxxxxx Disclosure Schedule; and (vi) other liabilities or obligations which, in the aggregate, are not, and would could not reasonably be expected to behave a Xxxxxx Material Adverse Effect, or have a material adverse impact on the ability of Xxxxxx to consummate the Transferred Company and its Subsidiaries or transactions contemplated by the Business, in each case, taken as a wholeXxxxxx Transaction Agreements.

Financial Statements; Liabilities. (a) Section 3.6(a) The Company has delivered to Purchaser true and complete copies of the Seller Disclosure Schedule sets forth (i) audited consolidated balance sheets of the audited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and Company for the fiscal years ended December 31, 20092001, 2010 2002 and 2011 2003 and the related audited consolidated statements of income and cash flows for the fiscal years then ended (collectively, and with any notes thereto, the “Audited Year-End "Company Financial Statements”) and (ii) "). Except as otherwise indicated in the unaudited balance sheet, statement of operations and statement of cash flows of AER and its Subsidiaries on a combined basis as of and for notes to the nine months ended September 30, 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Company Financial Statements, the “Financial Statements”). The balance sheets and statements of income included in the Company Financial Statements have been prepared in accordance with GAAP consistently applied on a consistent basis (except as may be noted therein), during the periods involved and present fairlyfairly present, in all material respects, the combined consolidated financial position, combined cash flows position and the combined results of operations of AER the Company and its Subsidiaries as of the respective dates thereof or date and for the periods period presented therein. (b) The Company has delivered to Purchaser true and complete copies of the unaudited consolidated balance sheet of the Company as of June 30, 2004 and the related unaudited consolidated statements of income and cash flows of the Company for the six month period then endedended (the "June 2004 Financial Statements"). Except as set forth in Schedule 4.5(b), except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The balance sheet and statements of income and cash flows included in the June 2004 Financial Statements have been prepared on a combined basisin accordance with GAAP consistently applied during the periods involved, and include fairly present, in all legal entities which comprised AER material respects, the financial position and the results of operations of the Company and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 the date and for the period presented therein subject to changes resulting from normal year end adjustments and subject to the Audited Year-End Financial Statementsabsence of footnote disclosure and other presentation items. (bc) There are no liabilities The Company does not have any Liabilities (whether direct, indirect, accrued or obligations contingent) of the Transferred Company or its Subsidiaries of any nature, whether or not known or unknown, accrued, contingent or otherwise, that would be a nature required by GAAP to be reflected or reserved against disclosed on a combined balance sheet of the Transferred Company and its Subsidiaries (except for Liabilities, commitments or disclosed in the notes thereto), other than those that obligations (i) are reflected or reserved against on the unaudited balance sheet of AER and its Subsidiaries on a combined basis as of September 30, 2012; (ii) have been for Taxes incurred in the ordinary course of business consistent with past practice since September subsequent to June 30, 2012; 2004, (ii) incurred in the ordinary course of business subsequent to June 30, 2004 and which are immaterial, (iii) are expressly contemplated by this Agreement; reflected on, accrued or reserved against in the Company Financial Statements or the June 2004 Financial Statements or (iv) disclosed in Schedule 4.5(c) hereto. Neither the Company nor its Subsidiaries have been fully discharged nor will they have as of the Closing any obligation or paid off; liability for earnouts or (v) individually other contingent payments payable to former owners of assets, stock or in other interests acquired by the aggregate, are not, and would not reasonably be expected to be, material to the Transferred Company and or its Subsidiaries or otherwise arising out of previous acquisitions by the Business, in each case, taken as a wholeCompany or its Subsidiaries.