Common use of Excluded Assets Clause in Contracts

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased Assets: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Date.

Excluded Assets. Notwithstanding any provision in the Transaction Documents to the contrary, the Buyer expressly understands and agrees that none of the following assets and properties assets, properties, rights or interests of the Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased Acquired Assets: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as consideration delivered to the parties may agree will be retained Seller by Buyer pursuant to the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Transaction Documents; (b) insurance policies relating to all rights of the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights Seller arising under Section 5.05)the Transaction Documents; (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks rights in and names set forth in Section 2.03 with respect to insurance policies of the Disclosure Seller, except for those insurance policies listed on Schedule (the “Seller Trademarks and Tradenames”2.1(h), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether any governmental authorization listed in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redactedSchedule 2.1(e)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and any assets described in Section 2.03 of the Disclosure Scheduleany Employee Plan; (f) all rights refunds or claims for refunds of Seller or any of Taxes paid by the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebySeller; (g) all Purchased Assets sold Seller operated, license operated and franchise operated ▇▇▇▇▇’▇ Coffee branded retail stores or otherwise disposed kiosks and the leases, licenses and franchise agreements with respect thereto, including footprint stores in special venues such as within the premises of manufacturing facilities, and kiosks and cafes located in grocery stores, hotels, hospitals, airports and university campuses (the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and“Retail Stores”) and all leased or owned properties relating to Retail Stores and personal property located at any Retail Stores; (h) all tangible property located at any of Seller’s the Retail Stores or the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to Seller generated or held by the Business arising Seller on or prior to the Closing Date, that are not used in, or otherwise attributable to the Wholesale Business; (i) any Cash owned by the Seller as of the Closing Date; and (j) all of the Excluded Assets listed on Schedule 2.2(j).

Excluded Assets. Buyer Except to the extent expressly understands set forth in a separate written agreement executed between Sellers and agrees Purchaser making specific reference to this Agreement, Sellers and Purchaser expressly understand and agree that Sellers are not hereunder selling, assigning, transferring, conveying or delivering to Purchaser any assets, properties, rights, contracts or claims other than the Assets, including without limitation any of the following assets and properties of Seller and the Retained Subsidiaries (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all All minute books and other corporate records of Seller’s any Seller and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))its affiliates; (b) All insurance policies relating and proceeds thereof payable to a Seller or its affiliates (except to the Business extent of, and all claimssubject to, credits, causes the provisions of action or rights thereunder (except for Buyer’s rights under Section 5.05this Agreement regarding a casualty loss to the Locations following the date hereof); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights)All cash, including the marks cash equivalents, refunds and names set forth in Section 2.03 accounts receivable of the Disclosure Schedule (the “a Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-Licenseits affiliates; (d) all booksAll tax refunds, records, files credits and papers, whether in hard copy or computer format, prepared in connection benefits with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating respect to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating Assets to the Business may be redacted)) and all minute books and corporate records of Seller and extent the Retained Subsidiariessame relate to periods before the Closing; (e) the property Sellers’ beer permits and assets described in Section 2.03 of the Disclosure Schedulelottery agreements; (f) All trademarks, patents, copyrights and other intellectual property of a Seller and its affiliates, except the trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all rights of Seller or derivatives thereof, and any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyand all related trademarks and trade dress, which are being conveyed to Purchaser as set forth in Section 1.1(g) above; (g) All deposits and prepaid expenses for which a Seller is not given credit pursuant to Section 4.7 hereof; (h) All properties, assets, rights and business interests of Sellers and their respective affiliates situated at sites other than the Locations; (i) All personal property owned by any third-party at the Locations as particularly identified on Schedule 1.2(i) as being vendor supplied or leased (the “Excluded Personal Property”); (j) All reimbursements to which any Sellers are entitled under any state petroleum storage tank fund for Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by Sellers for claims relating to a Location; (k) All records, files, ledgers, journals, tax returns, tax records, business and financial records, and the like of each Seller (excluding the Books and Records); (l) ▇▇▇▇▇▇ Petroleum’s wholesale gas distribution business, including its consignment sales operations, and all Purchased Assets sold or otherwise disposed assets thereof, the Subway restaurants operated by ▇▇▇▇▇▇ Petroleum and all assets thereof, ▇▇▇▇▇▇ Petroleum’s agreement with Exxon-Mobil (subject to the Exxon Station Consent), ▇▇▇▇▇▇ Petroleum’s wholesale lubricants distribution business and ▇▇▇▇▇▇ Petroleum’s blending operation; (m) The claim against the Town of Mosheim described in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereofSchedule 5.4; and (hn) all of Seller’s and The assets to be sold under the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing DateLGO Asset Purchase Agreement.

Excluded Assets. Notwithstanding anything herein to the contrary, from and after the Closing, Seller and its Affiliates shall retain, and there shall be excluded from the sale, conveyance, assignment or transfer to Buyer expressly understands hereunder, and agrees that the Transferred Assets shall not include, any of the Friendco Transferred Assets (except as set forth in Section 5.15) or the following assets and properties of Seller and the Retained Subsidiaries Assets (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all Assets with respect to Taxes (including duty and tax refunds and prepayments) and net operating losses of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Seller or any of its Affiliates; (b) insurance policies relating except to the Business extent set forth in Section 5.1(d), all Tax Returns of Seller or any of its Affiliates and all claims, credits, causes of action or rights thereunder Books and Records (except for Buyer’s rights under Section 5.05)including working papers) and tax software to the extent directly related thereto; (c) all Intellectual Property Rights (insurance policies and rights thereunder other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseInsurance Claims; (d) all bookscredits, recordsprepaid expenses, files deferred charges, advance payments, security deposits and papersprepaid items, whether in hard copy or computer formateach case, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating only to the Business, copies of which will be made available extent related to Buyer at the Closing (it being understood any Asset that the portion of such copies is not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiariesa Transferred Asset; (e) all cash and cash equivalents, except for the property and assets described in Section 2.03 of the Disclosure ScheduleTransferred Cash; (f) all Intercompany Receivables; (g) all Contracts (including all Third Party Confidentiality Agreements) other than Assigned Contracts; (h) (i) any Owned Real Property that, and any lease (other than a lease designated by Buyer as an Assigned Contract) for real property that, (A) is vacant, (B) contains only inactive headends, inactive hubsites or inactive optical transition nodes or (C) is solely residential in nature and (ii) the Owned Real Property set forth on Schedule 2.2(h) of the Seller Disclosure Schedule; provided, however, that, from time to time prior to the Closing but no later than ten Business Days prior to the Closing, Buyer may designate any other Owned Real Property to be included on such Schedule 2.2(h) of the Seller Disclosure Schedule; (i) all Programming Agreements (other than any retransmission consent agreement that is an Assigned Contract); (j) all Assets listed on Schedule 2.2(j) of the Seller Disclosure Schedule; (k) (i) all claims (and proceeds related thereto) set forth on Schedule 2.2(k) of the Seller Disclosure Schedule relating to (A) the Rigas Litigation or (B) the Designated Litigation, (ii) all other claims (and proceeds related thereto) that Seller or any of its Affiliates may make after the date hereof to the extent not affecting any Specified Business (including any Transferred Asset or Assumed Liability) in any material respect and (iii) any claims of Seller or its Affiliates against Seller or any of its Affiliates (other than any claim against any Investment Entity) to the extent not affecting any Specified Business (including any Transferred Asset or Assumed Liability); (l) all personnel records, other than the Transferred Employees’ Records; (m) all rights in connection with and Assets of the Benefit Plans; (n) except for the Transferred Investments, all Equity Securities or other rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyits Affiliates in any other Person, including any Asset Transferring Subsidiary; (go) all Purchased Assets sold or otherwise disposed of in allocated to the ordinary course of business during Friendco Business pursuant to the period from the date hereof until the Closing Date in compliance with the terms hereofDesignated Allocation; and (hp) all state certificates of Seller’s public convenience and the Retained Subsidiaries’ claims necessity or similar state telecommunication Authorizations except for and rights to receive Tax refunds relating to the those that Buyer designates in writing as Transferred Assets at least ten Business arising on or Days prior to the Closing DateClosing.

Excluded Assets. Buyer expressly understands Nothing in this Agreement shall be deemed to transfer the Excluded Assets to Seller Sub, and agrees that the following all assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) its Affiliates not set forth in Section 2.1 above shall be excluded from the Purchased Assets and all right, title and interest therein shall be retained by Seller and its Affiliates (other than Seller Sub), including, without limitation, the following assets (collectively, “Excluded Assets:”): (a) all equipment cabinets and shelters (other than equipment shelters included in the Tower Structures) used or occupied exclusively by Seller or any of its Affiliates; mounting platforms used or occupied by Seller or any of its Affiliates; above-ground fuel tanks; electrical panels; the utility service lines connecting the power pole to any of Seller’s or its Affiliates’ equipment power protection and the Retained Subsidiaries’ cash connection boxes; microwave dishes; antennas and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))antenna connection boxes; (b) insurance policies relating all wiring; coaxial cabling; conduits used to protect coaxial cables that are needed to power, monitor and operate Seller’s network equipment; microwave antennas and other transport related equipment and housings; cable; equipment generators, communications and other radio equipment and amplifiers; waveguides and ice bridges; combination locks and padlocks for fence gates; cell-sites-on-wheels, cell-sites-on-light-trucks and any other temporary transmitting equipment; all of the foregoing to the Business and all claims, credits, causes of action extent used by Seller or rights thereunder (except its Affiliates exclusively for Buyer’s rights under Section 5.05)its telecommunications operations at a Tower Site; (c) all Intellectual Property Rights (the rights that accrue or will accrue to Seller under this Agreement or any of the other than the Business Intellectual Property Rights)Collateral Documents, including the marks consideration paid or to be paid to Seller hereunder and names set forth all accounts receivable, including rents and other amounts under the Tower Leases, in Section 2.03 of each case which accrue or are prorated prior to the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseClosing Date; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller which do not specifically relate to the Assets (provided that Seller shall have the right to retain one set of copies of all books and records of Seller which do specifically relate to the Retained SubsidiariesAssets); (e) the property and assets described in Section 2.03 rights to any of Seller’s claims for any Tax refunds, except to the extent that such claims relate to the operation of the Disclosure ScheduleAssets following the Closing; (f) all any claims or rights of Seller against third parties arising or any of relating to periods prior to the Retained Subsidiaries arising under Closing Date except to the Transaction Documents extent that such claims or rights are included in the transactions contemplated therebyAssumed Liabilities; (g) all Purchased Assets sold or otherwise disposed assets, properties and rights related to Rejected Sites and, pending cure of the pertinent Defect(s) in the ordinary course of business during the period from the date hereof until the Closing Date in compliance accordance with the terms hereof; andSection 6.9, Remedial Sites; (h) all cash on hand and in financial institutions, cash equivalents, marketable securities, bonds and bank accounts (excluding any security deposits held on behalf of Seller’s tenants, subtenants or licensees); (i) all insurance policies and, except as otherwise provided in clause (iii) of the definition of “Tower Related Assets”, all claims arising thereunder; and (j) the Excluded Governmental Authorizations. For the purpose of clarity, unless specifically included as an Asset, it is the intention of the parties hereto that the Excluded Assets shall include all assets located at a Tower Site which are used exclusively by Seller in the operation of its wireless services business and are of the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising type which would typically be supplied by a co-locating lessee on or prior to the Closing Datesuch Tower Site.

Excluded Assets. Buyer It is expressly understands understood and agrees agreed that the Assets shall not include the following assets and properties of Seller and the Retained Subsidiaries (the “"Excluded Assets”) shall be excluded from the Purchased Assets:"): (a) all of Seller’s and the Retained Subsidiaries’ Except as otherwise provided in Section 2.1(j), cash and cash equivalents on hand or similar type investments, such as certificates of deposit, Treasury bills and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))other marketable securities; (b) insurance policies relating Except as may be agreed pursuant to Section 2.8(g), any assets of any qualified or non-qualified pension or welfare plans or other deferred compensation arrangements maintained by the Contributor or any Affiliate thereof for employees of the Contributor or any Affiliate thereof prior to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)Closing Date; (c) all Intellectual Property Rights Any of the Contributor's or any Affiliate's right, title and interest in and to (other than i) the Business Intellectual Property Rights), including the marks names and names logos set forth on Schedule 2.2(c) and any other statutory names, trade names or trademarks, indications or descriptions of which such names or any name similar thereto forms a part and (ii) any other trade names, trademarks, trademark registrations or trademark applications, copyrights, copyright applications or copyright registrations or any derivative thereof or design used in Section 2.03 connection therewith that are not used principally in the normal operation and conduct of and are not uniquely applicable to the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseContributed Business; (d) all booksAll claims and rights against third parties (including, recordswithout limitation, files insurance carriers, indemnitors, suppliers and papersservice providers), whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies extent they do not relating relate to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesAssumed Liabilities; (e) Claims for refunds of Taxes for time periods ending on or before the property and assets described in Section 2.03 Closing Date, which Taxes remain the liability of the Disclosure ScheduleContributor under this Agreement; (f) Subject to the Master Intellectual Property Agreement, any and all rights of Seller the Intellectual Property and Trademarks of the Contributor or any Affiliate thereof to the extent not used principally in the normal operation and conduct of or to the Retained Subsidiaries arising under extent not applicable to the Transaction Documents or the transactions contemplated therebyContributed Business; (g) all Purchased Assets All items sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until prior to the Closing Date Date, none of which individually or in compliance with the terms hereofaggregate are material to the normal operation and conduct of the Contributed Business; and (h) all of Seller’s The tangible assets, intangible assets, real properties, contracts and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Daterights, described in Schedule 2.2(h).

Excluded Assets. Buyer expressly understands Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the Closing, the Company shall assign to Sellers (or their designee) and agrees that Sellers (or their designee) shall obtain the right, title and interest in and to each and all of the following assets and properties of Seller and the Retained Subsidiaries Company (the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Excluded Contracts; (b) insurance policies any rights, claims and credits (including all guarantees, indemnities, warranties and similar rights) in favor of the Company to the extent relating to (i) any excluded assets set forth in this Section 1.2, (ii) any Excluded Liability or (iii) the operation of the Business and all claimsprior to the Closing Date, creditsin the case of clause (iii), causes of action or rights thereunder (except for Buyer’s rights other than those that are specifically Purchased Assets under Section 5.05)1.1; (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Markers listed on Section 2.03 1.2(c) of the Company Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseLetter; (d) all books, records, files except for the Tray Ledger and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby Markers (other than confidentiality agreements those Markers listed on Section 1.2(c) of the Company Disclosure Letter) (all of which are part of the Purchased Assets but shall be purchased in accordance with any Person relating Section 4.2 hereof), and except for the Front Money which shall be treated as set forth in Section 9.11(d) hereof, all chips or tokens of other casinos, cash, cash equivalents, bank deposits or similar cash items of Sellers, the Company or Sellers’ Affiliates held at the Casino as of the Closing to the Business, copies of which will be made available to Buyer at extent not reflected in the Final Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesNet Working Capital; (e) the property and assets described in all refunds or rebates of Taxes to which Sellers are entitled under Section 2.03 of the Disclosure Schedule12.9(g); (f) all rights of Seller or any of the Retained Subsidiaries arising under human resources and other employee-related files and records, other than such files and records relating exclusively to the Transaction Documents or Transferred Employees (which files and records Sellers may retain an archival copy of, to the transactions contemplated therebyextent permitted by Law); (g) the Excluded Personal Property; (h) the Excluded Software; (i) all Purchased Assets sold indebtedness, accounts payable, or otherwise disposed other obligations owed to the Company by any Seller or any of their Affiliates; (j) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the Customer Database; (k) all data, files and other materials located on any storage device (including personal computers and servers) located at the Real Property (other than the books and records described in Section 1.1(j) hereof); (l) without limitation to Buyer’s rights pursuant to Sections 1.1(k) and 1.1(t), the ordinary course Total Rewards Program and any other player loyalty or rewards program of business during Sellers or their Affiliates and all customer related data; (m) any assets set forth on Section 1.2(m) of the period from Company Disclosure Letter; (n) the date hereof until Company Benefit Plans; (o) the Closing Date Company Insurance Policies (except as provided in compliance with Section 9.15); (p) the terms hereofSystem Marks; (q) the ▇▇▇▇▇▇’▇ Branded Paraphernalia; and (hr) all other assets and properties of Seller’s and the Retained Subsidiaries’ claims Company not exclusively used or held for and rights to receive Tax refunds relating to use in connection with the Business arising on or prior to the Closing DateBusiness.

Excluded Assets. Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer from AAR Manufacturing to Buyer expressly understands hereunder, and agrees that the Telair U.S. Assets shall not include, the following assets and properties of Seller (such retained assets and the Retained Subsidiaries (properties are collectively referred to herein as the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s (i) cash and the Retained Subsidiaries’ cash equivalents, wherever located, including bank balances and cash and cash equivalents in bank accounts, monies in the possession of any banks, savings and loans or trust companies and similar cash items on hand hand, (ii) bank accounts of AAR Manufacturing and (iii) investment securities and other short- and medium-term investments of AAR Manufacturing, but in banks each case excluding (except for such amountsA) escrow monies and funds held in trust (other than funds held in trust in connection with Seller Benefit Plans that are Excluded Assets) and (B) security deposits in the possession of landlords, if anyutility companies or Governmental Authorities (items (A) and (B) collectively, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing “Cash (the “Transferred CashDeposits”)); (b) insurance policies relating to the Business and all claims, credits, causes Owned Real Property of action or rights thereunder (except for Buyer’s rights under Section 5.05)AAR Manufacturing; (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 refunds of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under Taxes of any Portfolio Cross-LicenseSeller; (d) all books, records, files Tax Returns (and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with related work papers and work product) of any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesSeller; (e) the property and assets described except as expressly provided in Section 2.03 of the Disclosure Schedule5.4, all Seller Benefit Plans and any funds held in trust in connection with such Seller Benefit Plans; (f) all rights of the Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyTrademarks; (g) all Purchased Assets sold the Contracts, computer hardware, stored data, software and documentation owned or otherwise disposed licensed by AAR Manufacturing and listed in Section 2.2(g) of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andSeller Disclosure Letter; (h) all any rights or benefits pursuant to any insurance policies of Seller’s AAR Manufacturing (whether intercompany, self-insurance or otherwise); provided, however, that following the Closing, to the extent acceptable to the insurance carriers of Sellers to which the claim applies, Buyer and its Affiliates (including the Retained Subsidiaries’ Business) shall continue to have access to, be entitled to make claims for and rights on, cause Sellers or its Affiliates to receive Tax refunds relating make a claim on (on behalf of Buyer), be entitled to claim benefits from or seek coverage under occurrence based insurance policies of Sellers that relate to any claim, act, omission, event, circumstance, occurrence or loss related to the Business arising Assets, the Transferred Employees or the Assumed Liabilities that occurred or existed on or prior to the Closing Date, it being understood that Buyer shall be responsible for any deductibles or retentions, as well as any costs or expenses, associated with any such claims; (i) any causes of action, lawsuits, judgments, claims and demands of any nature of AAR Manufacturing that arose or arise or relate to events that occur prior to, at or following the Closing but only if the same arose, arise out of, or are related to, any of the other Excluded Assets, whether arising by way of counterclaim or otherwise; (j) any governmental licenses, permits and approvals of AAR Manufacturing, including Environmental Permits, that (i) do not exclusively relate to the Business or (ii) exclusively relate to the Business but their transfer is not permitted by Law; (k) any Books and Records of AAR Manufacturing (i) to the extent they relate to the businesses of AAR Manufacturing or any of its Affiliates (other than the Business); (ii) that AAR Manufacturing or any of its Affiliates are required to retain pursuant to Law or (iii) that relate primarily to the Excluded Assets; and (l) any other assets or rights listed in Section 2.2(l) of the Seller Disclosure Letter. To the extent any Excluded Asset is owned, leased or licensed by an Acquired Company or the Satair JV, such assets shall be transferred, prior to Closing, from the applicable Acquired Company or the Satair JV to AAR International or such other entity as directed by AAR International, with such transfer being characterized by the parties hereto as a distribution made prior to the Effective Time. Notwithstanding anything herein to the contrary, in accordance with Section 2.4 Buyer shall pay AAR International for any and all cash, cash equivalents and cash items that are held by any Acquired Company or the Satair JV at the Closing (such amount expressed in U.S. Dollars regardless of its current currency or form, the “Closing Cash Amount”), which amounts shall be subject to adjustment pursuant to Section 2.6; provided that for purposes hereof (i) the “Closing Cash Amount” shall be reduced by the aggregate balance of all outstanding checks as of the Closing, (ii) with respect to cash and cash equivalents of the Satair JV, only 70.5% of such cash and cash equivalents shall be included in the calculation of the “Closing Cash Amount,” (iii) only 65% of the aggregate amount of such cash and cash equivalents held in bank accounts in Germany as of the Closing in excess of $2,000,000 shall be included in the calculation of the “Closing Cash Amount,” and (iv) only 65% of the aggregate amount of such cash and cash equivalents held in bank accounts in Norway and Sweden as of the Closing in excess of $1,500,000 shall be included in the calculation of the “Closing Cash Amount.”

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer expressly understands and agrees that shall not purchase or otherwise acquire, the following assets and properties of Seller and (such assets being collectively referred to hereinafter as the Retained Subsidiaries (the “"Excluded Assets”) shall be excluded from the Purchased Assets:"): (a) all rights of Seller and Seller’s and 's Affiliates arising under this Agreement, the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as Other Agreements or from the parties may agree will be retained by consummation of the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))transactions contemplated hereby or thereby; (b) insurance policies relating all of Seller's rights in assets to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights extent related primarily to Seller's tissue culture based urokinase product currently marketed under Section 5.05the brand Abbokinase(R); (c) all Intellectual Property Rights (other than accounts receivable, notes receivable, cash, bank deposits, marketable securities and intercompany receivable balances owed to Seller or Seller's Affiliates with respect to the Business Intellectual Property Rights), including Products existing at the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseClosing Date; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records rights of Seller and the Retained SubsidiariesSeller's Affiliates arising under any active contract or agreement not set forth in Schedule 2.1(c); (e) all corporate minute books, stock records and Tax returns (including all workpapers relating to such Tax returns) of Seller and Seller's Affiliates and such other similar corporate and financial books and records of Seller and Seller's Affiliates as may exist on the property and assets described in Section 2.03 of the Disclosure ScheduleClosing Date; (f) all rights of real property, buildings, structures and improvements thereon, whether owned or leased by Seller or any of Seller's Affiliates, and all fixtures and fittings attached thereto, including those in the Retained Subsidiaries arising under buildings designated by Seller as the Transaction Documents or the transactions contemplated therebyM3, M3B, M6 and M10 buildings in its North Chicago, Illinois location; (g) all Purchased Assets sold Intellectual Property of Seller or otherwise disposed Seller's Affiliates of any kind not listed on Schedule 2.1(b) or referred to in clause (ii) of Section 2.1(b), specifically including the ordinary course of business during trademarks or trade names "Abbott," "Abbott Laboratories" and any variants thereof, the period from the date hereof until the Closing Date in compliance with the terms hereof; and (hstylized ▇▇▇▇▇l "A," ▇▇▇ ABBOKINASE(R) all of Seller’s trademark, and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating any Intellectual Property to the Business arising on or prior extent related primarily to Seller's tissue culture based urokinase product currently marketed under the brand Abbokinase(R); and US Patent No. 5,665,578 and US Patent No. 5,741,682 (which will be licensed to Buyer pursuant to the Closing DatePatent License Agreement).

Excluded Assets. Buyer expressly understands and agrees that The "Excluded Assets" shall consist of (i) the following assets of Seller, and properties (ii) any other assets of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be which are not specifically set forth in Schedule 2.1, all of which are specifically excluded from the Purchased definition of Acquired Assets: (a) Seller's books and records not included in Section 2.1(g) above, including Seller's corporate charter, taxpayer and other identification numbers, corporate seals, minute books (including materials distributed to directors), stock transfer books, blank stock certificates, tax records, personnel records, and all other books and records related to the Excluded Assets, Excluded Contracts, Excluded Liabilities or otherwise not related to the Business or the Acquired Assets; provided, however, copies of Seller’s any such books and records shall be provided to Buyer for legitimate business purposes to the Retained Subsidiaries’ cash extent reasonably requested by Buyer to comply with the requirements of Governmental Entities or in connection with legal matters, provided appropriate confidentiality protections and cash equivalents on hand and in banks (except for use restrictions, reasonably satisfactory to both parties, shall be agreed to with respect to such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))copies; (b) insurance policies relating All claims, rights, interests and proceeds with respect to Tax refunds for Taxes that accrue to Seller (excluding refunds of Taxes for which Buyer is liable under this Agreement) or for which Seller is liable prior to the Business and all claimsClosing under this Agreement, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)heretofore paid by Seller; (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 All deferred tax assets or tax attributes of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseSeller; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesAll Excluded Contracts; (e) All logos, trademarks, service marks, or other markings or Intellectual Property licensed by Seller pursuant to the property and assets described in Section 2.03 of the Disclosure ScheduleBlockbuster License; (f) all rights All DVD inventory (inclusive of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyBlu-Ray and videogame discs), including cases and RFID tags, that is not included in Personal Property; (g) Any and all Intellectual Property which is not Purchased Assets sold or otherwise disposed Intellectual Property, including, but not limited to, all Licensed Intellectual Property; (h) All of Seller's right, title and interest (as applicable) in and to any and all software not included in the ordinary course Purchased Software, including but not limited to the Owned Seller Software; (i) Seller's cash on hand and all other cash in any of business during Seller's bank or savings accounts, and any other cash equivalents of Seller, relating to the period from Business or otherwise; (j) All furniture and office equipment of Seller used in or relating to the date hereof until Business or otherwise, including, but not limited to, personal computers, cell phones and any other portable electronic devices; (k) All intercompany accounts and notes receivable; (l) All interests in the Closing Date in compliance with the terms hereofsecurities of any of Seller's subsidiaries or other Affiliates; and (hm) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising The assets specifically identified on or prior to the Closing DateSchedule 2.2(m).

Excluded Assets. Notwithstanding the foregoing, Buyer expressly understands is not purchasing and agrees that Seller is retaining all right, title and interest in and to the following assets and properties of Seller and (collectively, the Retained Subsidiaries (the “"Excluded Assets”) shall be excluded from the Purchased Assets:"): (a) all of Seller’s and 's rights under this Agreement, the Retained Subsidiaries’ cash and cash equivalents on hand and Escrow Agreement, the Sublease, the Transition Services Agreement, the Subcontract, the Billing Services Agreement or any other document or agreement delivered to or received by Seller in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))connection herewith; (b) insurance policies relating to the Business All cash on hand and all claimsin banks, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)cash equivalents and investments; (c) all Intellectual Property Rights Seller's bank accounts (other than except the Business Intellectual Property Rightslockbox accounts listed on Schedule 2.1(l)), including the marks checkbooks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-Licensecancelled checks; (d) all booksThe real property lease for Seller's headquarters facility in Tempe, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesArizona; (e) The corporate name "OrthoLogic" and any related trademarked or stylized versions thereof (the property and assets described in Section 2.03 of the Disclosure Schedule"Excluded Marks"); (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebySeller's corporate charter, minute and stock record books, and corporate seal and tax returns; (g) All Accounts Receivable due from Federal health care programs, and all Purchased Assets sold rights to ▇▇▇▇ Federal health care program payors for sales completed prior to the Closing (the "Excluded Medicare Receivables"); (h) Seller's rights to any refunds due with respect to insurance premium payments and Tax refunds with respect to Taxes heretofore paid by Seller; (i) All property, tangible and intangible, real or otherwise disposed personal, and all assets of Seller that are not related primarily to the Business, including, without limitation, those assets used in the ordinary course design, development and marketing of business during the period from the date hereof until the Closing Date in compliance with the terms hereofSeller's injectable bone healing products and as set forth on Schedule 2.3(i); (j) Any insurance policies held by Seller; (k) The agreements set forth on Schedule 2.3(k); and (hl) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising The assets, if any, described on or prior to the Closing DateSchedule 2.3(l).

Excluded Assets. Buyer expressly understands Notwithstanding anything herein to the contrary, there shall be excluded from the sale, conveyance, assignment or transfer from the Asset Sellers to Buyers hereunder, and agrees that the Purchased Assets shall not include, the following assets and properties of Seller and the Retained Subsidiaries (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand of any Asset Seller, including any investment securities and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries other short- and not constitute Purchased Subsidiary Premedium-Closing Cash (the “Transferred Cash”))term investments of any Asset Seller; (b) insurance policies relating all trade accounts receivable and other rights to payment from customers of any Asset Seller and the Business and full benefit of any all claims, credits, causes of action security for such accounts or rights thereunder to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of any Asset Seller; all other accounts or notes receivable of any Asset Seller and the full benefit of all security for such accounts or notes; and any claim, remedy or other right related to any of the foregoing (except for Buyer’s rights under Section 5.05“Accounts Receivable”); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights)real property owned by any Asset Seller, including the marks and names set forth in Section 2.03 of real property relating to the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseAltoona Facility; (d) all booksany real property lease rights of any Asset Seller, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or except for the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller Plant B Lease and the Retained SubsidiariesGeorgia Lease; (e) Contracts to which any Asset Seller is party or bound that are not Assigned Contracts (the property and assets described in Section 2.03 of the Disclosure Schedule“Excluded Contracts”); (f) all the rights of that accrue or will accrue to any Asset Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyDocuments; (g) all Purchased Assets sold or otherwise disposed refunds of in the ordinary course Taxes of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andany Asset Seller; (h) all Tax Returns (and related work papers and work product) of any Asset Seller’s ; (i) the Seller Trademarks not assigned in connection herewith; (j) all Seller Benefit Plans and the Retained Subsidiaries’ any funds held in trust in connection with such Seller Benefit Plans; (k) any rights or benefits pursuant to any insurance policies of any Asset Seller (whether intercompany, self-insurance or otherwise); (l) any causes of action, lawsuits, judgments, claims for and rights demands of any nature of any Asset Seller that arose or arise or relate to receive Tax refunds relating to the Business arising on events that occur prior to, at or prior to following the Closing Dateif the same arose, arise out of, or are related to, any of the Excluded Assets, whether arising by way of counterclaim or otherwise; (m) any Permits of any Asset Seller, including Environmental Permits, not specifically assigned in connection herewith; (n) all Excluded Plant A Inventory as of the Closing; (o) the Asset Seller Corporate Books; (p) the Excluded UPC Codes; and (q) any other asset owned, leased or licensed by any Asset Seller that is not included in the Purchased Assets.

Excluded Assets. Buyer expressly understands Notwithstanding anything to the contrary in this Agreement, in no event shall any Seller be deemed to sell, transfer, assign, convey or deliver, and agrees that such Seller shall retain all right, title and interest to, in and under any properties, rights interests or other assets of such Seller other than the following assets and properties of Seller and the Retained Subsidiaries Acquired Assets (collectively, the “Excluded Assets”) which shall be excluded from the Purchased Assetsinclude: (a) all Accounts Receivable of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as Sellers to the parties may agree will be retained by extent not related to the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Acquired Assets or Acquired Businesses; (b) insurance policies relating to all Equity Interests of any of the Business and all claims, credits, causes of action Sellers’ direct or rights thereunder (except for Buyer’s rights under Section 5.05)indirect Subsidiaries; (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments Sellers’ rights under any Portfolio Cross-Licensethis Agreement; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or of the transactions contemplated hereby (other than confidentiality agreements with Sellers’ rights under any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesExcluded Asset; (e) all Contracts to which any Seller is a party other than the property and assets described in Section 2.03 of the Disclosure ScheduleAssigned Contracts, including independent contractor agreements; (f) all rights payments for the purchase of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebygoods, including but not limited to customer deposits and prepaid amounts; (g) all Purchased Assets sold or otherwise disposed of in Leases to which any Seller is a party other than the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andAssumed Leases; (h) all assets of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Albatross Software; (i) all Tax Returns or Tax refunds relating of a Seller Tax Group or any Seller or Affiliate thereof; (j) all Tax refunds with respect to the Business arising on or prior Acquired Assets (excluding, for the avoidance of doubt, any Tax refund described in Section 1.2(i) and any Tax refunds received by the Seller in relation a Tax attributable to the Acquired Assets and paid by the Purchaser after Closing) allocable to a Pre-Closing DateTax Period, as determined pursuant to Section 5.11; and (k) all software, Intellectual Property Rights, Computer Systems, and information technology systems and applications, including the PVS6 gateway and related technology, that are owned, used in, relate to, or are necessary for the conduct and performance of (i) services to all lease customers under the existing maintenance services agreements pursuant to which Sellers provide certain operating and maintenance services to those subsidiaries of SunStrong Capital Holdings, LLC who own PV and storage systems (each, an “Owner”), (ii) the existing lease and loan services agreements, pursuant to which SunPower Capital Services, LLC provides certain lease and loan services to the Owners, and (iii) the existing transaction management and asset management agreements pursuant to which SunStrong Capital Holdings, LLC and SunPower Capital Services, LLC provide certain administrative and management services, provided, however, the Sellers shall (A) subject to the entry of an Order by the Bankruptcy Court, provide the purchaser with a license to utilize the PVS6 gateway and related technology with respect to the Acquired Assets and (B) use commercially reasonable efforts to transfer the servicing of the Acquired Assets to a go-forward servicer; and (l) all computers of Sellers’ employees that are ultimately hired by ▇▇▇▇▇▇▇▇▇; provided, however that at such time that the Sellers no longer need to maintain and/or preserve the computers and it is determined that the computers may be transferred, all computers of Sellers will be transferred to Purchaser at no additional cost.

Excluded Assets. Buyer and the Sellers expressly understands understand and agrees that agree that, notwithstanding anything to the contrary contained herein, the following assets and properties of Seller and the Retained Subsidiaries Sellers prior to the Closing (the “Excluded Assets”) shall be excluded from the Purchased AssetsAssets and, except as otherwise provided in the Separation Agreement, shall be assets and properties of New Diamond following the Closing: (a) all of Seller’s (i) motor vehicles (trucks, vans, and autos) and rail, truck and sea containers other than the Retained Subsidiaries’ cash Transferred Vehicles or as otherwise allocated pursuant to Section 1.01(m) and cash equivalents (ii) all other fixed assets and tangible personal property set forth on hand and in banks Schedule 1.02(a) (except for such amountscollectively, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred CashExcluded Equipment”)); (b) insurance policies relating to all of the Business cash and cash equivalents of the Sellers on hand (including all claimscash, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)cash equivalents and working funds in cash registers at each Store) and in banks other than ▇▇▇▇▇ Cash; (c) all Intellectual Property Rights (other than accounts receivable relating to the Standalone Drug Business Intellectual Property Rights)owed to the Sellers or any of their Affiliates prior to the Effective Time, including delinquent rent payments, tenant reimbursements and refunds of insurance premiums accruing to, or held for, the marks and names set forth in Section 2.03 benefit of the Disclosure Schedule Sellers (the “Seller Trademarks and TradenamesAccounts Receivable”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) except as provided under Section 5.06, all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person insurance policies relating to the Business, copies of which will be made available to Buyer at Standalone Drug Business or the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesPurchased Assets; (e) any refund or credit of Taxes to the property and assets described in Section 2.03 of the Disclosure Scheduleextent attributable to any Pre-Closing Tax Period or to any Taxes for which Sellers, New Diamond or SUPERVALU are responsible; (f) all rights equipment owned by third parties who are not affiliated with Sellers and all leased equipment located at or used in the Facilities, in each case in such categories of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyexcluded equipment as are set forth in Schedule 1.02(a); (g) all computer software owned or used by the Sellers or their Affiliates; (h) all contracts, agreement, leases, licenses, commitments, sales and purchase orders and other instruments (which may include tax indemnity agreements) other than the Assigned Contracts; (i) all trademarks, service marks, trade names, logos, patents and similar intangibles owned by the Sellers or used in connection with the operation of the Facilities; (j) all rebates and refunds arising from the operation of the Facilities prior to the Effective Time; (k) all undeposited or uncollected checks and food stamps held by the Sellers prior to the Effective Time; (l) all signs or personal property that contain the name (or trade derivative thereof), trademarks, servicemarks, trade names or logo of the Sellers or any of their Affiliates, including all uniforms supplied to the Sellers’ employees; (m) any Purchased Assets sold or otherwise disposed of in the ordinary course without violating any provisions of business this Agreement during the period from the date hereof until the Closing Date Effective Time; (n) all world wide web or other internet addresses, sites and domain names and internet protocol address spaces; (o) the Sellers’ phone networks, internet mail and computer networks; (p) all customer data and information derived from branded customer loyalty promotions, co-branded credit card programs and other similar programs other than such customer data and information relating to customer purchases at the Stores; (q) all provider agreements for the Medicare and Medicaid programs, including all applicable provider numbers; (r) any lease, sublease, license, sublicense or other contract relating to the installation, use or operation of ATM’s or similar banking machines, in-store banking facilities, or slot machines or other gaming devices located at the Stores (and any interest of the Sellers in compliance with such equipment), except to the terms hereofextent assignment to Buyer is required by the applicable agreement; provided, however, that Buyer shall allow each bank operating ATM’s or other in-store banking facilities and licensees of any kind to continue to operate in the relevant Store for up to 180 days (or such greater time as required by Law) after receipt of notice from the Sellers informing each such bank or licensee of the transfer of the relevant Store to Buyer; (s) all assets primarily related to the sale of inventory conducted through any website operated by or on behalf of Albertson’s or any of its Affiliates; (t) all reimbursements on account of Prorated Charges (as defined herein) due and owing to Sellers pursuant to Section 1.08; (u) all books and records to the extent relating to any Excluded Asset; provided, however, that Buyer will be entitled to copies of any other relevant books, records, files and papers to the extent relating to the Purchased Assets or to the extent relevant for normal course accounting after the Closing; (v) all firearms or any merchandise related to firearms, ammunition or similar items, in each case to the extent non-transferable under applicable Law; and (hw) all of Seller’s audiotapes, videotapes or DVDs available for rental and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Datenot owned by Sellers.

Excluded Assets. Buyer Other than the Acquired Assets subject to Section 2.01, Purchaser expressly understands and agrees that it is not purchasing or acquiring, and Seller is not selling or assigning any other assets or properties of Seller, and all such other assets and properties shall be excluded from the Acquired Assets (the "Excluded Assets"). Excluded Assets include the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased AssetsSeller: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash, cash equivalents on hand and invested funds of the City or any of the City's Affiliates representing the unexpended bond proceeds, plus investment earnings, and other amounts in banks (except the capital improvement, bond and/or construction fund balances and reserves for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”));System. (b) insurance policies relating the Stormwater System Assets as set forth on Schedule 2.02(b) except to the Business extent Stormwater System Assets are jointly used by the System and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)the Stormwater System; (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights)Public Works Building, including subject to the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicensePublic Works Building Lease; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood contracts that the portion of such copies are not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesAssigned Contracts; (e) the property and assets described in Section 2.03 of the Disclosure ScheduleAccounts Receivable; (f) all rights of Seller or any of the Retained Subsidiaries arising under Lagoon, subject to the Transaction Documents or the transactions contemplated therebyLagoon Option; (g) all Purchased insurance policies of Seller and all rights to applicable claims and proceeds thereunder, except to the extent pertaining to the Acquired Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andas to which a loss has occurred prior to Closing; (h) all of Seller’s and the Retained Subsidiaries’ claims for assets, properties and rights used by the City which are not used, necessary or important in the operation of the System; (i) the rights that accrue or will accrue to receive Tax refunds relating to the Business arising on or prior to the Closing DateSeller under this Agreement and Related Agreements; (j) Seller's Access Rights, Reserved Rights and any other assets listed in Schedule 2.02(j); and (k) Cell Tower Antenna Agreements.

Excluded Assets. Buyer expressly understands Notwithstanding the terms of Section 2.1, the Sellers will not sell, convey, assign, transfer or deliver to the Purchaser, and agrees that the Purchaser will not purchase or acquire, and the Purchased Assets do not include, any assets other than the Purchased Assets, including but not limited to any of the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all cash, cash equivalents, bank deposits, investment accounts, lockboxes, certificates of Seller’s deposit, marketable securities, bank accounts, corporate credit cards and other similar cash items of the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Sellers; (b) insurance policies relating to all notes and accounts receivable of the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)Sellers; (c) all minute books, records, stock ledgers, Tax records and all other materials that the Sellers are required by Law to retain (provided that copies of such records shall, to the extent legally permissible and to the extent that they constitute Purchased Intellectual Property Rights (other than or Purchased Assets, be provided to the Business Intellectual Property RightsPurchaser), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files financial books and papers, whether in hard copy or computer format, prepared in connection records with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating respect to the BusinessProject and the Purchased Assets, including receipts and invoices (provided that the Sellers shall, as soon as reasonably practicable following receipt of an itemized request from Purchaser, provide to Purchaser copies of which will those itemized financial records so requested by Seller to be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redactedprovided)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 shares of the Disclosure Schedulecapital stock of the Sellers and their Affiliates and all of the Sellers’ or any of their Affiliates’ ownership interest in any Subsidiary or other Person; (f) all insurance policies, binders and claims and rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebythereunder and proceeds thereof; (g) all Purchased Assets sold or otherwise disposed rights under all Contracts of in the ordinary course Sellers set forth on Schedule 2.2(g) and all Contracts of business during the period from Sellers other than the date hereof until the Closing Date in compliance with the terms hereof; andIncluded Contracts; (h) all intellectual property rights of Seller’s the Sellers other than the Purchased Intellectual Property; (i) all inventory of the Sellers other than the Inventory; (j) all machinery, equipment and other items of tangible personal property of the Retained Subsidiaries’ claims for Sellers other than the Equipment; (k) all real property and rights to receive Tax refunds relating to in respect of real property; (l) all rights arising under any Excluded Liability; and (m) all rights of the Business arising on Sellers under this Agreement or prior to any of the Closing DateAncillary Agreements.

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding the foregoing, the Purchased Assets shall not include any of the following assets and properties of Seller and Sellers (collectively, the Retained Subsidiaries (the “"Excluded Assets”") which shall be excluded from the Purchased Assetsretained by Sellers: (ai) all cash or cash equivalents, government securities, or investment securities of Seller’s Sellers (including any related accounts with banks, brokerages, or other similar Persons); (ii) all accounts receivable, notes receivable, and other receivables of Sellers exclusively related to the Retained Subsidiaries’ cash Business; (iii) all raw materials, work-in-process, finished goods, other inventory, and cash equivalents related parts and supplies of Sellers exclusively related to the Retained Business; (iv) each Contract of Sellers (and rights thereunder) that is not an Assumed Contract; (v) all Intellectual Property that is owned by Sellers and exclusively used, exclusively held for use, or otherwise exclusively related to the Retained Business (but, for greater certainty, in the case of Software, only such Software as is listed on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”Schedule 2.2(xix)); (bvi) the "Sonic Foundry" corporate and trade name (including, but not limited to the name, label, logo and mark of "Sonic Foundry" and any variation or derivation thereof), and all Uniform Resource Locators (or URLs), websites (including all content of such websites), social media accounts and internet domain names consisting of or containing any of such names (collectively, the “Sonic Foundry Name”); provided however that the Buyer is hereby granted a royalty free license to use the Sonic Foundry Name as it is currently used in the Mediasite Business for a period of five years. (vii) all Permits of Sellers other than the Transferred Permits; (viii) all Plans (including any Contracts related thereto) and all assets held with respect to the Plans; (ix) all insurance policies of Sellers and all rights to applicable claims, proceeds, and refunds thereunder; (x) other than the Books and Records expressly included in the Purchased Assets, all books and records and other protected business information of Sellers (but, for greater certainty, not of the Transferred Companies) including Sellers' Organizational Documents, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, Tax Returns and books and records relating to Sellers' Tax Returns or otherwise relating to Tax matters of a Seller, for all periods and other documents relating to the Business organization, maintenance, and existence of a Seller as a corporation or other form of legal entity; (xi) all Tax assets (including duty and Tax refunds and prepayments) of Sellers; (xii) all of Sellers' rights under warranties, indemnities and all similar rights against third parties, and all refunds (excluding Tax refunds), claims, credits, causes of action or (including claims for infringement), rights thereunder (except for Buyer’s of recovery, rights under Section 5.05)of set off and rights of recoupment, in each case, arising out of any of the Excluded Assets; (cxiii) all Intellectual Property Rights (rights of Sellers under this Agreement, the Related Documents and any other than the Business Intellectual Property Rights)documents, including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy instruments or computer format, prepared certificates executed in connection with this Agreement or and the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiarieshereby; (exiv) any attorney-client privilege or other legal privilege to the property and assets described in Section 2.03 extent relating to Sellers, the Purchased Assets, the Assumed Liabilities or the operation of the Disclosure ScheduleMediasite Business prior to the Closing; (fxv) all rights personal laptops or other personal electronic devices exclusively used by any individual who is an employee of a Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyother than Transferred Employees; (gxvi) copies of each Customer List (which may be retained by Sellers for use in accordance with Section 8.3(a), but in all Purchased Assets sold or otherwise disposed of other respects all Customer Lists shall be included in the ordinary course of business during Purchased Assets); (xvii) the period from Leased Real Property; (xviii) the date hereof until Tangible Personal Property listed on Schedule 2.2(xviii) (collectively, the Closing Date in compliance with the terms hereof"Excluded Tangible Personal Property"); and (hxix) all assets of Seller’s and Sellers exclusively relating to any part of the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising Business, including only such Software as is listed on or prior to the Closing DateSchedule 2.2(xix).

Excluded Assets. Buyer expressly understands Notwithstanding anything to the contrary in this Agreement, H▇▇▇▇▇ and agrees that its Retained Subsidiaries shall be entitled to retain or to receive from the Contributed Subsidiaries, whether prior to or after the Closing, all of the right, title and interest of H▇▇▇▇▇ and its Subsidiaries in and to the following assets Properties as of the Closing Date and properties none of Seller and the Retained Subsidiaries such Properties shall be deemed to be a Contributed Asset (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (ai) all Properties of Seller’s H▇▇▇▇▇ and its Subsidiaries which are not Related to the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))MCD Business; (bii) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)H▇▇▇▇▇ Intercompany Liabilities; (ciii) all Excluded Books and Records; (iv) all Excluded MCD Business Contracts; (v) all Intellectual Property Rights of H▇▇▇▇▇ and its Subsidiaries listed on Schedule K; (vi) (A) all leases and subleases of real property, fixtures or equipment from third parties by H▇▇▇▇▇ and its Subsidiaries other than the Business Intellectual Property Rights), including the marks Contributed Leases and names set forth in Section 2.03 of the Disclosure (B) those leases and subleases listed on Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseL; (dvii) all books, records, files Tax assets (including duty and papers, whether in hard copy tax refunds and prepayments) of H▇▇▇▇▇ or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the its Retained Subsidiaries; (eviii) all Tax Returns of H▇▇▇▇▇ or any of its Retained Subsidiaries and all Tax Return workpapers related thereto, excepting Tax Returns and related workpapers relating primarily to the property and assets described in Section 2.03 of MCD Business or the Disclosure ScheduleContributed Assets; (fix) all rights of Seller in connection with, and assets of, the MCD Employee Benefit Plans; (x) all insurance policies and rights thereunder other than those listed on Schedule M; (xi) all invoices, shipping documents, purchase orders and other preprinted business forms that have any Trademark thereon other than those included in the Contributed Intellectual Property; (xii) all cash and cash equivalents; (xiii) all insurance proceeds which H▇▇▇▇▇ or any of its Subsidiaries have a right to receive unless such proceeds are Contributed Insurance Proceeds or are reflected in the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyAudited Financial Statements; (gxiv) all Purchased Assets sold Governmental Authorizations of H▇▇▇▇▇ and its Subsidiaries which (A) are not transferable by their terms or otherwise disposed may not be transferred without the consent, approval, authorization or waiver of the relevant Government Entity and (B) are not required by Newco and its Subsidiaries in order to be able to continue to conduct the ordinary course of business during the period from the date hereof until MCD Business after the Closing Date in compliance with all material respects as currently conducted by H▇▇▇▇▇ and its Subsidiaries (the terms hereof“Newco Governmental Authorizations”); and (hxv) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising Properties set forth on or prior to the Closing Date.Schedule N.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement will constitute a transfer to Buyer, or will be construed as conferring on Buyer, and Buyer expressly understands and agrees that will not acquire, any right, title or interest in or to any of the following assets and properties of Seller and the Retained Subsidiaries (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents real property described on hand and in banks Schedule 2.2(a) (except for such amountscollectively, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred CashExcluded Real Property”)); (b) insurance policies relating (i) all of Seller’s easements in the Transferred Territory that are not primarily related to the Business VA Distribution Business, and (ii) all claimsof Seller’s easements that are described on Schedule 2.2(b) (collectively, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05the “Excluded Easements”); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseTransmission Facilities; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or items of Inventory excluded from the transactions contemplated hereby (other than confidentiality agreements with any Person relating definition of Acquired Assets pursuant to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redactedSection 2.1(f)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) all other machinery (mobile or otherwise), equipment (including computer and office equipment), tools, furniture and furnishings and other personal property that, in each case, are not classified as inventory under GAAP and are not owned by Seller or used or held for use by Seller primarily in the property VA Distribution Business in the Transferred Territory and assets described in Section 2.03 of the Disclosure Scheduleany vehicles or trailers owned by Seller that are not set forth on Schedule 2.1(g); (f) the Equipment Leases and all other Contracts that would be Transferred Contracts but for the fact that they relate primarily to assets or operations located outside the Transferred Territory or to assets or operations other than the VA Distribution Business (the “Shared Contracts”) and all other Contracts that are not Transferred Contracts; (g) Permits of Seller that are not primarily related to the VA Distributions Business in the Transferred Territory; (h) any other asset of Seller that is not primarily used by Seller in the VA Distribution Business in the Transferred Territory; (i) cash and cash equivalents, including cash held pursuant to money pool arrangements, and all other Current Assets of Seller except as provided in Section 2.1(f), (g), (m) or (s), ; (j) all Intellectual Property other than the Intellectual Property described on Schedule 2.1(o) (the “Retained Intellectual Property”); subject to Buyer’s rights as provided in Section 7.9; (k) the property and equipment described on Schedule 2.2(k) plus any vehicles and trailers owned by Seller that are not listed on Schedule 2.1(g) (collectively, the “Excluded Tangible Personal Property”); (l) Seller’s Shared Equipment; (m) subject to Section 2.5, any rights under an Equipment Lease or related equipment or vehicles that Seller is not permitted to assign at Closing; (n) all assets disposed of by Seller after the date of this Agreement, to the extent this Agreement does not prohibit the disposition; (o) all personnel records of Seller and its Affiliates relating to their employees other than Transferring Employee Records and other records that are required to be disclosed by applicable Laws, subpoena or legal or regulatory process; (p) except for the assignment and assumption of any Power Purchase Agreement otherwise contemplated hereby, all intercompany agreements between Seller and an Affiliate of Seller, and all accounts owing by and among Seller and any of its Affiliates, whether or not any such intercompany agreement or account relates to the provision of goods and services, payment arrangements, intercompany charges or balances, or the like; (q) subject to Section 7.7, all rights to refunds of Taxes with respect to the VA Distribution Business or the Acquired Assets attributable to taxable periods, or portions thereof, ending prior to or as of the Effective Time, and any rights to refunds of Taxes with respect to any other assets, properties or operations of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyits Affiliates; (gr) subject to Section 2.1(n), all claims, causes of action, rights of recovery, rights of set off and rights of recoupment of Seller against third parties relating to the VA Distribution Business in the Transferred Territory prior to the Effective Time; (s) subject to Section 2.1(n), all insurance policies, bonds, letters of credit or similar items, and any cash surrender value in regard thereto, including deposits made by Seller with regard to workers’ compensation coverage, and any and all claims related to any of the foregoing; (t) all Purchased Assets sold assets attributable to or otherwise disposed related to Benefit Plans; (u) the Collective Bargaining Agreement; (v) subject to Section 7.23, all power purchase or supply agreements, transmission service agreements, power, fuel or commodity hedging or derivative or forward purchase agreements, and any other agreements not primarily related to the construction, ownership, operation or maintenance of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereofAcquired Assets; and (hw) all of Seller’s the real and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating personal property subject to the Business arising on or prior sale to the Closing DateTown of Front Royal, Virginia pursuant to that certain ordinance of the town council of the Town of Front Royal, Virginia, dated January 12, 2009.

Excluded Assets. Notwithstanding anything to the contrary contained herein, Buyer expressly understands and agrees that the following assets and properties of Seller and the Retained Subsidiaries Sellers (the “Excluded Assets”) shall be retained by the Sellers, and shall be excluded from the Purchased Assets: (a) Except as specifically set forth in Section 5.7, any and all of Seller’s and assets related to the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Benefit Plans; (b) insurance policies relating Any and all loans and advances, if any, by the Sellers to any of their Affiliates or otherwise to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)Business; (c) Any and all Intellectual Property Rights (Property, other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseProperty; (d) Any and all booksContracts, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person the Specified Business Contracts and the leases relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesTransferred Leased Property; (e) the Except as expressly included in clause (b) of Section 2.4, any and all owned and leased real property and assets described other interests in Section 2.03 of the Disclosure Schedulereal property; (f) Any and all rights refunds of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebycredits against Excluded Business Taxes to which Sellers are entitled pursuant to Section 6.4; (g) all Tax Returns and other books and records related to Taxes paid or payable by Sellers or any of their respective Affiliates that are not Purchased Assets sold pursuant to Section 2.4(i); (h) Any and all Cash Amounts (other than any Cash Amounts of the Purchased Companies and their Subsidiaries as of immediately prior to the Closing); (i) Except as set forth in Section 5.10, any and all insurance policies and binders and interests in insurance pools and programs and self-insurance arrangements whether or otherwise disposed not related to the Business, for all periods before, through and after the Closing, including any and all refunds and credits due or to become due thereunder and any and all claims, rights to make claims and rights to proceeds on any such insurance policies for all periods before, through and after the Closing; (j) the Real Property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the “Jacksonville Site”) and any Contract relating to the cleanup of the Jacksonville Site; (k) The assets included in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereofSpecified Assets and Liabilities; and (hl) all The assets listed in Section 2.5(l) of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to Seller Disclosure Schedules or Section 3.8(b) of the Business arising on or prior to the Closing DateSeller Disclosure Schedules.

Excluded Assets. Buyer expressly understands The Purchased Assets shall not include, and agrees that the Seller shall retain, the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s Cash, cash equivalents, invested funds and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))marketable securities; (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for BuyerThe Seller’s rights under Section 5.05this Agreement and under the Confidentiality and Nondisclosure Agreement dated July 21, 2004 between Buyer and Seller (the “Confidentiality Agreement”); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks Tax returns and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks permanent tax and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-Licenseaccounting records; (d) all booksAll rights under Contracts, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redactedthose listed on Schedule 1.1(g)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) Any loan, advance, note or receivable owed to the property and assets described in Section 2.03 Business by JCI, any affiliate of the Disclosure ScheduleSeller or any division of the Seller; (f) Insurance policies and all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebywith respect thereto; (g) all Purchased Assets sold The Milwaukee Real Estate; (h) The Seller’s and JCI’s rights under the Asset Purchase Agreement by and among ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Corporation and NorthStar Print Group, Inc. and Journal Communications, Inc. dated January 4, 2001, as amended; (i) Claims or otherwise disposed causes or rights of in action to the ordinary course of business during extent they relate to any Excluded Asset or any Liability or obligation which is not assumed by the period from Buyer pursuant to Section 3.1 hereof; (j) All prepaid expenses, advance payments and deposits, and refunds, except the date hereof until Included Prepaid Expenses; (k) Tax credits and rights to any refunds with respect to taxes or tax returns; (l) The Seller’s minute books, stock and other corporate records; (m) The Seller’s rights under any employee benefit or other plan offered by the Closing Date in compliance with Seller to its employees; (n) The lease between the terms hereofSeller and JCI for the Watertown Real Estate; (o) All Governmental Authorizations to the extent not transferable; and (hp) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing DateThe Green Bay Real Estate.

Excluded Assets. Buyer The Parties expressly understands understand and agrees agree that the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased Assets: (a) all assets of Seller’s every kind and nature used primarily in the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Business; (b) insurance policies relating the Excluded Cash and all bank accounts of Seller and of any of the Retained Subsidiaries and all cash and cash equivalents (other than Cash and Cash Equivalents of the Business) of the Business to the Business and all claims, credits, causes of action extent on deposit in such bank accounts or rights thereunder (except for Buyerin Seller’s rights under Section 5.05)possession in transit to any such bank account; (c) all Intellectual Property Rights (other than accounts receivable, including credit card accounts receivable generated by the Business Intellectual Property Rights), including for products or services provided prior to the marks and names set forth in Section 2.03 Closing Date or for the sale of the Disclosure Schedule Gift Cards (as defined in the “Seller Trademarks and Tradenames”Gift Card Agreement), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all inventories to the extent used or held for use in the Retained Business, all Inventory located at the warehouse locations of ▇▇▇▇▇▇ Paper & Food Service, Inc. and Meadowbrook Meat Company, Inc. and all inventories of alcoholic beverages to the extent used or held for use in the operation of the Restaurants, but not transferable at the Closing to Buyer under applicable Law (it being agreed that such inventories of alcoholic beverage shall be subject to Section 2.06 and Section 5.07 and shall be transferred to Buyer at no cost to Buyer following the Closing upon the issuance or transfer to Buyer of a valid Liquor License); (e) all rights, privileges and claims under the Shared Contracts to the extent relating to any Retained Business or to the extent that there is a corresponding Replacement Contract; (f) all insurance policies and all rights, claims, credits or causes of action thereunder or in connection therewith except to the extent constituting a Purchased Asset pursuant to Section 2.02(q) or as set forth in Section 5.13; (g) other than Intellectual Property Rights, all corporate records and other documents, books, records, files customer lists, and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (databases other than confidentiality agreements with any Person the Business Records, all employee records and files not relating to the Business, copies Transferred Employees or not otherwise constituting Business Records or the transfer of which will is prohibited by applicable Law; (h) all office furniture, office supplies, production supplies and other supplies, spare parts, other miscellaneous supplies and other tangible property of any kind located at Seller’s corporate headquarters or regional offices, except to the extent set forth in Section 2.02(e) or Section 2.02(l); (i) all assets relating to corporate shared services of Seller or otherwise used to perform the services to be made available provided pursuant to Buyer at the Closing Transition Services Agreement, except to the extent any such asset constitutes a Purchased Asset; (it being understood that j) all Intellectual Property Rights other than the portion Business Intellectual Property; (k) all of such copies the Employee Plans and assets relating to the Employee Plans, except as expressly set forth in Article VII; (l) all prepaid assets to the extent not relating to the Business may and, for so long as an asset that would otherwise constitute a Purchased Asset is a Non-Assignable Asset, all prepaid assets related to such Non-Assignable Asset (provided that, at such time (if any) as such asset becomes a Purchased Asset, the prepaid assets related thereto shall, from and after such time, be redactedPurchased Assets)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (em) all real property (or interest therein) other than the property and assets described in Section 2.03 of the Disclosure ScheduleBusiness Real Property; (fn) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (go) all Purchased Assets leased motor vehicles used primarily in the operation of the Retained Business and the related lease agreements; (p) all proceeds received from the sale or other disposition of any assets sold or otherwise disposed of in compliance with the ordinary course terms of business this Agreement during the period from the date hereof until the Closing Date Date; (q) all smallwares owned by Seller or its Subsidiaries and located at the smallwares warehouse, except for any smallwares held for use in compliance the conduct of the Business and located at the Restaurants; (r) all Property Tax refunds with respect to the Purchased Assets for any Pre-Closing Tax Period, all Tax refunds with respect to the Purchased Companies for any Pre-Closing Tax Period (as set forth in Section 6.04(d)) and all other Tax refunds of Seller or the Retained Subsidiaries with respect to Taxes for any Pre-Closing Tax Period; (s) (i) all attorney-client privilege and attorney work-product protection of Seller or associated with the terms hereofBusiness as a result of legal counsel representing Seller or the Business in connection with the transactions contemplated by the Agreement; (ii) all documents subject to the attorney-client privilege and work-product protection described in subsection (i); and (iii) all documents maintained by Seller in connection with the transactions contemplated by this Agreement; (t) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties to the extent relating to or arising from the Retained Business, Excluded Assets or the Excluded Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (u) all assets related to the Red Lobster international franchise business other than the Red Lobster international franchise and development agreements included in the Purchased Assets pursuant to Section 2.02(p) and the Business Intellectual Property used in the Red Lobster international franchise business; and (hv) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising those assets listed on or prior to the Closing DateSchedule 2.03(v).

Excluded Assets. Buyer expressly understands and agrees that the The following assets and properties of Seller and the Retained Subsidiaries (the “"Excluded Assets”") are not included in the Acquired Assets and Lee ▇▇▇ll not transfer, assign or convey to Liberty and Liberty shall be excluded not acquire from the Purchased AssetsLee ▇▇▇ following assets: (ai) corporate minute books, seals, stock records and other corporate documentation of Lee; (ii) all tax returns, reports, forms and other tax records pertaining to Lee'▇ ▇▇▇rations prior to the Closing (collectively, "Tax Records"); (iii) any intercompany debt owing to Lee ▇▇▇luding all interest thereon and all other intercompany agreements; (iv) the name "Lee" ▇▇ "Lee ▇▇▇erprises" or any trade names, trademarks, identifying logos or service marks employing the words "Lee" ▇▇ "Lee ▇▇▇erprises" or any part or variation thereof or the tradename, trademark, identifying logo or service mark ▇▇ any Lee Affiliate or division not being exchanged hereby or any confusingly similar trade name, trademark or logo (collectively, the "Lee Trademarks and Logos") and such other trademarks stated in Section 4.16 of Seller’s the Lee ▇▇▇closure Letter and from and after Closing, Liberty hereby agrees to completely and permanently remove all Lee ▇▇▇demarks and Logos prior to using any item containing such marks and logos, including promotional materials, packaging materials, stationery, signs, business cards and such use in the Newspapers. If all Trademarks and Logos cannot be completely and permanently removed from any such item, Liberty shall promptly destroy such item. Any destroyed items shall be considered Excluded Assets; (v) any rights or claims of Lee ▇▇ any of its Affiliates related to or contingent on the satisfaction of Retained Subsidiaries’ Liabilities or Excluded Assets; (vi) all insurance policies and binders owned or held by Lee or any of its Affiliates and claims with respect thereto; (vii) all rights and claims which Lee ▇▇ any of its Affiliates may have for refund or credit with respect to Income Taxes (including estimated Income Taxes); (viii) any claim, right or obligation owing to Lee ▇▇▇m any of its Affiliates, including, without limitation, on account of any inter- or intra-company indebtedness; (ix) any corporate allocations to health and welfare, and property and casualty insurance, including, without limitation, prepaid insurance expenses, pension expenses and workers' compensation expenses; (x) any assets of a Benefit Plan, except as expressly provided in Section 10.1; (xi) the items referred to in the proviso to the definition of Records; (xii) all rights of Lee ▇▇▇er (i) this Agreement, (ii) the LOI, (iii) all documents and analyses prepared by Lee ▇▇ any of its Affiliates for internal evaluation purposes in connection with the sale of the Business, and (iv) any Ancillary Instrument; (xiii) cash and cash equivalents on hand and in banks (except for such amountsbank accounts and other investment accounts and cash equivalents, if anyincluding, but not limited to, investment securities as of the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Closing; (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (exiv) the property and assets described Lee ▇▇▇loyee Computer Purchase Agreements listed in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereofSCHEDULE 1.3(B)(XIV); and (hxv) all the contracts, leases, licenses and other agreements (whether written or oral) listed in Section 1.3(xv) of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to Lee Disclosure Letter (collectively the Business arising on or prior to the Closing Date"Excluded Contracts").

Excluded Assets. Notwithstanding anything contained in Section 2.1 to the contrary, Seller is not selling, and the Buyer Parties are not purchasing, any assets other than those specifically described in Section 2.1, and without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly understands and agrees that exclude the following assets and properties of Seller, all of which shall be retained by Seller and the Retained Subsidiaries (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s and the Retained SubsidiariesSeller Parties’ cash and cash equivalents on hand equivalents, accounts receivable, deferred charges and prepaid items, except as set forth in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)Section 2.1(h); (b) insurance policies relating to the Business Seller Parties’ corporate books and all claimsrecords of internal corporate proceedings, creditstax records, causes of action or rights thereunder (work papers and books and records, except for Buyer’s rights under as set forth in Section 5.052.1(j); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseParties’ bank accounts; (d) all booksaccounting records (including records relating to Taxes) and internal reports relating to the business activities of the Seller Parties, recordsexcept as set forth in Section 2.1(j); (e) any interest in or right to any refund of Excluded Taxes relating to the Business, files the Transferred Assets or the Assumed Liabilities for, or applicable to, any Pre-Closing Tax Period; (f) all Permits of the Seller Parties, including import and papersexport licenses, whether except as set forth in hard copy Section 2.1(k); (g) all rights of the Seller Parties with respect to Contracts that are not Assumed Contracts (including all Shared Contracts, except as set forth in Section 5.8(f) through (i)) (the “Excluded Contracts”); (h) all rights of the Seller Parties with respect to the Patents other than the Transferred Patents (the “Excluded Patents”); (i) all rights of the Seller Parties with respect to the Intellectual Property (other than Patents and Technology) other than the Transferred Intellectual Property (the “Excluded Intellectual Property”); (j) all rights of the Seller Parties with respect to the Technology other than the Transferred Technology (the “Excluded Technology”); (k) interests in real property other than pursuant to the Assumed Leases; (l) any insurance policies and rights, claims or computer formatcauses of action thereunder; (m) any assets relating to any Employee Plan; (n) all rights, prepared in connection with claims and causes of action relating to any Excluded Asset or any Excluded Liability; (o) all rights of the Seller Parties under this Agreement and the Ancillary Agreements; and (p) all confidential communications between Seller and its Affiliates, on the one hand, and DLA Piper LLP (US) (“DLA Piper”), on the other hand, relating to the Business or the Transferred Assets or arising out of or relating to the negotiation, execution or delivery of this Agreement or the transactions contemplated hereby (other than hereby, including any attendant attorney-client privilege, attorney work product protection, and expectation of client confidentiality agreements with applicable thereto, and including any Person relating to the Business, copies information or files in any format of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described DLA Piper in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Dateconnection therewith.

Excluded Assets. Buyer The Sellers are not selling, and the Purchaser is not purchasing, any assets other than those specifically set forth in Section 1.1, and without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly understands and agrees that exclude the following assets of the Sellers (including all of the Sellers’ right, title and properties interest therein and thereto), all of Seller and which shall be retained by the Retained Subsidiaries Sellers (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) except as provided in Section 1.1(j), all of Seller’s and the Retained SubsidiariesSellers’ cash cash, bank deposits and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))equivalents; (b) all of the Sellers’ bank accounts; (c) all of the assets of the Sellers, if any, listed or described in Schedule 1.2(c); (d) all of the Contracts of any Seller, except the Assumed Contracts; (e) except as specifically listed or referred to in Schedule 1.1(c), all Intellectual Property not used exclusively in or related exclusively to the Business, including, but not limited to, all trademarks, service marks, logos, slogans, trade names, and corporate names (and all translations, adaptations, derivations and combinations of the foregoing) and internet domain names, incorporating “Fleetwood Motor Homes,” brand names of the ParentCo’s recreational vehicle products, “Fleetwood Enterprises” or “Fleetwood Travel Trailers” or products of the travel trailer division, or any derivations therefrom together with all income, royalties, damages and payments due or payable (and all goodwill associated with any of the foregoing), and any and all corresponding rights that, now or hereafter, may be secured throughout the world and all copies and tangible embodiments of any such Intellectual Property in the Sellers’ possession or control, including all Intellectual Property listed on or described in Schedule 1.2(e) (the “Excluded IP”); (f) except as provided in Section 1.1(n) or Section 5.14, all insurance policies relating to the Business and all claimsrights, credits, claims or causes of action or rights thereunder (except for Buyer’s rights under Section 5.05); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebythereunder; (g) all Purchased Assets sold rights of the Sellers under this Agreement and any other Closing document entered into or otherwise disposed executed by the Sellers (or any of them) in the ordinary course of business during the period from the date hereof until the Closing Date in compliance connection with the terms hereof; andtransactions contemplated hereby; (h) all IT Systems and Computer Software, except for any such items that (i) are referred to in Section 1.1(i), or (ii) constitute a Transferred Asset pursuant to Section 1.1(p); (i) any interest or right to any refund of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds Taxes relating to the Business arising on Business, the Transferred Assets or the Assumed Liabilities for, or applicable to, any taxable period (or portion thereof) ending prior to the Closing Date; (j) all corporate books and records, Tax Returns, board minutes and organizational documents of the Sellers, and any other records that any Seller is required to retain by Law (except that copies of such retained records shall be provided to the Purchaser at Closing if such records would otherwise constitute a Transferred Asset pursuant to Section 1.1(h)), all information held by any Seller prohibited from being transferred or disclosed pursuant to applicable Law, all privileged communications or information of any Seller (including any attorney work product), all non-public information primarily related to or prepared in connection with the Bankruptcy Case, and the Sellers’ books and records relating to any Excluded Assets; (k) any Account Receivable that is aged more than thirty (30) days from the date of invoice (or equivalent payment due notice) as of the Effective Time or that is otherwise owing by an account debtor that is bankrupt, in receivership or insolvent or has ceased to conduct business or is disputing such Account Receivable; (l) all notes receivable due to any Seller that are not Accounts Receivable and that arose or arise out of the operation of the Business prior to the Closing, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto; (m) all of the rights and claims of the Sellers to avoidance actions available to any Seller under chapter 5 of the Bankruptcy Code, of whatever kind or nature, including avoidance actions under sections 544, 545, 547, 548, 549 and 553 of the Bankruptcy Code, and any related claims and actions arising under such sections by operation of law or otherwise, including any and all proceeds of the foregoing; and (n) the equity securities or other ownership interest of any Seller or the Sellers’ Affiliates.

Excluded Assets. Buyer expressly understands Notwithstanding anything herein to the contrary, from and agrees that after the Closing, Seller and its Affiliates shall retain (or in the case of any of the following assets Assets held by any Transferred Joint Venture Entity, Seller shall cause to be transferred to the applicable Seller JV Partner prior to the Closing), and properties of Seller there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Retained Subsidiaries Transferred Assets shall not include, any of the Friendco Transferred Assets or the following Assets (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all Assets with respect to Taxes (including duty and tax refunds and prepayments) and net operating losses of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Seller or any of its Affiliates; (b) insurance policies relating except as set forth in Section 2.3(s) and except to the Business extent set forth in Section 5.1(c), all Tax Returns of Seller or any of its Affiliates and all claims, credits, causes of action or rights thereunder Books and Records (except for Buyer’s rights under Section 5.05)including working papers) and tax software to the extent directly related thereto; (c) all Intellectual Property Rights (insurance policies and rights thereunder, other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseInsurance Claims; (d) all bookscredits, recordsprepaid expenses, files deferred charges, advance payments, security deposits and papersprepaid items, whether in hard copy or computer formateach case, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating only to the Business, copies of which will be made available extent related to Buyer at the Closing (it being understood any Asset that the portion of such copies is not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiariesa Transferred Asset; (e) all cash and cash equivalents, except for the property and assets described in Section 2.03 of the Disclosure ScheduleTransferred Cash; (f) all Intercompany Receivables; (g) all Contracts (including all Third Party Confidentiality Agreements) other than Assigned Contracts; (h) (i) any Owned Real Property that, and any lease (other than a lease designated by Buyer as an Assigned Contract) for real property that, (A) is vacant, (B) contains only inactive headends, inactive hubsites or inactive optical transition nodes or (C) is solely residential in nature and (ii) the Owned Real Property set forth on Schedule 2.4(h) of the Seller Disclosure Schedule; provided, however, that, from time to time prior to the Closing, but no later than ten Business Days prior to the Closing, Buyer may designate any other Owned Real Property to be included on such Schedule 2.4(h) of the Seller Disclosure Schedule; (i) all Programming Agreements (other than any retransmission consent agreement that is an Assigned Contract); (j) all Assets listed on Schedule 2.4(j) of the Seller Disclosure Schedule; (k) (i) all claims (and proceeds related thereto) set forth on Schedule 2.4(k) of the Seller Disclosure Schedule relating to (A) the Rigas Litigation or (B) the Designated Litigation, (ii) all other claims (and proceeds related thereto) that Seller or any of its Affiliates may make after the date hereof to the extent not affecting any Specified Business (including any Transferred Asset or Assumed Liability) in any material respect and (iii) any claims of Seller or its Affiliates against Seller or any of its Affiliates (other than any claim against any Investment Entity or any Transferred Joint Venture Entity) to the extent not affecting any Specified Business (including any Transferred Asset or Assumed Liability); provided, that none of the Retained Claims will be treated as Excluded Assets pursuant to this clause (k); (l) all personnel records, other than the Transferred Employees’ Records; (m) all rights in connection with and Assets of the Benefit Plans; (n) except for the Transferred Investments and the Joint Venture Securities, all Equity Securities or other rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyits Affiliates in any other Person, including any Asset Transferring Subsidiary; (go) all Purchased Assets sold allocated to the Friendco Business pursuant to the Designated Allocation; (p) state certificates of public convenience and necessity or otherwise disposed of similar state telecommunication Authorizations except for those that Buyer designates in writing as Transferred Assets at least ten Business Days prior to the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereofClosing; (q) Excluded Books and Records (subject to Section 9.3); and (hr) the Equity Securities of Empire Sports Network and all Assets of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing DateEmpire Sports Network.

Excluded Assets. Except as expressly set forth otherwise in this Agreement, the parties agree and acknowledge that by virtue of this Agreement neither Seller nor any Subsidiary sells or shall sell (verkaufen) to Buyer, and Buyer expressly understands does not purchase and agrees that shall not purchase (kauft), any assets or rights other than the following assets and properties of Seller and the Retained Subsidiaries Purchased Assets (collectively, the “Excluded Assets”). The Parties agree and acknowledge that the Excluded Assets include, but are not limited to, the assets and rights described in paragraphs (i) shall be excluded from the Purchased Assetsthrough (x) below: (ai) all any of Seller’s and or the Retained Subsidiaries’ cash, cash and equivalents, bank deposits or similar cash equivalents on hand and in banks items; (ii) any Proprietary Information of Seller or Seller’s Affiliates other than the Purchased Intellectual Property; (iii) any (x) personnel records pertaining to any Transferred Employees except for German Transferred Employees and Austrian Transferred Employees, (y) other books and records that Seller or any Affiliate of Seller is required by Law to retain, provided, however, that Buyer shall have the right, to the extent permitted by Law, to make copies of any portions of such amountsretained confidential personnel records and other books and records that relate to the Wireline Communications Business in accordance with Section 9.1, if anyand (z) any information management system of Seller or any Affiliate of Seller; (iv) any claim, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary right or interest of Seller or any Affiliate of Seller in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, related to any Pre-Closing Cash Tax Period; (v) subject to Section 9.3(a)(vi), any rights to, or the use of, the “Transferred CashInfineon”), “Infineon Technologies”, “Infineon Technologies AG” or “IFX” trademarks; (vi) the accounts receivable (Forderungen aus Lieferungen und Leistungen) which are referred to in Section 2.1(d)(i); (bvii) any insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under of proceeds thereof other than those pursuant to Section 5.052.2(a)(iv); (cviii) all Intellectual Property Rights to the extent not already excluded by virtue of Section 2.2(b)(vi), any of Seller’s or any of Seller’s Affiliates’ rights, claims or causes of action against Third Parties relating to the assets, properties or operations of the Wireline Communications Business arising out of transactions, measures, actions, omissions or other causes occurring prior to, and including, the Closing Date (other than the Business Intellectual Property Rightsthose with respect to (x) warranty matters for which Purchaser becomes liable pursuant to Section 2.3(a)(ii), including (y) counterclaims to the marks and names set forth in Section 2.03 extent of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing Purchased Liabilities (it being understood that in the portion of event Seller as well as Buyer need to utilize such copies not relating counterclaims, they will reasonably agree as to the Business may be redactedallocation thereof) or (z) Purchased Intellectual Property as provided in the Intellectual Property Agreement)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (eix) any movable fixed assets which relate to Seller’s or its Subsidiaries’ IT infrastructure (other than IT client assets, e.g. laptops, desktops, monitors, and for the property and assets described in avoidance of doubt, mobile phones), manufacturing or central R&D department (“ETS”-department) other than as allocated to Buyer pursuant to Section 2.03 of the Disclosure Schedule2.2(a)(i)(C); (fx) all other assets, properties, interests and rights of Seller or any Affiliate of Seller (other than the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (gPurchased Assets) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating not related exclusively to the Business arising on or prior to the Closing DateWireline Communications Business.

Excluded Assets. Buyer expressly understands The Purchased Assets shall not include, and agrees that the Seller shall retain, the following assets and properties of Seller and the Retained Subsidiaries (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s and the Retained Subsidiaries’ cash and All cash, cash equivalents on hand and in banks other marketable securities of Seller or any of its Affiliates; (except for such b) All accounts receivable from any Person and any notes receivable from any Person arising out of the operation of the Business prior to Closing, as well as all amounts, if any, as the parties may agree will be retained that are receivable by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)Seller from its Affiliates; (c) all Intellectual Property Rights (other than All of Seller’s rights under the Business Intellectual Property Rights), including the marks Contracts that are described and names set forth in Section 2.03 of the Disclosure on Schedule (the “Seller Trademarks and Tradenames”1.2(c), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy All rolling stock except the railcars assigned or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating transferred pursuant to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesSection 6.13; (e) the property and assets described in Section 2.03 of the Disclosure ScheduleAll Intercompany Accounts; (f) The Seller’s rights under this Agreement and all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyDocuments; (g) all Purchased Assets sold The Seller’s minute books, stock record books and corporate franchise, income and other Tax Returns; (h) Rights and proceeds under any insurance policies; (i) The name “Green Plains” and any derivatives thereof; (j) All derivative contracts, hedging instruments and other similar futures contracts; (k) ‎The Seller’s rights to claims for refunds for any Taxes (or otherwise disposed of in the ordinary course of business during the period from the date hereof until ‎portion thereof) ending on or before the Closing Date in compliance with the terms hereofDate; and (hl) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating All Claims and/or recoveries with respect to the Business ADM and Syngenta class actions (ADM: Green Plains Trade Group LLC, et al., individually and on behalf of all others similarly situated, Plaintiffs vs. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Midland Company, Defendant. U.S. District Court for the District of Nebraska, Case No: 8:20-CV-00279) (Syngenta: In Re: Syngenta AG MIR162 Corn Litigation, U.S. District Court for the District of Kansas, MDL No.: 2591 Case No. 14-md-2591-JWL-JPO) (collectively, the “Syngenta/ADM Actions”); Seller shall indemnify the Buyer Indemnitees against, and shall hold the Buyer Indemnitees harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising on out of, with respect to or prior by reason of Claims arising with respect to such actions; such indemnification shall not be subject to the Closing Date.limitations set forth in Section 10.4.‎

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything to the contrary set forth herein, the Assets shall not include the following assets assets, properties and properties rights of Seller and the Retained Subsidiaries Sellers (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s ownership and other rights with respect to the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Seller Benefit Plans; (b) insurance policies relating any License that by its terms is not transferable to the Business and all claimsPurchaser, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)including those indicated on Schedule 4.24 as not being transferable; (c) all Intellectual Property Rights any receivables (other than i) from either Seller or any Affiliate of either Seller or (ii) relating to the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseJWWTP; (d) the charter documents of the Sellers and the minute books, stock ledgers, Tax Returns, books of account and other constituent records relating to the corporate or other organization of the Sellers; (e) the rights that accrue to the Sellers hereunder; (f) except as relating to the Deposits, any prepaid insurance, cash, cash equivalents or marketable securities and all rights to any bank accounts of the Sellers; (g) all trademarks, tradenames, service marks, service names and logos referencing the names of the Sellers or their Affiliates; (h) all assets, properties, goodwill and rights used in or associated with any business or operations of the Sellers other than the Business; (i) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or data to the transactions contemplated hereby (other than confidentiality agreements with any Person extent relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and Excluded Assets or the Retained SubsidiariesLiabilities (collectively, the “Retained Books and Records”); (ej) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by either Seller against any Person or Persons, including the property and assets described in Section 2.03 of Person or Persons that caused or is otherwise responsible for the Disclosure Scheduledamage to the BFG Dock Facilities existing prior to the Closing; (fk) all rights to claims for insurance (i) in respect of the damage to the BFG Dock Facilities existing prior to the Closing, (ii) in respect of damage caused by Hurricane Rit▇ ▇▇ (iii) otherwise, except as provided for in Section 6.13; (l) any asset specifically identified on Schedule 2.3(l); (m) all assets and rights (including easement, lease-hold, access and other rights and interests) retained by the Sellers in any Commercial Agreement, the Bil▇ ▇▇ Sale, the Assignment and Assumption Agreement or other deeds or conveyancing instruments; (n) all of the properties and assets that shall have been transferred or disposed of by either Seller or any Affiliate of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or either Seller prior to the Closing Datenot in violation of this Agreement; (o) the Excluded Software License Agreements, the Excluded Information Technology Hardware, and the Seller Proprietary Software; (p) the Seller Retained Easements; (q) all of the Sellers’ rights and any of their Affiliates’ rights under the Texaco Agreement; (r) the Excluded Computer Data and (s) all rights in respect of deferred Tax assets.

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding the generality of Section 2.1, the following assets and properties of Seller and are excluded from the Retained Subsidiaries Purchased Assets (the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and short term investments as of the Closing Date (other than Inventory, Work in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries Progress and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)accounts receivable and other receivables of Sellers); (b) insurance policies relating inventory and supplies disposed of or exhausted, and Purchased Assets transferred or disposed of, in the ordinary course of business prior to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)Closing Date; (c) all Intellectual Property Rights (other than any avoidance claims that are the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 property of Sellers under Chapter 5 of the Disclosure Schedule (the “Seller Trademarks Bankruptcy Code and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-Licenseclaims relating to Excluded Liabilities; (d) the Purchase Price and all books, records, files and papers, whether in hard copy or computer format, prepared in connection with rights of Sellers under this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesTransaction Agreements; (e) the property and assets described in Section 2.03 of the Disclosure ScheduleExcluded Contracts; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyExcluded Subsidiary Stock; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andCircle Arbitration; (h) all minute books, stock records and corporate seals of Seller’s Sellers; (i) the originals of all personnel records and other records of Sellers that Sellers are required by law to retain in their possession; (j) the Adelphia Marks; (k) all of Sellers’ insurance policies and rights thereunder, except to the extent Purchaser exercises its rights under Section 14.18(b); (l) all records that relate to any business of Sellers or Adelphia or any of its Affiliates other than the Business, except to the extent such records also relate to the Purchased Assets and the Retained Subsidiaries’ claims for and rights Business in which event copies thereof shall be made available to receive Tax refunds relating Purchaser in accordance with Section 2.1(m) hereof to the Business extent such records are reasonably determined by Purchaser to be necessary to operate the Business; (m) Excluded Equipment; (n) the Leased Vehicles; (o) the Excluded Software; and (p) all claims, causes of action, rights, set off rights, defenses owned by Sellers related to or arising on or prior to in connection with the Closing Dateassets described in clauses (a)-(o) above.

Excluded Assets. Buyer expressly understands Notwithstanding the provisions of Section 1.1, the Parties acknowledge and agrees agree that the following assets assets, properties, contracts and properties rights of Seller the Sellers are not included among the Purchased Assets and are excluded from the Retained Subsidiaries Transfer (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all cash, cash equivalents, bank deposits and similar cash items of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained Business held by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Sellers on the Closing Cash (the “Transferred Cash”))Date; (b) insurance policies relating to all shares of capital stock or other securities of the Business Sellers and all claimseach of their Affiliates, credits, causes including the equity interests of action or rights thereunder (except for Buyer’s rights under Section 5.05)any Subsidiary of the Sellers; (c) all Intellectual Property Rights Tax assets (including Tax losses, Tax credits, Tax loss or credit carryforwards and other than Tax attributes), all deposits or advance payments with respect to Taxes, and any claims, rights and interest in and to any refunds (including interest thereon or claims therefore) of Taxes, in each case, of the Sellers or their Affiliates or relating to the Business Intellectual Property Rights), including or the marks Purchased Assets for taxable periods (or portion thereof) ending on or prior to the Closing Date and names set forth in Section 2.03 all Tax Returns of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseSellers; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating assets not related to the Business, copies including the hockey, cycling and football businesses of which will be made available to Buyer at the Closing Sellers and their Affiliates and any discontinued businesses or operations (it being understood that other than the portion lacrosse business) of such copies not relating the Sellers and their Affiliates (collectively, the “Excluded Businesses”) and the assets primarily used in the Excluded Businesses, to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiariesextent such assets do not constitute Purchased Assets; (e) any and all Intellectual Property (including the property goodwill associated therewith) and assets described Know How primarily Used in Section 2.03 the conduct of the Disclosure ScheduleExcluded Businesses, wherever located, including without limitation the Retained IP and Retained Know How set forth on Schedule 1.2(e); (f) all rights of Seller or any Records of the Retained Subsidiaries arising under Sellers and their Affiliates not primarily related to the Transaction Documents Business or the transactions contemplated therebyPurchased Assets; (g) all Purchased Assets sold rights with respect to insurance policies of the Sellers either (i) unrelated to the Business or otherwise disposed (ii) related to currently outstanding claims of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andBusiness; (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights with respect to receive Tax refunds Benefit Plans; (i) all rights with respect to leases that are not Conveyed Leases; (j) all assets relating to Intracompany Payables and contracts between the Business arising on or prior Sellers and their Affiliates; (k) all rights with respect to the Closing Datecontracts, agreements and arrangements set forth on Schedule 1.2(k).

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything to the contrary contained in Section 1.01 or elsewhere in this Agreement, the following assets and properties of Seller and (collectively, the Retained Subsidiaries (the “"Excluded Assets”") shall be are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased AssetsAssets and shall remain the property of Seller after the Effective Time for each Store: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Excluded Inventory; (b) insurance policies relating all cash and cash equivalents (including stamps and activated lottery tickets, but excluding the Deposits), accounts receivable and prepaid expenses not related to the Business and all claimsLeases, credits, causes of action Subleases or rights thereunder Licenses (except for Buyer’s rights under which shall be prorated pursuant to Section 5.052.02); (c) all Intellectual Property Rights (personnel Records and other than the Business Intellectual Property Rights), including the marks and names set forth Records that Seller is required by Legal Requirements to retain in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-Licenseits possession; (d) all booksrights of Seller under this Agreement and the other agreements, records, files documents and papers, whether in hard copy or computer format, prepared instruments delivered in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiariesherewith; (e) any agreement, contract, lease (other than the property Leases and assets described in Section 2.03 the Subleases and Licenses), consensual obligation, promise or undertaking (whether written or oral and whether express or implied), whether or not legally binding (a) under which Seller has or may acquire any rights or benefits; (b) under which Seller has or may become subject to any obligation or liability; or (c) by which Seller or any of the Disclosure Scheduleassets owned or used by Seller is or may become bound, in each case with respect to the Purchased Assets (collectively the "Excluded Contracts"); (f) except for Prescription Files at File Buy Stores, all rights of Seller or any of Seller's assets not exclusively located at the Retained Subsidiaries arising under the Transaction Documents Owned Real Property or the transactions contemplated therebyLeased Real Property; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andSeller's corporate record books, minute books, accounting records and tax records; (h) vendor merchandising displays or equipment including, but not limited to, ice freezers, refrigerated coolers, water dispensing machines, coin machines, dairy stocking carts, and candy and game vending machines which are standalone and may be plug-in, and are not of the built-in variety; (i) Unicru System and Learning Management System, automatic teller machines (unless subject to a lease, sublease or license disclosed on Schedule 1.01(b) or (k)), employment station kiosks and related equipment, Western Union equipment, and any information technology systems and equipment that are incompatible with Buyer's operations, provided the same can be removed from the Stores without physical damage to the Stores that (i) results in a material - 4 - violation under the applicable Lease or (ii) materially interferes with the normal day-to-day operations of such store; (j) all non-transferable software applications including but not limited to pharmacy software, IBM point of Seller’s sale software, Chaintrack price management software, Stylus software and Kronos software; (k) all network equipment including but not limited to routers, switches and access points; provided, however, in no case will this include the removal of wiring, conduit and the Retained Subsidiaries’ claims like; (l) all leased equipment or systems including but not limited to any leased PC's, servers, printers, copy machines, facsimile machines and blood pressure machines; (m) all handheld equipment and related peripherals; (n) ScriptPro robot and Parata Rx Automation; (o) pallet jacks and related unloading equipment; (p) all assets at the Stores owned by any tenants, subtenants or licensees; (q) except for the Marks, all trade names, trademarks and rights to receive Tax refunds relating to service marks (including Seaway Food Town, or any derivation thereof) that are owned by Seller or Seller's Affiliates; (r) the Business arising property and assets expressly designated on or prior to the Closing DateSchedule 1.02(r).

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything contained in Section 1.1 hereof to the contrary, the Assets do not include any of the following assets and properties of Seller and (herein referred to collectively as the Retained Subsidiaries (the “"Excluded Assets”) shall be excluded from the Purchased Assets:"): (a) the name and ▇▇▇▇ "Adaptive Broadband" and any name or ▇▇▇▇ derived from or including the foregoing, including without limitation, all of Seller’s Logos, corporate symbols or logos incorporating, or Internet sites or addresses incorporating the name, "Adaptive Broadband" and the Retained Subsidiaries’ cash name and cash equivalents on hand ▇▇▇▇ "California Microwave" and in banks (except for such amountsany name or ▇▇▇▇ derived from or including the foregoing, if anyincluding without limitation, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash all Logos, corporate symbols or logos incorporating "California Microwave" (the “Transferred Cash”)"Excluded Intellectual Property"); (b) insurance policies relating to the Business all cash and all claimscash equivalents and similar type investments, creditssuch as certificates of deposit, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)treasury bills and other marketable securities; (c) all Intellectual Property Rights (other than books and records relating to or used in the Business Intellectual Property Rights), including business of Seller and not primarily relating to or used in the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseBusiness; (d) all booksinsurance policies maintained by Seller and all rights of action, recordslawsuits, files claims and papersdemands, whether in hard copy rights of recovery and set-off, and proceeds, under or computer formatwith respect to such insurance policies, prepared in connection with this Agreement or except to the transactions contemplated hereby (other than confidentiality agreements with any Person extent the coverage thereof remains available after the Closing for claims relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesAssets or Assumed Liabilities; (e) the property and assets described in Section 2.03 of the Disclosure Schedulecorporate-level intercompany accounts receivable from Seller; (f) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the Excluded Assets or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyExcluded Liabilities; (g) all Purchased Assets sold rights, title and interest of Seller in and to prepaid Taxes of the Business and any claims for any refund, credit, rebate or otherwise disposed abatement with respect to Taxes of in the ordinary course of business during Business for any period or portion thereof through the period from Closing Date, and any interest payable with respect thereto, except to the extent such amounts are reflected on the September Balance Sheet; (h) accounts receivables and interest receivables with LinkSat Brazil Sistemas de Communicacao Ltda existing on the date hereof until as listed on the Closing Date Adjusted April Balance Sheet in compliance with the terms hereofamounts of $5,763,000 and $518,000, respectively (collectively, the "LinkSat Receivables"); (i) goodwill on the books and records of Seller not related to the Business or the Assets; and (hj) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising assets listed on or prior to the Closing DateSchedule 1.2.

Excluded Assets. Notwithstanding anything contained in Section 1.1 hereof to the contrary, Seller is not selling, assigning, transferring or conveying to Buyer expressly understands and agrees that any asset or item not described in Section 1. 1. Without limiting the foregoing, the following assets assets, rights and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be are excluded from the Purchased transactions contemplated in this Agreement (the "Excluded Assets:"): (a) all of Seller’s the ownership interest in equipment and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amountsother personal property, if anywherever located, as the parties may agree will be retained leased, licensed or rented by the Purchased Subsidiaries Company and owned by third parties who are not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))affiliated with Seller; (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder refunds for Taxes (except for Buyer’s rights under as hereinafter defined in Section 5.053.1(f)(i)) paid; (c) all Intellectual Property Rights prepaid expenses and deposits relating to those liabilities that are not Assumed Liabilities (other than the Business Intellectual Property Rightsas hereinafter defined), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all booksinter-company accounts receivable from Affiliates of Seller, recordsand Seller's pension, files and papers, whether in hard copy profit-sharing or computer format, prepared in connection with this Agreement other funded employee benefit plan assets; (e) the capital stock of Seller owned or the transactions contemplated hereby held by Parent; (other than confidentiality agreements with f) banking or financial institution accounts or any Person relating to the Business, copies of which will be made available to Buyer at the Closing deposit or concentration accounts or safety deposit boxes (it being understood that the portion foregoing does not apply to any funds or other assets held in any such accounts, all of such copies not relating to which are included in the Business may be redactedAssets)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold Seller's rights under any Excluded Contracts except under the Agreement between ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and Parent, dated as of February 27, 1996 (which rights are expressly included as Assets) or otherwise disposed of except as expressly provided in Section 5.5(f); (h) Medicare Provider Numbers for Pennsylvania, Ohio, Florida, Maryland, Rhode Island and Washington, D.C.; (i) the ordinary course of business during name and service ▇▇▇▇ "MEDIQ" and any derivations thereof (the period from the date hereof until the Closing Date in compliance with the terms hereof"Name"); (j) Seller's rights under this Agreement or any other Transaction Documents (as hereinafter defined); and (hk) all Accounts Receivable of Seller’s and Seller from governmental payors that by law may not be assigned to Buyer ("Non-Assignable Receivables") (it being understood however, that for purposes of Section 2.3 of this Agreement the Retained Subsidiaries’ claims for and rights Non-Assignable Receivables shall be deemed to receive Tax refunds relating to the Business arising on or prior to the Closing Datebe Accounts Receivable).

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer expressly understands and agrees that shall not purchase or otherwise acquire, the following assets and properties of Seller and (such assets being collectively referred to hereinafter as the Retained Subsidiaries (the “"Excluded Assets”) shall be excluded from the Purchased Assets:"): (a) all rights of Seller and Seller’s and 's Affiliates arising under this Agreement, the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as Other Agreements or from the parties may agree will be retained by consummation of the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))transactions contemplated hereby or thereby; (b) insurance policies relating all of Seller's rights in assets to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights extent related primarily to Seller's tissue culture based urokinase product currently marketed under Section 5.05the brand Abbokinase(R); (c) all Intellectual Property Rights (other than accounts receivable, notes receivable, cash, bank deposits, marketable securities and intercompany receivable balances owed to Seller or Seller's Affiliates with respect to the Business Intellectual Property Rights), including Products existing at the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseClosing Date; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records rights of Seller and the Retained SubsidiariesSeller's Affiliates arising under any active contract or agreement not set forth in Schedule 2.1(c); (e) all corporate minute books, stock records and Tax returns (including all workpapers relating to such Tax returns) of Seller and Seller's Affiliates and such other similar corporate and financial books and records of Seller and Seller's Affiliates as may exist on the property and assets described in Section 2.03 of the Disclosure ScheduleClosing Date; (f) all rights of real property, buildings, structures and improvements thereon, whether owned or leased by Seller or any of Seller's Affiliates, and all fixtures and fittings attached thereto, including those in the Retained Subsidiaries arising under buildings designated by Seller as the Transaction Documents or the transactions contemplated therebyM3, M3B, M6 and M10 buildings in its North Chicago, Illinois location; (g) all Purchased Assets sold Intellectual Property of Seller or otherwise disposed Seller's Affiliates of any kind not listed on Schedule 2.1(b) or referred to in clause (ii) of Section 2.1(b), specifically including the ordinary course of business during trademarks or trade names "▇▇▇▇▇▇," "▇▇▇▇▇▇ Laboratories" and any variants thereof, the period from stylized symbol "A," the date hereof until the Closing Date in compliance with the terms hereof; and (hABBOKINASE(R) all of Seller’s trademark, and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating any Intellectual Property to the Business arising on or prior extent related primarily to Seller's tissue culture based urokinase product currently marketed under the brand Abbokinase(R); and US Patent No. 5,665,578 and US Patent No. 5,741,682 (which will be licensed to Buyer pursuant to the Closing DatePatent License Agreement).

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything contained in this Agreement to the contrary, the following rights, properties and assets and properties of Seller and the Retained Subsidiaries (collectively, the “Excluded Assets”) shall will not be excluded from included in the Purchased Assets: (a) all cash or cash equivalents, bank deposits, marketable securities or notes receivable of Seller’s Sellers or any of their Affiliates; (b) all accounts receivable from any Person and any notes receivable from any Person arising out of the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such operation of the Refinery, the Pipeline or the Business prior to Closing, as well as all amounts, if any, as the parties may agree will be retained that are receivable by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)Sellers from their Affiliates; (c) all Intellectual Property Rights (other than i) the Business Intellectual Property Rights)Pipeline linefill, including (ii) the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”)Retained Product Inventory, and including (iii) all royalties and/or other license payments under any Portfolio Cross-Licensehydrocarbon inventory that Seller will retain title to after Closing in accordance with Exhibit K; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesExcluded Contracts; (e) all assets and rights involved in the property marketing and supply business conducted by Sellers or any Affiliate of Sellers (including the Pipeline linefill and the Retained Product Inventory, but excluding any other physical assets described in Section 2.03 located on or at the Real Property or the Right of Way, which shall form part of the Disclosure ScheduleAssets); (f) all rights of Seller or any the spare parts and other items identified in Section 2.2(f) of the Disclosure Schedules (the “Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyParts and Spares”); (g) (i) Proprietary trade names (including the trade names “Valero” and “Premcor” and all Purchased Assets sold variations thereof), trademarks, service marks, logos, trade dress, insignia, imprints, brand identifications, advertising and trade names of Sellers and all signs and other personal property whose primary purpose is to display any of the foregoing, (ii) any proprietary invention, patent, trade secret, copyright, technological information, software or otherwise disposed data of Sellers except to the extent expressly included in the ordinary course Assets, (iii) all documents and communications of business during Sellers and their Affiliates that are subject to the period from attorney-client privilege or that comprise attorney work product or the date hereof until attorney-client relationship, and (iv) all forms and documents which prominently incorporate any of the Closing Date in compliance with the terms hereof; andforegoing; (h) all assets and rights owned by third parties; (i) all Claims, demands and causes of Seller’s action that Sellers or any of their Affiliates may have against any Persons (including insurers) relating solely to events, conditions or circumstances existing or occurring at any time prior to Closing (including any counterclaims or defenses that Sellers may have with respect to any Retained Liabilities or the liabilities indemnified against under Section 12.2, Section 12.3 or the Environmental Agreement); (j) all insurance coverage to which Sellers or any of their Affiliates may be entitled (whether as an additional insured, named insured or otherwise) with respect to any events, conditions or circumstances existing or occurring at any time prior to Closing; (k) any books and records (i) which constitute corporate, financial, tax and legal records of Sellers unrelated to the Business, (ii) which relate exclusively to, or the retention of which are necessary for the defense of, any of the Retained Subsidiaries’ claims Liabilities (or the liabilities or obligations indemnified against under Section 12.2 or for and rights which Sellers are responsible under the Environmental Agreement), or (iii) the disclosure of which to receive Tax refunds Buyers would waive (or would reasonably risk the waiver of) any attorney/client, work product, tax practitioner, audit or other privilege relating to the Retained Liabilities (or the liabilities or obligations indemnified against under Section 12.2 or the liabilities for which Sellers are responsible under the Environmental Agreement), or (iv) which constitute third party data or information that cannot be disclosed or transferred to Buyers without violating legal constraints or legal obligations to the third party owner thereof; provided, however, that subject to the parties entering into a mutually-agreed joint defense agreement(s) to allow for the sharing of common defense privileged materials, Buyers, at Buyers’ expense and upon written request to Sellers, may receive copies of any of the items in the foregoing clauses (ii) and (iii) as well as any other books and records in the possession of Sellers to the extent (and only to the extent) they contain information about the Refinery or the Business that Buyers reasonably need in connection with third party Claims or Litigation arising on from the Assumed Obligations or in order to comply with Law. Seller also reserves the right to retain copies (but not originals) of any Books and Records delivered to Buyers pursuant hereto, as may be necessary to comply with Law, to honor Seller’s obligations or enforce Seller’s rights hereunder, or to meet any audit or document retention requirements; (l) Tax refunds or credits arising out of Taxes paid by Sellers or their Affiliates and all claims of Sellers or their Affiliates for refunds of or loss carry forwards or carry backs with respect to (i) Taxes attributable to any period prior to the Closing Date, or (ii) any Taxes attributable to Excluded Assets; (m) all intercompany accounts due to or from Sellers or any of their Affiliates and all intercompany contracts pursuant to which Sellers or any of their Affiliates have agreed to provide management, operational or administrative services or employees to the Sellers; (n) the Seller Policies; (o) all deposits paid by Sellers or any of their Affiliates in connection with the Refinery, the Pipeline, Assets or the Business; and (p) all rights in connection with and assets of the Seller Plans.

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything herein to the contrary, the Purchased Assets shall not include any of the following assets and properties assets, whether owned by, held by or relating to Seller or any of Seller and the Retained its Subsidiaries (collectively, the “Excluded Assets”); provided, that the assets described in clauses (b), (c), (f), (h), (j), (k) and (m) – (p) of this Section 2.2 that are owned by any Conveyed Entity shall be excluded from the Purchased transferred together with such Conveyed Entity and shall not be Excluded Assets: (a) all cash, certificates of Seller’s deposit and the Retained Subsidiaries’ cash and other cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)otherwise provided in Section 6.12); (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of its Subsidiaries in any real property other than Owned Real Property and real property subject to a Real Property Lease; (c) all personal property, equipment and inventory not included in the Retained Subsidiaries arising Purchased Assets; (d) rights under the Transaction Documents Contracts to which Seller or any of its Subsidiaries is a party which are not Assumed Contracts; (e) all rights to the transactions contemplated therebynames “Hess” and “▇▇▇▇ Oil” and related trademarks, service marks, trade dress, domain names and other indicia of origin and any other indicia of origin that is confusingly similar to the foregoing, subject to Seller’s agreement to allow for the continued use of any of the foregoing on a transitional basis pursuant to Section 6.16; (f) general books of account and books of original entry that comprise Seller’s or its Subsidiaries’ or Affiliates’ permanent Tax records, corporate minute books, stock books and related organizational documents and the Files and Records that Seller and its Subsidiaries are required to retain pursuant to any Law or Order and the Files and Records related exclusively to the Excluded Assets or Excluded Liabilities, except as set forth in Section 2.1(c); (g) all Purchased Assets sold claims for refund or otherwise disposed credit of Taxes and other Governmental Entity charges of whatever nature that are attributable to the period prior to the Closing Date, except to the extent included in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andSt. Lucia Working Capital; (h) all of Intellectual Property; (i) Seller’s and the Retained or any of its Subsidiaries’ claims against Purchaser with respect to the Purchase (including under this Agreement) or relating to the Excluded Assets or the Excluded Liabilities or otherwise; (j) all Information Technology not specified in Section 2.1(d), including any Information Technology assets and Contracts for the use of software and hardware and related Contracts with software and hardware vendors used by or for Seller or any of its Subsidiaries with respect to business units other than the Terminal Operations, subject to Seller’s agreement to allow for the continued use of any of the foregoing on a transitional basis pursuant to Section 6.16; (k) all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to receive Tax refunds assert claims with respect to any such insurance recoveries, except as otherwise provided in Section 6.12; (l) all claims, defenses and rights of offset or counterclaim (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) relating to any of the Excluded Liabilities; (m) the accounts receivable and pre-paid assets of the Terminal Operations; (n) sales literature, promotional literature, and other selling and advertising materials used in connection with the Terminal Operations, in each case whether in hard copy or electronic format; (o) all assets of Seller and its Subsidiaries not used exclusively in connection with the Terminal Operations to the extent not otherwise included in the Purchased Assets; (p) the North Jersey Public Service Pipeline; (q) any interests in the Syracuse Terminal and assets relating to the Business arising on or prior Syracuse Terminal, in each case owned by any Third Party; (r) the East Coast Hydrocarbon Inventory, the East Coast Tank Bottoms and the St. Lucia Hydrocarbon Inventory (other than the Purchased St. Lucia Hydrocarbon Inventory); (s) all Improvements, Personal Property, Parts Inventory, Information Technology and other assets that are subject to the Closing DatePort Reading Decommissioning and any materials generated by the Port Reading Decommissioning; (t) all toy trucks and related inventory which is located at any Terminal; and (u) all emissions allowances or credits associated with the closing of the Port Reading Refinery.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer or assign, and Buyer expressly understands and agrees that shall not purchase or otherwise acquire, the following assets and properties of Seller and (such assets being collectively referred to hereinafter as the Retained Subsidiaries (the “"Excluded Assets”) shall be excluded from the Purchased Assets:"): (a) all rights of Seller and Seller’s and 's Affiliates arising under this Agreement, the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as Other Agreements or from the parties may agree will be retained by consummation of the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))transactions contemplated hereby or thereby; (b) insurance policies relating all accounts receivable, notes receivable, cash, bank deposits, marketable securities and intercompany receivable balances owed to Seller or Seller's Affiliates with respect to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)Products existing at the Closing Date; (c) all Intellectual Property Rights (rights of Seller and Seller's Affiliates arising under any contract other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseContracts; (d) all corporate minute books, records, files stock records and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby Tax returns (other than confidentiality agreements with any Person including all work papers relating to the Business, copies such Tax returns) of which will be made available to Buyer at the Closing (it being understood that the portion of Seller and Seller's Affiliates and such copies not relating to the Business may be redacted)) and all minute other similar corporate books and corporate records of Seller and Seller's Affiliates as may exist on the Retained SubsidiariesClosing Date; (e) all real property, buildings, structures and improvements thereon, whether owned or leased by Seller or Seller's Affiliates, and all fixtures and fittings attached thereto, including those in the property buildings designated by Seller as the M3, M3B, M6 and assets described M10 buildings in Section 2.03 of the Disclosure Scheduleits North Chicago, Illinois location; (f) all rights Intellectual Property Rights of Seller or Seller's Affiliates of any kind not listed on Schedule 2.1(b) or referred to in Section 2.1(d), specifically including the trademarks or trade names "Abbott," "Abbott Laboratories" and any variants thereof, the stylized sy▇▇▇▇ "A," the Abbokinase OpenCath(R) trademark and the ABBOKINASE(R) trademark, which is the subject of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyInventory Trademark License Agreement; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Date.

Excluded Assets. Buyer expressly understands and agrees that the following Those assets and properties of Seller and the Retained Subsidiaries Sellers described below, together with any assets described on Schedule 1.2 hereto, shall be retained by Sellers (collectively, the “Excluded Assets”) and shall not be excluded from the Purchased Assetsconveyed to Buyer: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))equivalents; (b) insurance policies all amounts payable to Sellers in respect of third party payors pursuant to retrospective settlements (including, without limitation, pursuant to Medicare, Medicaid and TriCare/CHAMPUS cost reports filed or to be filed by Sellers for periods prior to the Effective Time (hereinafter defined) and retrospective payment of claims that are the subject of CMS Recovery Audit Contractor appeals) and all appeals and appeal rights of Sellers relating to such settlements, including cost report settlements, for periods prior to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)Effective Time; (c) all Intellectual Property Rights records relating to the Excluded Assets and the Excluded Liabilities (other than as defined below) to the Business Intellectual Property Rightsextent that Buyer does not need the same in connection with the ongoing activities of the Hospital, the Assets, or the Assumed Liabilities (as defined below), including as well as all records which by law Seller or their Affiliates are required to maintain in their possession; provided, however, that in the marks and names set forth in Section 2.03 latter case, copies of such records may be made available upon the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-Licensereasonable request of Buyer; (d) all books, records, files any reserves or prepaid expenses related to Excluded Assets and papers, whether in hard copy Excluded Liabilities (such as prepaid legal expenses or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redactedinsurance premiums)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) all accounts receivable arising from the property rendering of services to patients at the Hospital, billed and assets described unbilled, recorded or unrecorded, with collection agencies or otherwise, accrued and existing in Section 2.03 respect of services rendered prior to the Disclosure ScheduleEffective Time; (f) any and all rights of Seller names, symbols, trademarks, logos or other symbols used in connection with the Hospital and the Assets which include the names “Community Hospital Corporation,” “CHC” or any of variants thereof or any other names which are proprietary to Community Hospital Corporation (“CHC”) or its Affiliates (other than Sellers) (the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby“Excluded Marks”); (g) all Purchased Assets sold receivables from or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance obligations with the terms hereof; andSellers or their Affiliates; (h) all insurance proceeds arising in connection with the operation of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to Hospital or the Business arising on or Assets prior to the Closing DateEffective Time and all insurance proceeds arising in connection with the Excluded Assets and the Excluded Liabilities; (i) any computer software and programs which are proprietary to CHC or CHC’s Affiliates; (j) all of CHC’s proprietary manuals, marketing materials, policy and procedure manuals, standard operating procedures and marketing brochures, data and studies or analyses, any contracts, commitments or agreements that are available only to Sellers by reason of its being an Affiliate of CHC, and any other such contracts, commitments or agreements that are not Contracts, including, without limitation, those set forth on Schedule 1.2(j); (k) all rights in connection with and the assets of Sellers’ employee benefit plans; (l) all documents, records, operating manuals and film (in format) pertaining to the Hospital which are proprietary to CHC or CHC’s Affiliates or which by law Sellers or their Affiliates are required to retain; provided, however, that in the latter case, copies of such records may be made available upon the reasonable request of Buyer; (m) all obligations between Sellers and/or between Sellers and Seller Guarantor; (n) all equity interests in Clinic Seller and Jellico Healthcare Associates, LLC; and (o) all rights of Sellers under this Agreement and its related documents.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Buyer expressly understands and agrees that the following it is not purchasing or acquiring, and Seller is not selling, assigning or transferring, any properties, rights or assets and properties of Seller other than the Acquired Assets, and all such other properties, rights and assets shall be excluded from the Retained Subsidiaries Acquired Assets (collectively, the “Excluded Assets”) shall ). The Excluded Assets to be excluded from retained by Seller include all of Seller’s right, title and interest in and to the Purchased Assetsfollowing properties, rights and assets: (a) As identified on Schedule 2.2(a) or in the Asset Demarcation Agreement, the real and personal property comprising or constituting any or all of Seller’s the T&D Assets (whether or not regarded as a “transmission,” “distribution” or “generation” asset for regulatory or accounting purposes), including all electric power, communications and telecommunications underground and aboveground lines, switchyard facilities, substation facilities, support equipment and other Improvements, the Retained Subsidiaries’ cash Reserved Easements, and cash equivalents on hand all Permits and in banks (except Contracts, to the extent they relate to the T&D Assets, and those certain assets and facilities identified for such amounts, if any, as the parties may agree will be retained use or used by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Seller or others pursuant to an agreement or agreements with Seller for telecommunications purposes; (b) insurance policies relating to the Business The real property and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05Improvements thereon described in Schedule 2.2(b); (c) Except for Prepayments, (i) all Intellectual Property Rights (Cash, accounts receivable, notes receivable, checkbooks and canceled checks, bank accounts and deposits, commercial paper, certificates of deposit, securities, and property or income Tax receivables, other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”)Merrimack Landfill Trust assets, and including all royalties and/or (ii) any other license payments under any Portfolio Cross-LicenseTax refunds, credits, prepayments or other rights to payment related to the Acquired Assets to the extent allocable to a period ending prior to the Closing Date; (d) all booksAll Contracts of Seller (other than the Assigned Contracts and Assigned Leases), records, files and papers, whether in hard copy or computer format, prepared provided that any excluded Contract of Seller used in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redactedthat is not an Assigned Contract or an Assigned Lease is identified on Schedule 3.7(a)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) All Permits of Seller (other than the property and assets described Transferable Permits), provided that any excluded Permit of Seller used in Section 2.03 of connection with the Disclosure ScheduleBusiness that is not a Transferable Permit is identified on Schedule 3.7(a); (f) All Intellectual Property including all rights Seller Marks (other than the Assigned Intellectual Property), provided that any excluded Intellectual Property of Seller or any of used in connection with the Retained Subsidiaries arising under Business that is not included in the Transaction Documents or the transactions contemplated therebyAssigned Intellectual Property is identified on Schedule 3.7(a); (g) Duplicate copies of all Purchased Assets sold Transferred Books and Records (to the extent and subject to the conditions set forth herein), and all other records of Seller other than the Transferred Books and Records, including corporate seals, organizational documents, minute books, stock books, Tax Returns, financial records, books of account and other corporate records of Seller, and all employee-related or employee benefit-related files or records other than the Transferred Employee Records; (h) to Section 2.1(j); (i) All insurance policies of Seller and insurance proceeds therefrom, subject All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any period through the Closing or otherwise disposed relating to any Excluded Liability, but excluding any such rights of Seller to the extent relating to an Assumed Liability; (j) All of Seller’s rights arising from or associated with any Contract or arrangement representing an intercompany transaction, agreement or arrangement between Seller and an Affiliate of Seller, whether or not such transaction, agreement or arrangement relates to the provisions of goods or services, payment arrangements, intercompany charges or balances or the like, including, but not limited to, the Terminated Contracts (“Intercompany Arrangements”), other than those Assigned Contracts set forth on Schedule 2.2(j), provided that any excluded Intercompany Arrangement used in the ordinary course of business during the period from the date hereof until the Closing Date in compliance connection with the terms hereofBusiness is identified on Schedule 3.7(a); (k) All Employee Benefit Plans and trusts or other assets attributable thereto; (l) Seller’s Hydro Business; and (hm) all of Seller’s The rights that accrue or will accrue to Seller under this Agreement and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing DateRelated Agreements.

Excluded Assets. Buyer expressly understands and agrees that The Acquired Assets shall not include any of the following assets and properties of Seller and the Retained Subsidiaries (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all the Seller Charter Documents, qualifications to transact business as foreign corporations, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, Seller as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))a corporation; (b) Seller’s insurance policies relating listed on Schedule 2.2(b) (including any proceeds thereof and any rights to the Business and all claims, credits, causes refunds of action or rights thereunder (except for Buyerunearned premiums upon cancellation of such policies in connection with Seller’s rights under Section 5.05Liquidation); (c) all Intellectual Property Rights (pension, profit sharing, or savings plans and trusts and the assets thereof and any other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 benefit plan of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseSeller; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with the rights of Seller under this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesCollateral Agreements;; (e) all tangible personal property of Seller located outside the property United States and assets described Canada as of September 24, 2007, all Government Permits issued to Seller by Government Entities outside the United States and Canada, all Contracts of Seller relating solely to its business outside the United States and Canada and all accounts and records relating solely to Seller’s business outside the United States and Canada (except, in each case, as specifically included in Section 2.03 of the Disclosure Schedule2.1); (f) all rights Books and Records of Seller that relate solely to Taxes or Excluded Assets; provided, however, Seller agrees that it will provide Buyer with copies of, or reasonable access to, such Books and Records to the extent that any such Books and Records relate to any Acquired Asset or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyAssumed Liability; (g) all Purchased Assets sold or otherwise disposed of in Seller Contracts other than the ordinary course of business during Assigned In-License Contracts and the period from the date hereof until the Closing Date in compliance with the terms hereofAdditional Assigned Contracts; and (h) all such other assets of Seller’s and the Retained Subsidiaries’ claims for and rights Seller as are specifically excluded by Buyer in a signed notice delivered to receive Tax refunds relating to the Business arising Seller on or prior to the Closing DateClosing.

Excluded Assets. Buyer expressly understands The Excluded Assets shall consist of all assets, properties and agrees that rights not enumerated as Purchased Assets in Section 1.2, including, without limitation, the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased Assetsitems: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amountsbanks, if any, as the parties may agree will be retained by the Purchased Subsidiaries cash equivalents and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))investments; (b) insurance policies relating to the Business Seller's bank accounts, checkbooks and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)cancelled checks; (c) all Intellectual Property Rights to indemnification, causes of action and rights in and to claims and litigation (other than and in each case benefits to the Business Intellectual Property Rights)extent they arise therefrom) against third parties to the extent such claims and litigation are not in any way related to the Business, including the marks and names set forth in Section 2.03 of Purchased Assets or the Disclosure Schedule Assumed Liabilities (the “Seller Trademarks and Tradenames”as herein defined), and including all royalties and/or other license payments under any Portfolio Cross-Licenserights in and to claims (and benefits to the extent they arise therefrom) that relate solely to the Excluded Assets and Excluded Liabilities (as herein defined); (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records insurance policies of Seller and the Retained Subsidiariesrights in connection therewith; (e) rights arising from any refunds due with respect to insurance premium payments to the property extent they relate to insurance policies which constitute Excluded Assets and assets described in Section 2.03 of the Disclosure Schedulerefunds due from federal, state and/or local taxing authorities with respect to Taxes heretofore paid by Seller; (f) all rights deposits of Seller or any of with the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyInternal Revenue Service, including, without limitation, tax deposits, prepayments and estimated payments; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andSeller's rights under this Agreement; (h) Seller's corporate charter, minute and stock record books, and corporate seal and tax returns; (i) Deposits and bonds posted for Seller's 401(k) Plan and a $250,000 insurance policy issued by Old Republic Surety Company to insure the 401(k) Plan; (j) the assets, if any, described on Schedule 1.3(j) hereto; (k) all of Seller’s trade accounts receivable, miscellaneous receivables, notes receivable, negotiable instruments and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating chattel paper related to the conduct of the Business arising on or prior to the Closing DateClosing, a list of which, current as of November 30, 2005, is set forth on Schedule 1.3(k) hereto (the "Excluded Accounts Receivable"); and (l) all lock boxes relating to the Business to which Seller's account debtors remit payments.

Excluded Assets. Buyer expressly understands Notwithstanding anything to the contrary in this Agreement, in no event shall Sellers be deemed to sell, transfer, assign or convey, and agrees that Sellers shall retain all right, title and interest to, in and under the following assets assets, properties, interests and properties rights of Seller and the Retained Subsidiaries Sellers (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of each Seller’s Cash and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); Equivalents; (b) insurance policies relating to The Professional Fee Escrow under the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05); DIP Order; (c) all Intellectual Property Rights (Any rights to real estate other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; Assumed Leased Real Property; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or any asset of Sellers that otherwise would constitute a Purchased Asset but for the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (fact that it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets is sold or otherwise disposed of during the Pre-Closing Period in the ordinary course Ordinary Course of business during the period from the date hereof until the Closing Date Business of Sellers and in compliance conformity with the terms hereofand conditions of this Agreement (including Section 8.1) or Purchaser otherwise agrees to such sale or other disposition; and (e) all unexpired leases and executory contracts of Sellers other than the Assigned Contracts, and all Rejected Contracts; (f) all Claims that any of Sellers may have against any Person solely with respect to any Excluded Assets or any Excluded Liabilities; (g) Sellers’ rights under this Agreement, the Purchase Price hereunder, any agreement, certificate, instrument or other document executed and delivered by Purchaser to any Seller in connection with the transactions contemplated hereby; (h) all current and prior director and officer insurance policies of Seller’s Sellers and the Retained Subsidiaries’ claims for all rights of any nature with respect thereto running in favor of Sellers, including all insurance recoveries thereunder and rights to receive Tax refunds relating assert claims with respect to any such insurance recoveries, in each case, as the Business same may run in favor of Sellers and arising on or out of actions taking place prior to the Closing Date.Closing; (i) the properties and assets set forth on Schedule 2.2(i); (j) the Organizational Documents and Tax Returns and any tax refunds of Sellers (and all Documents related thereto); (k) all Subsidiaries of each Seller; 18

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything to the following assets and properties of Seller and contrary in this Marketing Contribution Agreement, all assets, excluding the Retained Subsidiaries SSA Transferred Assets (collectively, the “Excluded Assets”) shall be ), are excluded from the Purchased AssetsSSA Transferred Assets and shall be retained by SSA and its Affiliates after the Effective Time, including: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash, cash equivalents on hand and in banks (short-term investments, except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Store Cash”)); (b) insurance policies relating to the Business all bank deposits and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)bank accounts; (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio CrossThird-LicensePerson Receivables; (d) all books, records, files inter-company accounts and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) contracts involving SSA and all minute books and corporate records of Seller and the Retained Subsidiariesits Affiliates; (e) all rights relating to deposits and prepaid expenses and Claims for refunds and rights to offset in respect thereof, except for the property and assets described in Section 2.03 of the Disclosure ScheduleMarketing Prepayments; (f) all rights of Seller to any assets under any SSA Benefit Plan or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyrelated trusts; (g) all Purchased refunds arising out of Taxes, or withholdings associated with Taxes, relating to the SSA Transferred Assets sold accruing to or otherwise disposed of for any Pre-Closing Tax Period, to the extent provided in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andArticle 7; (h) all rebates earned by SSA or SAF at any of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or Marketing Sites prior to the Closing Date and all rebates relating to the Marketing Fuel Inventory and the Merchandise transferred to NT Retail as of the Closing Date; (i) all proceeds from any underground storage tank fund or similar fund for investigations, corrective action or Remediation performed by SSA or any of its contractors at any of the Marketing Sites prior to the Effective Time; (j) all Intellectual Property (i) other than the Transferred Owned Marketing IP, and (ii) except as, and to the extent separately licensed to NT Retail as provided in any of the Related Agreements; (k) all subscriptions to reports or other materials prepared by Persons who are not parties to this Marketing Contribution Agreement; (l) the Non-Transferred Marketing Permits; (m) all lottery tickets located at the Marketing Sites as of the Effective Time; (n) all assets, property improvements, appurtenances, fixtures, equipment, goods or consignment inventory located at any Marketing Site which are not owned by SSA, including forecourt area video monitor equipment; (o) spare parts and other supplies located in Marketing Rolling Stock but owned and managed by SSA as part of its Springfield, Ohio warehouse inventory; (p) all insurance policies and rights and Claims thereunder; (q) all rights under (i) the Asset Transfer and Contribution Agreement dated as of December 12, 1997 by and between Marathon Oil Company and Ashland Inc., as amended, and (ii) the Master Agreement dated as of March 18, 2004 by and among Ashland Inc., ATB Holdings Inc., EXM LLC, New EXM Inc., Marathon Oil Corporation, Marathon Oil Company, Marathon Domestic LLC and Marathon Ashland Petroleum LLC, as amended; (r) all defenses and Claims that SSA could assert against Third Persons, except for claims which SSA could assert (other than pursuant to the agreements referred to in the immediately preceding Section 2.2(q)) on account of matters or acts as to which NT Retail has agreed to assume liability; (s) all minute books and similar materials related to maintenance of records of SSA that are not Marketing Books and Records; (t) all financial books and records of SSA that are not Marketing Books and Records; (u) all forecasts, financial information or financial statements prepared by or used by SSA or any of its Affiliates, to the extent not Marketing Books and Records or relating primarily to the Marketing Business, and all copies of and subscriptions to Third Person reports; (v) all employment records, including personnel records and medical records, relating to current or former employees of the Marketing Business who do not become Acquired Employees; (w) all rights of SSA and any of its Affiliates under or pursuant to the Formation Agreement and the Related Agreements; (x) any Claims or other rights to receive monies arising prior to or after the Execution Date which SSA or any of its Affiliates has or may have which are attributable to its ownership of the SSA Transferred Assets prior to the Effective Time; (y) all Contracts other than the Transferred Marketing Contracts; (z) to the extent distributed to SSA or its Affiliates prior to the Effective Time, all of SAF’s rights to receive payment on its trade and other accounts receivable unpaid as of the Effective Time (the “SAF Receivables”); (aa) all books, documents, records and files prepared in connection with or relating in any way to the Contemplated Transactions or any alternative transaction and any related analyses; (bb) the Speedy Rewards Program; (cc) those assets listed in Section 2.2(cc) of the SSA Disclosure Schedules; and (dd) any other asset that is not an SSA Transferred Asset.

Excluded Assets. Buyer expressly understands The following properties, rights, interests and agrees that assets (the following assets and properties of "Excluded Assets") will be retained by Seller and will not be transferred to Purchaser at the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased AssetsClosing: (ai) all cash and cash equivalents; (ii) all bank accounts and lockboxes maintained by or on behalf of Seller in the United States and elsewhere; (iii) all of Seller’s the issued and outstanding shares of capital stock of each of ARC Automotive, Inc. ("ARC Automotive"), ARC-Coal, Inc. ("ARC-Coal") and ARC/Asia, Inc. ("ARC/Asia") held by ARC; (iv) all of ARC's ownership interest in and to BAG, S.p.A.; (v) those licenses, agreements, contracts and commitments that are in ARC's name to the extent that they relate to ARC-Coal, ARC Automotive or ARC/Asia; (vi) all real property leases that are in ARC's name to the extent that they relate to ARC-Coal, ARC Automotive or ARC/Asia; (vii) all personal property leases that are in ARC's name to the extent that they relate to ARC-Coal, ARC Automotive or ARC/Asia; (viii) those patents, patent applications and registered trademarks set forth on Schedule 2.02(a)(viii) of the Disclosure Package and all Intellectual Property and Trade Secrets that are in ARC's name to the extent that they relate to ARC-Coal, ARC Automotive or ARC/Asia (the "Excluded Intellectual Property"); (ix) all other properties, rights, interests and assets of whatever kind and nature held by ARC to the extent relating to or used, held for use or under development for use by ARC-Coal, ARC Automotive or ARC/Asia, including such items as more particularly set forth on Schedule 2.02(a)(ix) of the Disclosure Package; (x) except as provided under Section 7.04, the names and trademarks "Sequa," "Chromalloy," "Atlantic Research Corporation," "ARC", "ARC Automotive, Inc.," "ARC-Coal, Inc.," "ARC/Asia, Inc.," "BAICO" and related trademarks, corporate names and trade names incorporating "Sequa" or "Chromalloy" or any name or ▇▇▇▇ confusingly similar thereto and the Retained Subsidiaries’ cash stylized "Sequa" and cash equivalents on hand and in banks "Chromalloy" logos, which are used by Seller as part of any trademark or trade name; (except for such amountsxi) those assets, if any, whether or not used or held for use in connection with the conduct of the Business, as agreed upon by Purchaser and Seller, and set forth on Schedule 2.02(a)(xi) of the parties may agree will be retained Disclosure Package; (xii) all rights with respect to corporate and other services provided to Seller by or on behalf of Sequa before the Purchased Subsidiaries Closing, including those arising out of master Sequa programs, all as more particularly set forth on Schedule 2.02(a)(xii) of the Disclosure Package; (xiii) except for the UK Policies, all of Seller's and not constitute Purchased Subsidiary Pre-Closing Cash its Affiliates' casualty, liability, workers' compensation and other insurance policies and programs including those set forth on Schedule 2.02(a)(xiii) of the Disclosure Package (the “Transferred Cash”)"Retained Insurance Policies") and all claims, awards or rights, including rights of recovery, under any such insurance policies, including refunds of insurance premiums and proceeds thereof and any prepaid insurance policies, and, for the avoidance of doubt, Retained Insurance Policies shall include any of the foregoing that arise out of or are related to Seller Historical Environmental Liabilities for which Seller or its Affiliates, including Sequa, may recover; (xiv) in accordance with ARTICLE VIII, those employee benefit plans and programs described on Schedule 2.02(a)(xiv) of the Disclosure Package; (xv) all claims and proceeds to which either ARC or ARC Automotive may receive or otherwise be entitled and which arise out of or otherwise relate to the proceedings that involved Breed Technologies, Inc., a Delaware corporation, et al Reorganized Debtors in the United States Bankruptcy Court, District of Delaware, Jointly Administered Case No. 99-3399-MFW, Chapter 11 and including that certain Settlement Agreement dated January 8, 2001 by and between Breed Technologies, Inc., as reorganized, ARC and ARC Automotive and all causes of action, claims, demands, rights and privileges against any Person, including warranties and guaranties received from vendors, suppliers or manufacturers with respect to the Excluded Assets and Excluded Liabilities; (xvi) all owned real property, including land and office buildings, of ARC located in Gainesville, Virginia (the "Owned Gainesville Real Estate"); (bxvii) insurance policies all leased real property, including land, office buildings and manufacturing facilities, of ARC located in Gainesville, Virginia and including the note receivable from the owner thereof payable to ARC relating to thereto (the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05"Leased Gainesville Real Estate"); (cxviii) all Intellectual Property Rights (other than rights, entitlements, benefits, monies, proceeds, claims and causes of action arising out of or relating to the Business Intellectual Property Rights)sale prior to Closing of various ARC subsidiaries, divisions and Affiliates, including the marks and names such transactions as more particularly set forth in Section 2.03 on Schedule 2.02(a)(xviii) of the Disclosure Schedule Package (the “Seller Trademarks and Tradenames”"Prior Transactions"), and including all royalties and/or other license payments under any Portfolio Cross-License; (dxix) all Tax refunds and claims relating to Taxes paid by or on behalf of Seller; (xx) (A) Seller's Tax Returns and Tax records and (B) all other books, records, files manuals and papers, whether other materials that (1) are maintained or held for use in hard copy connection with or computer format, otherwise relate to any Excluded Liability or Excluded Assets or (2)(x) were prepared in connection with this Agreement the sale of the Purchased Assets, (y) represent the personnel files of any employee that is not a Transferring Employee, or the transactions contemplated hereby (other than confidentiality agreements with any Person relating z) are accounting records that do not relate exclusively to the Business; provided, however, that Purchaser shall be entitled to receive copies of which will be made available to Buyer at the Closing (any such materials as it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiariesreasonably deems necessary for its Tax, accounting, personnel or legal purposes; (exxi) pursuant to Purchaser's request, those items of inventory located at the property Leased Gainesville Real Estate and assets described in Section 2.03 of the Disclosure ScheduleOwned Gainesville Real Estate as set forth on Exhibit K (the "Excluded Gainesville Inventory"); (fxxii) all rights pursuant to Purchaser's request, those items of Seller or any of fixed assets located at the Retained Subsidiaries arising under Owned Gainesville Real Estate and the Transaction Documents or Leased Gainesville Real Estate set forth on Exhibit L (the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof"Excluded Gainesville Fixed Assets"); and (hxxiii) all those items of Seller’s and fixed assets set forth on Schedule 2.02(a)(xxiii) (the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Date"Camden Automotive Fixed Assets").

Excluded Assets. Buyer expressly understands and agrees that Subject to the specific guidelines set forth in Section 1.5(v), the Excluded Assets shall consist of the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased Assetsitems: (a) except as provided in Section 1.5(t), all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as exclusive of letters of credit issued by customers of any of the parties may agree will be retained by Subsidiaries) and marketable securities and the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))like; (b) insurance policies relating the Subsidiaries' bank accounts (exclusive of the lock box accounts referred to the Business in Section 1.5(p)), checkbooks and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)canceled checks; (c) except as provided in Sections 1.5(s), all Intellectual Property Rights contracts with, and claims and rights against, Parent or any of Parent's Affiliates (other than the Business Intellectual Property Rightsas herein defined), including those included in the marks and names set forth in Section 2.03 accounts maintained by any of the Disclosure Schedule Subsidiaries in accordance with its customary practices, in which there are recorded or reflected the amounts owed by any business of Parent or any of its Affiliates to the Business or by the Business to any business of Parent or any of its Affiliates, attributable to intercompany transactions (the “Seller Trademarks and Tradenames”), "Intercompany Accounts") and including all royalties and/or any rights of any of the Subsidiaries against any other license payments under any Portfolio Cross-LicenseSubsidiaries; (d) all books, records, files rights in and papers, whether to claims (and in hard copy or computer format, prepared in connection with this Agreement each case benefits to the extent they arise therefrom) against third parties to the extent such claims are not primarily related to the Transferred Assets or the transactions contemplated hereby Permitted Liabilities, and rights in and to claims (other than confidentiality agreements with any Person relating and benefits to the Business, copies of which will be made available extent they arise therefrom) that relate to Buyer at the Closing Excluded Liabilities (it being understood that the portion of such copies not relating to the Business may be redactedas herein defined)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 insurance policies of any of the Disclosure ScheduleSubsidiaries and rights in connection therewith, other than rights arising with respect to claims (other than claims with respect to Excluded Liabilities) pending with respect to the Business as of the Closing Date; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyfrom prepaid expenses, if any, with respect to Excluded Assets; (g) all Purchased rights arising from any refunds due (including, without limitation, any retrospective premium adjustments) with respect to insurance premium payments to the extent they relate to insurance policies which constitute Excluded Assets sold or otherwise disposed and refunds due and unpaid from federal, state, foreign and/or local taxing authorities with respect to taxes heretofore paid by any of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andSubsidiaries; (h) deposits of any of the Subsidiaries with any federal, state, local or foreign tax authorities, including, without limitation, tax deposits, prepayments and estimated payments; (i) except as provided in Section 1.5(r) and 1.5(u) and notwithstanding Section 1.6(d) above, all rights of Seller’s indemnification, claims and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating causes of action which relate to the conduct of the Business arising on or prior to the Closing Date, including, without limitation, those against any person under any purchase or other agreement pursuant to which Parent or any of its Affiliates acquired any portion of the Business or those arising by operation of law or equity or otherwise, but excluding claims for repair or replacement of defective products against the suppliers thereof with respect to tangible assets of the Business; (j) Parent's rights under this Agreement; (k) the Subsidiaries' corporate charters, minute and stock record books, and corporate seals, tax returns and tax receipts (other than copies of relevant portions of tax returns and tax receipts relating to Assumed Taxes); (l) the agreements, if any, set forth on Schedule 1.6(l); (m) the assets, if any, described on Schedule 1.6(m); (n) all amounts due the Business from Eastman Kodak Company and its affiliates as o▇ ▇▇▇ ▇losing Date (collectively, the "Kodak Receivable Amount"); (o) all assets and properties of any of the Subsidiaries which are not used primarily in the conduct of the Business; and (p) other than the initials "DSI," all intellectual property rights and any associated goodwill of Parent or any Subsidiary related to the names or marks "Danka Services International," "Danka Services," "Danka Imaging Services," "Danka Office Imaging" and any other name or mark which consists of or uses the name "Dank▇," including, without limitation, any Internet domain name which contains the word "Danka".

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything to the contrary set forth herein, the Assets shall not include the following assets assets, properties and properties rights of Seller and the Retained Subsidiaries Sellers (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s ownership and other rights with respect to the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Seller Benefit Plans; (b) insurance policies relating any License that by its terms is not transferable to the Business and all claimsPurchaser, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)including those indicated on Schedule 4.24 as not being transferable; (c) all Intellectual Property Rights any receivables (other than i) from either Seller or any Affiliate of either Seller or (ii) relating to the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseJWWTP; (d) the charter documents of the Sellers and the minute books, stock ledgers, Tax Returns, books of account and other constituent records relating to the corporate or other organization of the Sellers; (e) the rights that accrue to the Sellers hereunder; (f) except as relating to the Deposits, any prepaid insurance, cash, cash equivalents or marketable securities and all rights to any bank accounts of the Sellers; (g) all trademarks, tradenames, service marks, service names and logos referencing the names of the Sellers or their Affiliates; (h) all assets, properties, goodwill and rights used in or associated with any business or operations of the Sellers other than the Business; (i) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or data to the transactions contemplated hereby (other than confidentiality agreements with any Person extent relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and Excluded Assets or the Retained SubsidiariesLiabilities (collectively, the “Retained Books and Records”); (ej) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by either Seller against any Person or Persons, including the property and assets described in Section 2.03 of Person or Persons that caused or is otherwise responsible for the Disclosure Scheduledamage to the BFG Dock Facilities existing prior to the Closing; (fk) all rights to claims for insurance (i) in respect of the damage to the BFG Dock Facilities existing prior to the Closing, (ii) in respect of damage caused by Hurricane ▇▇▇▇ or (iii) otherwise, except as provided for in Section 6.13; (l) any asset specifically identified on Schedule 2.3(l); (m) all assets and rights (including easement, lease-hold, access and other rights and interests) retained by the Sellers in any Commercial Agreement, the ▇▇▇▇ of Sale, the Assignment and Assumption Agreement or other deeds or conveyancing instruments; (n) all of the properties and assets that shall have been transferred or disposed of by either Seller or any Affiliate of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or either Seller prior to the Closing Datenot in violation of this Agreement; (o) the Excluded Software License Agreements, the Excluded Information Technology Hardware, and the Seller Proprietary Software; (p) the Seller Retained Easements; (q) all of the Sellers’ rights and any of their Affiliates’ rights under the Texaco Agreement; (r) the Excluded Computer Data and (s) all rights in respect of deferred Tax assets.

Excluded Assets. Buyer expressly understands and agrees that Anything in this Agreement to the contrary notwithstanding, the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall ), each to the extent existing on the Closing Date, are being retained by Seller and will not be excluded from included in the Purchased Assets: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and Inventory described in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash Schedule 2.2(a) (the “Transferred CashExcluded Inventory”)); (b) insurance policies relating to the Business Cash and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)Cash Equivalents; (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks prepaid federal income Tax deposits and names set forth in Section 2.03 any refunds or claims for refunds from any Taxing Authority associated with any Tax paid by Seller or any of the Disclosure Schedule (the “Seller Trademarks its Affiliates and Tradenames”), and including all royalties and/or other license payments under for any Portfolio CrossPre-LicenseTax Closing Period; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiariesdeferred tax assets; (e) all books and records of Seller relating to the property Excluded Assets or Retained Liabilities, including the corporate charter, related organizational documents and assets described in Section 2.03 minute books and Tax Returns of the Disclosure ScheduleSeller; (f) all rights of Seller pertaining to any causes of action, lawsuits, judgments, claims, demands, counterclaims, set-offs or defenses Seller may have with respect to the Retained Liabilities or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyExcluded Assets; (g) all Purchased Assets sold or otherwise disposed assets in possession of Seller but owned by third parties; (h) inter-company Accounts Receivable; (i) all personnel records related to the Seller Designated Employees; (j) the assets specifically identified on Schedule 2.2(i) hereto; (k) all rights with respect to the cause of action of the Company against ▇▇▇▇▇ ▇. ▇▇▇▇▇ filed in the ordinary course 15th Judicial District Court, Lafayette Parish, Louisiana, Docket Number 20033999J; (l) all local business or operating permits or licenses except to the extent same are assignable to Purchaser; (m) the rights of business during Seller under this Agreement and under any Ancillary Agreement to which it is a party and the period from the date hereof until the Closing Date in compliance with the terms hereofproceeds payable to Seller pursuant to this Agreement; (n) all Accounts Receivable relating to Torch Offshore, Inc.; and (ho) except with respect to Accounts Receivable, all assets of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Datelocated in Venice, Louisiana, including any insurance benefits related thereto.

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding the foregoing, the Purchased Assets shall not include any other assets, including, without limitation, the following assets and properties of Seller and the Retained Subsidiaries (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all accounts receivable and promissory notes due and owing to Sellers, including, but not limited, to those promissory notes set forth on Section 2.02(a) of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks Disclosure Schedules (except for such amountscollectively, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred CashAccounts Receivable”)), and all payments related to Work in Progress; (b) insurance policies relating to all rights of Seller under the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)Ancillary Documents; (c) all Intellectual Property Rights (refunds in respect of Taxes for Pre-Closing Tax Periods and other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-Licensedeferred Tax assets; (d) all books, records, files Cash and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with bank accounts of any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesSeller; (e) the all real property and assets described in Section 2.03 of the Disclosure Scheduleinterests including leased real property; (f) all rights Contracts of Seller or any of Sellers other than the Retained Subsidiaries arising under Assigned Contracts (the Transaction Documents or the transactions contemplated thereby“Excluded Contracts”); (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and[Intentionally Omitted] (h) all of Seller’s and the Retained Subsidiaries’ claims for Employee Benefit Plans (and rights related thereto); (i) all Permits of Sellers that are not assignable (with or without consent) (the “Excluded Permits”); (j) all office supplies, furniture, office equipment, and other items of tangible personal property located at Sellers’ offices, other than computers and technology related equipment utilized by Transferred Employees, and all leased tangible personal property (the “Excluded Personal Property”); (k) Sellers’ qualifications to receive Tax refunds conduct business as legal entities and their federal taxpayer identification numbers, seals, minute books, and other documents relating to the Business organization, maintenance, and existence of Sellers as legal entities; (l) all insurance policies of Sellers; (m) all books and records of the Seller pertaining to Tax matters; (n) all claims or rights arising on from or relating to the Excluded Assets or the Excluded Liabilities; (o) all Equity Interests of Sellers; (p) all rights to refunds for payments made prior to the Closing DateDate under the Purchased Assets and Assumed Liabilities.

Excluded Assets. Buyer expressly understands Notwithstanding the generality of Section 1.2, those assets, properties and agrees that the following assets and properties rights of Seller described below, together with any assets described on Schedule 1.2(n), shall be transferred to and retained by Seller or an Affiliate of Seller, as the Retained Subsidiaries case may be, on or prior to Closing (collectively, the “Excluded Assets”) and shall not be excluded from the Purchased AssetsAssets or assets of Buyer after Closing: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand Cash Equivalents, marketable securities and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))bank accounts excluding PAC Funds; (b) insurance policies all (i) claims, settlements, and rights to retroactive adjustments made under cost reports filed, or to be filed, by or with respect to Seller for services rendered up to and including the Closing Date whether open or closed, arising from or against any Government Program, Private Payor or any other third party payor, including the right to appeal any Government Program determinations relating to settlements and cost reports and any reserves relating thereto, whether open or closed, (ii) credits, offsets, carryforwards or refunds and claims and defenses with respect to Federal, State or local income taxes for periods prior to the Business Closing Date, and (iii) all accounts receivable owing from third Persons and all claimsintercompany receivables, creditsif any due from SunLink Health Systems, causes of action or rights thereunder Inc. (except for Buyer’s rights under Section 5.05“SunLink”) and/or its Affiliates (all such in clauses (i)-(iii), collectively, the “Retained Receivables”); (c) all Intellectual Property Rights the names “Parkside Health Services,” “Southern Health,” “Southern Health Corporation of Ellijay,” “SunLink,” “MedCare South,” “Envision, Envision Health Resources, Envision (USA), SunLink Health Systems Technology, SHST” or any iteration or variation of any thereof other than “Parkside” or “Parkside Ellijay,” and any other trade names, trademarks, service marks, and logos (or variations thereof) of Seller associated with such names” or any iteration or variation of any thereof, and the Business Intellectual Property RightsURL, and domain names of any website associated with such names (or variations thereof), including the marks and names set forth in Section 2.03 all of the Disclosure Schedule (foregoing individually and collectively the “Seller Trademarks and TradenamesExcluded Intellectual Property”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all booksdeposits for telephone, recordsinternet, files cable television, natural gas, electricity, water, sewer, and papers, whether in hard copy or computer format, prepared in connection with this Agreement or similar services (such services individually and collectively the transactions contemplated hereby (other than confidentiality agreements with any Person relating to “Utilities” and such deposits individually and collectively the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted“Utility Deposits”)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) all rents and other payments payable to Seller with respect to the property and assets described in Section 2.03 Real Property Lease or any other lease of any portion of the Disclosure ScheduleOwned Real Property, if any, relating to periods prior to the Closing Date; (f) all rights to, and defenses of, causes of action, lawsuits, judgments, claims and demands, of any nature available to or being pursued by or against the Seller existing on the Closing Date or arising from the Seller’s operations prior to the Closing Date whether or not booked and included as a receivable in Seller’s balance sheet and whether or not disclosed and all rights and defenses in respect of any of the Retained Subsidiaries arising under the Transaction Documents obligations or the transactions contemplated therebyliabilities not constituting Assumed Liabilities; (g) all Purchased Assets sold the Purchase Price and the rights that accrue to Seller or otherwise disposed any Affiliate of in the ordinary course Seller under this Agreement or under any Ancillary Agreements or under any assumed contract to which Seller or any Affiliate of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andSeller is a party described on Schedule 1.2(g) (an “Assumed Affiliate Contract”); (h) all rights to proceeds from property, liability, medical malpractice, workers compensation and other insurance policies relating to claims arising or relating to any period prior to Closing whether or not Seller has an obligation to indemnify Buyer pursuant to Section 11.2 or otherwise in respect of matters covered thereby; (i) Tax Returns (including all related schedules, records, files and other documents and all other records required by Applicable Law to be maintained to support such Tax Returns), and other Tax records of Seller; (j) any and all claims and defenses, of whatever nature relating to Taxes (including without limitation any interest or penalties and amounts due state unemployment authorities) or insurance arising during or relating to any period prior to Closing; (k) all insurance policies maintained by Seller, and the rights to receive payments thereunder including all unearned premiums and all rights relating to claims for Losses prior to Closing or related to any Excluded Assets; (l) the charter documents of the Seller, minute books, stock ledgers, tax identification numbers, books of account and other constituent records relating to the corporate organization of the Seller and Seller’s records relating to the Excluded Assets (as defined below), as well as any records which by law Seller is required to maintain in its possession; (m) all ownership and other rights in connection with and the assets of Seller’s or its Affiliates’ employee benefit plans, and contracts or agreements related thereto; (n) the Retained Subsidiaries’ claims for and rights tangible personal property described on Schedule 1.2(n); (o) any Permit or similar right issued to receive Tax refunds or which the Seller is the beneficiary of that by its terms or under Applicable Law is not transferable to Buyer, including those indicated on Schedule 1.2 (o) as not being transferable; (p) any contingent worker’s compensation receivables accruing or relating to any period prior to the Business arising on or Closing; (q) all cost reports filed prior to the Closing DateDate and all correspondence, work papers, and other documents relating to such cost reports and any review or settlement thereof; (r) all rights under Contracts that do not constitute Assumed Contracts; (s) all information, documents, and communications of Seller prepared in connection with or in contemplation of this Agreement and the Ancillary Agreements, including legal privileges (attorney-client and other) and all work product of its counsel prepared in connection with or in contemplation of this Agreement or any Ancillary Agreements to which the Seller or any Affiliate of Seller is a party; and (t) all Documents relating exclusively to an Excluded Asset.

Excluded Assets. Buyer expressly understands The following items which are related to the Assets are not intended by the parties to be a part of the sale and agrees that the following assets purchase contemplated hereunder and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be are excluded from the Purchased Assets:Assets (collectively, the "EXCLUDED ASSETS"): (i) all cash and cash equivalents and temporary investments; (a) all amounts payable or to become payable to Seller from third party payors in respect of Seller’s periods prior to the Cut-Off Point in respect of third party payor cost reports, including, without limitation, Medicare and Medi-Cal cost reports, filed or to be filed by Seller (the Retained Subsidiaries’ cash "COST REPORT RECEIVABLES"), (b) all accounts receivable from Medicare, MediCal and cash equivalents on hand CHAMPUS with respect to the Business arising from the rendering of services to inpatients and outpatients at the Hospital, billed and unbilled, recorded and unrecorded, accrued and existing in banks respect of services up to the effective date of Closing (except for such amountsaccounts receivable, if anyexcluding the Cost Report Receivables, are referred to herein as the parties may agree will be retained by "MEDICARE RECEIVABLES"), and (c) the Purchased Subsidiaries accounts receivable set forth on SCHEDULE 1.2(II) hereto, (such receivables referred to in clauses (a), (b) and not constitute Purchased Subsidiary Pre-Closing Cash (c) above, the “Transferred Cash”)"EXCLUDED RECEIVABLES"); (biii) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all Seller's corporate minute books, recordsminutes, files tax records and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating records of Seller required to the Business, copies be maintained by Seller as a matter of which will be made available to Buyer at the Closing law (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate patient medical records of Seller and the Retained SubsidiariesHospital are not intended to be excluded); (eiv) the property and assets described all Excluded Prepaid Expenses of Seller identified in Section 2.03 of the Disclosure ScheduleSCHEDULE 1.1(F) hereto; (fv) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise supplies, drugs, food and other disposables and consumables disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Date.Closing; (vi) the name "Paracelsus" and al▇ ▇▇▇▇▇▇▇▇ns thereof; (vii) all rights and privileges under contracts, agreements and leases not listed on SCHEDULES 1.1

Excluded Assets. Buyer expressly understands Notwithstanding the provisions of Sections 2.1 and agrees that 2.2 the Purchased Assets shall not include the following assets and properties of Seller and the Retained Subsidiaries (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s and the Retained Subsidiaries’ All cash and cash equivalents on hand deposits and in banks accounts receivable (except for such amountsother than the Patient Charges), if any, as the parties may agree will be retained by the Purchased Subsidiaries including insurance receivables and not constitute Purchased Subsidiary Prepre-paid Expenses related to pre-Closing Cash (periods, of the “Transferred Cash”))Sellers or the Business; (b) insurance policies relating to All agreements, Contracts and understandings of the Business Sellers (including equipment leases and all claimsunderlying equipment) other than the Assumed Contracts (collectively, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05the “Excluded Contracts”); (c) All employee benefit plans, programs or arrangements and all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 Contracts of insurance of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseSellers; (d) all booksAll of the Sellers’ Software and any web sites, records, files including the URL addresses and papers, whether related domain names (except as set forth in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redactedSection 2.2(j)) and all minute books and corporate records of Seller and the Retained Subsidiaries); (e) All corporate minute books and the property and assets described in Section 2.03 respective corporate seals of the Disclosure ScheduleSellers; (f) all rights of Seller All assets primarily used in or any related to the ownership or operation of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyExcluded Businesses; (g) All Real Estate Leases, Worksite Agreements, and other assets, including inventory, primarily used in or related to the ownership or operation of the (i) Operate Location Pharmacies designated as Excluded Operate Location Pharmacies pursuant to Section 7.16 and (ii) Worksite Pharmacies designated as Excluded Worksite Pharmacies pursuant to Section 7.16; (h) Except to the extent set forth in Section 2.2, all Purchased Assets sold or otherwise disposed of Intellectual Property owned by the Sellers; (i) The Excluded Inventory (as defined in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereofExhibit C); and (hj) all All refunds or credits of Seller’s and any Tax for which the Retained Subsidiaries’ claims for and rights Sellers are liable or to receive Tax refunds relating which the Sellers are entitled pursuant to the Business arising on or prior to the Closing DateSection 7.12.

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything to the contrary in this Agreement, the following assets of Sellers shall be retained by Sellers and properties of Seller and the Retained Subsidiaries are not being sold or assigned to any Purchaser hereunder (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all cash, cash equivalents, financial contracts, investment securities and other financial assets; (b) the Owned Real Property of Seller’s each Seller (the “Excluded Owned Real Property”), set forth on Schedule 2.2(b), together with all improvements thereon, including without limitation any and all greenhouses, shade houses and other improvements related to the Retained Subsidiaries’ cash Business whether or not affixed thereto and cash equivalents all water or riparian rights related thereto; (c) the real property leases of each Seller set forth on hand and in banks Schedule 2.2(c) (except for such amountsthe “Excluded Facility Leases”) (d) the equipment leases of each Seller set forth on Schedule 2.2(d) (the “Excluded Equipment Leases”); (e) all Contracts of each Seller set forth on Schedule 2.2(e) (the “Excluded Contracts”), including all Collective Bargaining Agreements unless specifically listed as an Assumed Contract; (f) other than the Assumed Employee Benefit Plans, if any, as all Employee Benefit Plans of each Seller, including the parties may agree will be retained by Employee Benefit Plans set forth on Schedule 2.2(f) and, for avoidance of doubt, including the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash Pension Plans (the “Transferred CashExcluded Employee Benefit Plans”); (g) originals of any Seller’s minute books and stock books; Subsidiary; (h) the Equity Securities or other ownership interest of Sellers or any (i) all assets, rights, pre-payments, deposits and refunds under any Excluded Employee Benefit Plan; (j) to the extent only related to the Excluded Assets, all insurance policies of Sellers and all credits, refunds and proceeds thereunder; (k) all Acquired Flood Insurance Proceeds Amount payable under Sellers’ insurance policies (and Sellers’ rights and causes of action against such insurer) in connection with Sellers’ claim for coverage of the Colorado Facility, arising out of the Flood Event; provided, however, that “Excluded Assets” shall not include any right, title or interest in any loans, grants, or any similar assistance provided by any federal, state, local or municipal governmental agency or charitable organization related to such flood event or otherwise); (l) any and all rights of Sellers under this Agreement; (m) any litigation claims or causes of action held by any Seller against any other Seller, any past or current shareholder of a Seller, any past or current member of management of a Seller; (n) except as provided in Section 2.1(a) or 2.1(g), all rights, claims, and causes of action of any Seller of any kind, including such rights, claims, and causes of action against third parties (other than customers of the Business relating to the Acquired Assets or the operation of the Business arising out of transactions occurring prior to the Closing Date), including all Specified Commercial Claims, and against federal, state, and local taxing authorities for all Tax refunds and all Tax-loss carryforward benefits and other benefits, rights, and claims of Seller arising in connection with or otherwise relating to Taxes relating to the Business for any period or partial period prior to the Closing; (o) all Avoidance Actions of Sellers (other than those against the customers listed on Schedule 2.2(o)); (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05); (cp) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereofVegetable Receivables; and (hq) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising other assets listed on or prior to the Closing DateSchedule 2.2(p).

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything contained in Section 1.1 hereof to the contrary, the Assets do not include any of the following assets and properties of Seller and (herein referred to collectively as the Retained Subsidiaries (the “"Excluded Assets”) shall be excluded from the Purchased Assets:"): (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand equivalents, such as certificates of deposit, treasury bills and in banks (except for such amountssimilar types of investments, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))marketable securities; (b) insurance policies all parts or portions of the books and records solely to the extent relating to or used in the Business business of Seller and all claims, credits, causes of action not relating to or rights thereunder (except for Buyer’s rights under Section 5.05)used in the Business; (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights)insurance policies maintained by Seller and all rights of action, including the marks lawsuits, claims and names set forth in Section 2.03 demands, rights of the Disclosure Schedule (the “Seller Trademarks recovery and Tradenames”)set-off, and including all royalties and/or other license payments proceeds, under any Portfolio Crossor with respect to such insurance policies, except to the extent the coverage thereof remains available after the Closing for pre- or post-LicenseClosing claims relating to the Business, the Assets or the Assumed Liabilities; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby inter-company accounts (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)including corporate-level accounts) and all minute books and corporate records of notes receivable from Seller and the Retained Subsidiariesits Affiliates excluded pursuant to 1.1(b) above; (e) the property name and assets described in Section 2.03 of ▇▇▇▇ "Adaptive Broadband" and any name or ▇▇▇▇ to the Disclosure Scheduleextent derived from or including the foregoing, including without limitation, all logos, corporate symbols or logos incorporating "Adaptive Broadband," and the name and ▇▇▇▇ "California Microwave" and any name or ▇▇▇▇ to the extent derived from or including the foregoing, including without limitation, all logos, corporate symbols or logos incorporating "California Microwave" (the "Excluded Intellectual Property"); (f) all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller solely to the extent arising out of or based on the Excluded Assets or Excluded Liabilities except to the extent resulting in or relating to any loss, damage, claim, liability, obligation or expense to Buyer or the Business or giving rise to any lien upon any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyAssets; (g) all Purchased Assets sold rights, title and interest of Seller in and to prepaid accrued franchise and income taxes of the Business and any claims for any refund, credit, rebate or otherwise disposed abatement with respect to accrued franchise and income taxes of in the ordinary course of business during the Business for any period from the date hereof until or portion thereof through the Closing Date in compliance Date, and any interest payable with the terms hereof; andrespect thereto; (h) all of Seller’s and accounts receivable due from DFAS for the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to TSSR product; and (i) the Business arising assets listed on or prior to the Closing DateSchedule 1.2.

Excluded Assets. The Acquired Assets are the only properties, assets, rights and claims transferred to Buyer expressly understands under this Agreement. Notwithstanding anything to the contrary in this Agreement, the Acquired Assets do not include the properties, assets, rights and agrees that the following assets claims of Sellers listed or described in this Section 1.2 (all properties, assets, rights and properties of Seller and the Retained Subsidiaries (claims not being acquired by Buyer are herein referred to as the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s and the Retained SubsidiariesSellers’ cash and cash equivalents on hand equivalents, checks in transit and undeposited checks, other than those items included in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)Section 1.1(o); (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s Sellers’ rights under (i) the Contracts listed on Schedule 1.2(b)(i) of the Disclosure Schedule (as amended from time to time in accordance with Section 5.057.7); (ii) Real Estate Leases not listed on Schedule 1.1(b) of the Disclosure Schedule; and (iii) all leases for personal property which is located on the properties referred to in (ii) above and listed on Schedule 1.2(b)(iii) (the “Excluded Contracts”); (c) except as provided in Article 9, all Intellectual Property Rights (assets of Employee Benefit Plans and all other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-Licenseassets to be retained by Sellers pursuant to Article 9; (d) except as provided in Section 1.1(k), all booksrights to Claims, recordsrefunds or adjustments with respect to Excluded Assets, files and papers, whether in hard copy all rights to insurance proceeds or computer format, prepared in connection with this Agreement or other insurance recoveries to the transactions contemplated hereby (other than confidentiality agreements with any Person extent relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesExcluded Liabilities; (e) any asset of any Seller that would constitute an Acquired Asset (if owned by such Seller on the property and assets described in Section 2.03 of the Disclosure Schedule; (fClosing Date) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold that is conveyed or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date either (i) in compliance the Ordinary Course of Business of such Seller in accordance with Section 6.2 hereof or (ii) as otherwise expressly permitted by the terms of this Agreement; (f) any asset of any Seller that would constitute an Acquired Asset (if owned by such Seller on the Closing Date) that was or will be transferred to Cable and Wireless plc (or any of its Affiliates other than the Sellers) under the terms of the Separation Agreement or the Apollo Agreement, all in accordance with the terms hereof; andPlc Transition Services Agreement; (hg) all of Seller’s and the Retained Subsidiaries’ claims for losses, loss carry forwards and rights to receive Tax refunds relating or credits with respect to the Business arising any and all Taxes of any Seller incurred or accrued on or prior to the Closing Date, including interest receivable with respect thereto; (h) except as provided in Section 1.1(k) and Section 1.1(s), any and all rights, demands, claims, credits, allowances, rebates, causes of action, known or unknown, pending or threatened (including all causes of action arising under sections 510, 544 through 551 and 553 of the Bankruptcy Code or under similar state Laws including fraudulent conveyance claims, and all other causes of action of a trustee and debtor-in-possession under the Bankruptcy Code) or rights of set-off (collectively, “Claims”), of any Seller or any Affiliate of any Seller (other than against Buyer), including but not limited to Claims arising out of or relating in any way to the Chapter 11 Cases or any of the transactions contemplated thereby or entered into as a consequence thereof, including any claims (as defined in section 101(5) of the Bankruptcy Code) filed, scheduled or otherwise arising in the Chapter 11 Cases; (i) all shares of capital stock or other equity interests of all Sellers and all Affiliates of Sellers; (j) all rights of Sellers in, to and under the Separation Agreement and the Apollo Agreement; (k) all rights of Sellers arising under this Agreement and under any other agreement between Sellers and Buyer entered into in connection with this Agreement; (l) all rights in the Cable & Wireless brand name and any derivatives (including without limitation, the use of “cw,” “cable-and-wireless,” “cable and wireless,” “cablewireless,” “candw,” “cable-wireless,” “cwa,” or any other similar variation) thereof no matter how used, whether as a corporate name, domain name or otherwise, other than as provided in the Plc Transition Services Agreement; (m) all corporate seals, minute books, charter documents, corporate stock record books, original tax and financial records and such other files, books and records to the extent they relate to any of the Excluded Assets or Excluded Liabilities or to the organization, existence or capitalization of any Seller or of any Affiliate of any Seller; (n) all of Sellers’ rights to recovery of cash collateral given to obtain letters of credit and rights to recover amounts drawn or paid on letters of credit as set forth on Schedule 1.2(n); (o) all accounts receivable and other amounts due to any Seller from any Affiliate of such Seller and all rights and Claims of any Seller against any other Seller or any other Affiliate of such Seller, including all claims of any Seller against Cable and Wireless plc; (p) except (1) as otherwise provided in the Plc Transition Services Agreement, and (2) with respect to the Real Estate Leases that are the subject of the guarantees and letters of credit addressed in Section 14.7, all rights under any Supplier Contract that is the subject of any guarantee or other credit support by Cable and Wireless plc (or any of its Affiliates other than Sellers) or to which Cable and Wireless plc (or any of its Affiliates other than Sellers) is a party and in each case for which such credit support has not been released or such entity has not been released as a party, as applicable, or for which alternative arrangements, satisfactory to Cable and Wireless plc in its sole discretion, have not been made; and (q) any assets set forth on Schedule 1.2(q) of the Disclosure Schedule as it may be amended from time to time in accordance with Section 7.7.

Excluded Assets. Buyer expressly understands and agrees that Those assets of the following Seller Entities described below, together with any assets and properties of described in Schedule 1.2 hereto, shall be retained by the Seller and the Retained Subsidiaries Entities (collectively, the “Excluded Assets”) and shall not be excluded from the Purchased Assetsconveyed to Buyer: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash, cash equivalents on hand and in banks marketable securities (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)▇▇▇▇▇ cash); (b) insurance policies relating board-designated, restricted and trustee-held or escrowed funds (such as funded depreciation, debt service reserves, working capital trust assets, and assets and investments restricted as to the Business use) and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)accrued earnings thereon; (c) all Intellectual Property Rights amounts payable to the Seller Entities in respect of third party payors pursuant to retrospective settlements including, without limitation, pursuant to Medicare, Medicaid and CHAMPUS/TRICARE cost reports filed or to be filed by the Seller Entities for periods prior to the Effective Time, retrospective payment of claims that are the subject of Centers for Medicare and Medicaid Services (other than the Business Intellectual Property Rights“CMS”) Recovery Audit Contractor appeals, all payments associated with any Medicare accountable care organizations (“ACOs”), including clinically integrated networks (“CINs”), or the marks and names set forth in Section 2.03 of the Disclosure Schedule Medicare Comprehensive Care for Joint Replacement Model (the “Seller Trademarks and TradenamesCJR”), and all payments for periods prior to the Effective Time related to all Medicaid programs, including, but not limited to, the Upper Payment Limit (UPL) program, Access, General Fund Appropriation for Rural Hospitals, Disproportionate Share (DSH), and the Distribution Pool (collectively, the “Medicaid Supplemental Programs”), and all appeals and appeal rights of the Seller Entities relating to such settlements, including all royalties and/or other license payments under any Portfolio Cross-License;cost report settlements, for periods prior to the Effective Time; 3 (d) all books, Seller Entity records relating to (i) litigation files and records, files cost report records relating to periods of time prior to the Effective Time (as defined in Section 2.1), Tax Returns (as defined in Section 3.15) and papers, whether in hard copy or computer format, prepared minute books; and (ii) the Excluded Assets and Excluded Liabilities to the extent that Buyer does not need the same in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating operation of the Facilities, as well as all records which by law the Seller Entities are required to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiariesmaintain in their possession; (e) prepaid insurance, prepaid assets dedicated to the property and assets described Seller Entities’ Benefit Plans (as defined in Section 2.03 of the Disclosure Schedule3.12) and any reserves or prepaid expenses related to Excluded Assets and Excluded Liabilities (such as prepaid legal expenses); (f) all rights accounts receivable arising from the rendering of Seller services to patients at the Facilities, billed and unbilled, recorded or any unrecorded, with collection agencies or otherwise, accrued and existing in respect of services rendered prior to the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyEffective Time; (g) any and all Purchased Assets sold names, symbols, trademarks, or otherwise disposed of logos that include the names “CHS,” “Community Health Systems” or any variants thereof or any other names which are proprietary to Seller or its Affiliates, including, without limitation, those listed in Schedule 1.2 (the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and“Excluded Marks”); (h) any computer software and programs which are proprietary to Seller or its Affiliates; (i) receivables from or obligations with Seller or its Affiliates; (j) the Seller Entities’ insurance proceeds arising from pre-Effective Time incidents and the Seller Entities’ assets held in connection with any self-funded insurance programs and reserves, if any; (k) any claims of the Seller Entities against third parties, to the extent that such claims relate to the operation of the Facilities or the Assets prior to the Effective Time or to the Excluded Assets or Excluded Liabilities; (l) all of Seller’s or any Affiliate’s proprietary manuals, marketing materials, policy and procedure manuals, standard operating procedures and marketing brochures, data and studies or analyses; (m) all Benefit Plans and rights in connection with and the Retained Subsidiariesassets of the Benefit Plans and any other benefit plan, program, or arrangement that is sponsored, maintained, contributed to or required to be contributed to by the Seller Entities’ claims for and rights to receive Tax refunds or any of their Affiliates; (n) all assets solely relating to home health or hospice operations; (o) all national or regional contracts of Seller or any Affiliate which are made available to any of the Business arising on Facilities only by virtue of the Facilities being an Affiliate of Seller; (p) the electronic funds transfer accounts of the Facilities; (q) all rights of the Seller Entities in any contracts, commitments, leases and agreements which are not included in the Contracts (the “Excluded Contracts”); (r) any claims against third party payors relating to underpayments or violation of prompt pay statutes with respect to periods prior to the Closing DateEffective Time; (s) all policies of any insurance issued to or held by any of the Seller Entities or under which any of the Seller Entities is an insured; and (t) any and all federal tax identification numbers (“TIN”) and employer identification numbers (“EIN”) of any of the Seller Entities.

Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) There shall be excluded from the Purchased Assets to be transferred to Buyer hereunder the following assets of Seller and affiliates of Seller (the "Excluded Assets:"): (ai) all Cash, cash equivalents and securities of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (bii) insurance policies Books and records which may be necessary for Seller to retain for the purposes of any statute, rule, regulation or ordinance or for tax returns or for other tax purposes, and the original stock ledger and minute books of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sales relating to the Business meetings of stockholders and all claimsdirectors, creditscopies of which may be obtained from Seller on request, causes of action or rights thereunder (except for at Buyer’s rights under Section 5.05)'s expense; (ciii) All claims for, rights to, and payments of, Tax credits, abatements and refunds of previously paid Taxes, and all Intellectual Property Rights other Tax benefits of Seller, relating to federal, state, local or foreign income, franchise, sales, use, payroll, withholding and similar Taxes and charges; (other than iv) All insurance contracts (including life insurance policies on the Business Intellectual Property Rights)lives of past or present management) and rights of Seller thereunder, including premium refunds and settlements relating thereto; (v) All rights in and to the marks assets of any Employee Benefit Plan; (vi) Seller's prepaid corporate charge allocation for insurance and names benefits and other expenses; (vii) Those Assumed Contracts for which a required Contract Consent (as hereinafter defined) has not been obtained; provided, however, that this clause (vii) shall not affect the condition to Buyer's obligation to close set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License7.1; (dviii) all booksLeases for real property in New York, recordsNew York; Monroe, files Connecticut; Bentonville, Arkansas; and papersShelton, whether in hard copy Connecticut; (ix) All of Seller's claims and causes of action relating to or computer format, prepared arising out of or in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Gift Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (ex) the property and assets described in Section 2.03 of the Disclosure ScheduleAccounts receivable from intercompany accounts; (fxi) all rights The telephone switch and related equipment located on the sixth floor of Seller or any ▇▇▇▇▇▇'▇ Nashville, Tennessee property known as "BNA;" (xii) Leases for leased vehicles not used by active employees of the Retained Subsidiaries arising under Gift Business as of the Transaction Documents or the transactions contemplated therebyClosing Date; (gxiii) all Purchased Assets sold or otherwise disposed All shares of in the ordinary course capital stock of business during the period from the date hereof until the Closing Date in compliance with the terms hereofeach of Seller's Subsidiaries; and (hxiv) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising Those additional assets, including contracts, identified on or prior to the Closing DateSchedule 2.1(b) hereto.

Excluded Assets. Buyer expressly understands and agrees that all of the following assets and properties of Seller and the Retained Subsidiaries, other than the Purchased Assets, the Purchased Subsidiaries and the Shares, shall remain the property of Seller or such Retained Subsidiaries (collectively, the “Excluded Assets”) ), which shall be excluded from include the Purchased Assetsfollowing: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks immediately prior to the Effective Time (except for such amounts, if any, as any cash or cash equivalents taken into account in the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-calculation of Closing Cash (the “Transferred Cash”)); (b) all bank accounts; (c) all insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)thereunder; (cd) all Intellectual Property Rights (other than the Business Intellectual Property RightsAssigned IP Assets), including the marks and names Intellectual Property Rights set forth in Section 2.03 on ‎Section 2.03‎(d) of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseSchedules; (de) all Software (other than the Assigned Software); (f) all IT Assets (other than the Assigned IT Assets); (g) all books, records, files and papers, whether in hard copy or computer electronic format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Businesshereby, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (fh) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (gi) any Existing Litigation Right; (j) all Purchased Assets assets sold or otherwise disposed of in the ordinary course (without limiting Buyer’s rights for any breach of business ‎Section 5.01 of this Agreement) during the period from the date hereof until the Closing Date Effective Time; (k) all assets of the Business Benefit Plans (other than the Purchased Subsidiary Benefit Plans); (l) the personnel records (including all human resources and other records) of Seller or a Retained Subsidiary relating to employees of Seller or such Retained Subsidiary other than in compliance with relation to the terms hereofTransferred Employees as contemplated by ‎Section 2.02(o); (m) all Contracts, agreements or binding obligations to which Seller is party, including all of the Master Supply Agreements listed in ‎‎Section 2.03(m) of the Disclosure Schedule; (n) all Tax Assets, as well as any rights to Tax refunds or credits in respect of Tax overpayments; and (ho) all the other property and assets described in ‎‎Section 2.03(o) of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing DateDisclosure Schedule.

Excluded Assets. Buyer expressly understands and agrees that The Acquired Assets shall not include the following assets and properties of each Seller and (collectively, the Retained Subsidiaries (the “Excluded Assets”) "EXCLUDED ASSETS"), which such Seller shall be excluded from the Purchased Assetsspecifically retain: (a) all All corporate minute book, stock records and corporate seal of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (b) insurance policies relating to the Business All cash, checks, and other marketable securities, all utility deposits and all claims, credits, causes negotiable instruments of action or rights thereunder (except for Buyer’s rights under Section 5.05)Seller; (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks The accounts and names set forth in Section 2.03 of the Disclosure notes receivable listed on Schedule 1.3(c) (the “Seller Trademarks and Tradenames”"TURNBACK ACCOUNTS"), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person All of Seller's rights relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiariesany insurance policy or insurance contract maintained by Seller; (e) the property and assets described All Employee Plans (as defined in Section 2.03 of the Disclosure Schedule3.12); (f) all rights of Seller or any of The sublease between IPI and Intranet Solutions, Inc. dated June 29, 2000 respecting the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyPremises; (g) all Purchased Assets sold All tangible assets relating to the company-owned Insty-Print store(s) owned by Seller (the "CORPORATE STORES") and the rights of Sellers under that certain Purchase Agreement dated October 5, 2001 by Insty and ▇▇▇ ▇▇▇▇▇▇▇▇; (h) All furnishings, building improvements, phone system, furniture, and general office equipment, except for the items listed on Schedule 1.2(e); (i) All employment agreements; (j) Any claims for dividends or other distributions, in cash, property, securities or otherwise disposed in respect of in the ordinary course capital stock of business during the period from the date hereof until the Closing Date in compliance with the terms hereofSellers; (k) Any claims (including benefits arising therefrom) which are related solely to liabilities of Sellers which are not Assumed Liabilities or which are related solely to Excluded Assets; (l) Sellers' rights under this Agreement and any documents required to be delivered pursuant hereto; (m) Income tax returns and other original income tax records of Sellers and all claims for refunds; and (hn) all All of Seller’s and the Retained Subsidiaries’ claims for and rights IPI's assets relating solely to receive Tax refunds relating to the Business arising on or prior to the Closing Dateits Change of Mind Learning Centers, Inc. franchise business.

Excluded Assets. Buyer expressly understands and agrees that The following items are excluded from the following assets and properties of Seller and the Retained Subsidiaries Assets (the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s and the Retained Subsidiaries’ cash Cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))of Seller or its Affiliates; (b) The insurance policies pertaining to the assets and claims of Seller of every nature and description under or arising out of such insurance policies, including any refundable premiums relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)such policies; (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights)Items sold, including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”)transferred, disposed of, used or consumed, and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all bookscontracts terminated, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating prior to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during pursuant to the limitations of Section 8.3 or with Buyer’s consent; (d) Contracts (other than Applicable Contracts) that relate to the procurement of materials, products, or services by Seller that are related to the operation of the Facility or to the operation of other facilities of Seller and contracts (other than Applicable Contracts) that relate to the sale of products, materials, or services by Seller from or at the Facility; (e) Except as otherwise provided herein, all accounts receivable and payable of Seller or its Affiliates existing on and attributable to any period from the date hereof until prior to the Closing Date with respect to the Assets (including, without limitation, those arising under sales agreements or resulting from litigation or the settlement of disputes) and any right to refunds of sums paid by or on behalf of Seller or its Affiliates prior to the Closing; (f) All rights to technology, software and other intellectual property not dedicated solely to the operation and maintenance of the Facility and all rights to technology, software and other intellectual property that are not individually licensed for the Facility or that cannot be transferred to Buyer including the proprietary technical information described in compliance with Section 8.8 of this Agreement and including the terms hereof; andtechnology and software ownership or license rights that are described in Schedule 5 attached to this Agreement; (g) Certain computer and telecommunications equipment and hardware (including personal computer, satellite and microwave communication systems) presently located in, on, or at the Facility, as more particularly set forth as excluded items in Schedule 5 attached to this Agreement; (h) all Any property (including hydrocarbons) owned by employees of Seller, third parties, or contractors located in, on, or at the Facility; (i) Any right to use the “ChevronTexaco,” “Chevron,” “Texaco,” or “Unocal” names, logos, hallmarks, trademarks, service marks, trade names, color schemes or other designs and insignia, trademarks, service marks or other company identity of Seller or its Affiliates (“Seller’s/Affiliates’ Insignia”); (j) Any and all records that are subject to the attorney-client privilege, work product immunity or other privileges or immunities against disclosure enjoyed by any Seller or its representatives, and records pertaining to (i) Seller’s marketing or strategic research and planning, (ii) Seller’s employees except as provided in Section 5.1(f), or (iii) Excluded Assets or Retained Liabilities; (k) The items specifically excluded from the transaction as listed on Schedule 5 attached to this Agreement; (l) The property constituting the Seller Retained Subsidiaries’ claims for and rights to receive Tax refunds Option Property; (m) The property constituting the Seller Retained Wetlands Property; (n) Any fuel credits relating to sulfur content in gasoline, winter oxygenate and anti-dumping programs, and any carbon credits, recognized under existing or future law with respect to emission levels or reductions in emission levels at or from the Business arising Assets, the Seller Retained Option Property or the Seller Retained Wetland Property with respect to periods on or prior to the Closing Date.; (o) All claims of Seller against third parties (excluding Buyer and Seller and their respective Affiliates) arising out of Liabilities, including Environmental Liabilities, and other present or future claims by Seller, but excluding any such claims that relate to Assumed Liabilities, or that relate either to the ownership or operation of the Assets with respect to time periods on or prior to the Closing Date or to the ownership or operation of any portion of the Seller Retained Option Property or Seller Retained Wetlands Property with respect to time periods on or prior to the date of conveyance to the Buyer of any such portion, or to performance of Seller’s obligations under this Agreement after the Closing Date. Notwithstanding the foregoing, effective as of Closing, Seller hereby assigns to Buyer, without recourse or warranty, and without any requirement of payment by Buyer, the portion of any present or future claims Seller may have against third parties (excluding Seller and its Affiliates) to the extent such claims relate to the ownership or operation of the Assets with respect to time periods on or prior to the Closing Date or to the ownership or operation of any portion of the Seller Retained Option Property or Seller Retained Wetlands Property with respect to time periods on or prior to the date of conveyance to the Buyer of any such portion, to the extent Buyer has indemnified Seller and its Affiliates under this Agreement with respect to Liabilities relating to such ownership or operation; and

Excluded Assets. Buyer expressly understands Notwithstanding the foregoing, the Oil and agrees that Gas Assets shall not include, and there is excepted, reserved and excluded from the transaction contemplated hereby, the following assets and properties of Seller and the Retained Subsidiaries (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Purchase Price delivered to Sellers pursuant to this Agreement; (b) insurance policies relating to all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit, bank accounts and other bank deposits as of the Business Closing Date, in each case, excluding the Suspense Funds, and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05any item described in Schedule 2.2(b); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights)trade credits, including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”)accounts receivable, note receivables, take or pay amounts receivable, and including all royalties and/or other license payments under receivables attributable to the Oil and Gas Assets with respect to any Portfolio Cross-License;period of time prior to the Effective Time; Table of Contents (d) all books, records, files and papers, whether in hard copy Hydrocarbons produced from or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating attributable to the BusinessProperties prior to the Effective Time, copies including marketable Hydrocarbons produced from or attributable to the Properties in storage tanks as of which will be made available to Buyer the Effective Time, and Hydrocarbons past a custody transfer point at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) Effective Time, and all minute books and corporate records of Seller and the Retained Subsidiariesproceeds attributable thereto; (e) the property and assets described in Section 2.03 any shares of the Disclosure Schedulecapital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (f) all rights minute books, stock ledgers, corporate seals and stock certificates of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebySellers; (g) all Purchased Assets sold or otherwise disposed (i) corporate, financial, Tax and legal records of in any Seller that relates to such Seller’s business generally (excepting the ordinary course of business during same to the period from extent relating to the date hereof until Assumed Liabilities and the Closing Date in compliance with the terms hereof; andOil and Gas Assets) and (ii) books, records and files that relate to any Excluded Assets; (h) all Excluded Leases and all Excluded Mineral Interests; (i) all Excluded Contracts; (j) all Excluded Surface Interests; (k) all rights to any refunds of Taxes (or other related costs or expenses) that are borne by or the responsibility of any Seller or attributable to any Tax asset of any Seller’s ; (l) any refunds due to any Seller by a third party for any overpayment of rentals, royalties, excess royalty interests or production payments attributable to the Oil and Gas Assets with respect to any period of time prior to the Retained Subsidiaries’ claims for Effective Time; (m) subject to Section 8.9(b), all insurance policies and rights to receive Tax refunds relating proceeds thereof; (n) all Permits and pending applications therefor to the Business extent related to any other Excluded Asset or the Excluded Liabilities; (o) all prepayments, good faith and other bid deposits submitted by any third party under the terms of the Bidding Procedures Order; (p) all claims, refunds, abatements, variances, allocations, causes of action, claims for relief, choses in action, rights of recovery, rights of set-off, rights of indemnity, contribution or recoupment, counter-claims, cross-claims and defenses of any Seller other than those constituting Oil and Gas Assets; (q) all rights, claims or causes of action by or in the right of a Seller against any current or former director or officer of a Seller; (r) the Avoidance Actions; (s) all claims and causes of action of any Seller (i) arising on from acts, omissions, or events, or damage to or destruction of property occurring prior to the Closing Date.Effective Time, or (ii) affecting any of the other Excluded Assets;

Excluded Assets. Buyer expressly understands Purchaser acknowledges and agrees that it is not acquiring any right, title or interest in, to or under any of the following assets and properties of Seller and the Retained Subsidiaries (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s Cash and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Equivalents; (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)Accounts Receivable; (c) all Intellectual Property Rights rights to receive royalties from Novartis under the terms of the Amended and Restated PDT Product Development, Manufacturing and Distribution Agreement and QLTI dated October 16, 2009 (other than the Business Intellectual Property Rights“Novartis License Agreement”), including any Third Party Royalties (as defined in the marks Novartis License Agreement) for (i) each calendar quarter ending on or before the Closing Date regardless of whether the royalty payable with respect to such quarter has been determined or invoiced and names set forth (ii) any portion of a calendar quarter that includes the Closing Date, the amount of which royalty payable in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), that quarter up to and including all royalties and/or other license payments under any Portfolio Cross-Licensethe Closing Date to be determined by multiplying the total royalty payable for such quarter by a fraction, the numerator of which is the number of days in such quarter ending on the Closing Date and the denominator of which is total number of days of such quarter; (d) all bookslosses, recordsloss carryforwards or rights to receive refunds, files and papers, whether in hard copy credits or computer format, prepared in connection loss carryforwards with this Agreement respect to any Taxes of Sellers or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiariestheir Affiliates; (e) the property (i) all Books and assets Records other than those described in Section 2.03 of the Disclosure Schedule2.1(g) and (ii) any personnel records; (f) all current and prior insurance policies and all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebynature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (g) all Purchased Assets sold or otherwise disposed of Seller Names (subject to the license set forth in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andSection 7.6); (h) all real estate owned or leased by Sellers or any of Seller’s their Affiliates; (i) all fixtures and furniture whatsoever; (j) all equipment other than that described under Section 2.1(f); (k) all assets not expressly included in the Retained Subsidiaries’ Purchased Assets; (l) all Contracts set forth in Section 2.2(l) of the Sellers Disclosure Letter (the “Excluded Contracts”); (m) the pre-market approval listed in Section 2.2(m) of the Sellers (the “Excluded Registration”); provided, however, Sellers shall, or shall cause one or more of their Affiliates to, at any time after Sellers have filed the supplemental pre-market approval for the Laser, upon the reasonable request of Purchaser, promptly convey, assign, transfer and deliver to Purchaser the Excluded Registration to the extent and in the manner permitted by applicable Law, in which case the Excluded Registration shall be a Purchased Asset hereunder; and (n) all rights, claims for and rights or credits of Sellers or any of their Affiliates to receive Tax refunds the extent relating to any of the Business arising on foregoing Excluded Assets or prior any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Sellers or any of their Affiliates to the Closing Dateextent relating to any of the foregoing Excluded Assets or any Retained Liability.

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding the foregoing, the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be are expressly excluded from the Purchased purchase and sale contemplated hereby (the "Excluded Assets") and, as such, are not included in the assets to be conveyed hereby: (ai) all of Seller’s 's and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Preits post-Closing Cash (the “Transferred Cash”)); (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s Affiliates' rights under Section 5.05); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights)or pursuant to this Agreement, including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared agreement entered into in connection with this Agreement or the transactions contemplated hereby or thereby; (ii) Seller's and its post-Closing Affiliates' general ledger, accounting records, minute books, statutory books and corporate seal, provided that Purchaser shall be given copies of the general ledger and accounting records as such documents exist as of the Closing Date to the extent such documents relate to the Business; (iii) any right to receive mail and other communications addressed to Seller or any of its post-Closing Affiliates, other than confidentiality agreements with any Person mail and other communications relating to the BusinessDivision Assets or the Assumed Liabilities; (iv) all contracts, copies agreements, arrangements and other assets listed on Schedule 1.1(b)(iv) attached hereto; (v) all intercompany receivables (short and long term), intercompany investments or other intercompany assets of any kind or nature; (vi) all accounts receivable (short and long term) and the related specifically identified dollar amount of allowances for doubtful accounts set forth on Schedule 1.1(b)(vi) attached hereto, which will include all such amounts related to Birmingham Steel, Microfibres, Inc., Agrilink (including amounts owed to Mellon Bank), Eskimo Pie Corporation, Cherrydale Farms, Foxboro Company (Invensys)/Ken's Foods, Foxboro Company/Alto Dairy, Shamrock Foods Company, Sugar Creek Packaging Company, Gulf States Steel, Inc., ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇ Brands International, Inc. and Westin; (vii) any cash and cash equivalents; (viii) any interests in any real estate, whether leased or subleased located at (A) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Chicago, Illinois, (B) Mississauga, Ontario, (C) Malvern, Pennsylvania (which will be made available to Buyer at the Closing subject of the Sublease Agreement), (it being understood that D) Nuremberg, Germany, (E) Alpharetta, Georgia (which will be the portion subject of such copies not relating to the Business may Second Sublease Agreement) or (F) ▇▇▇▇▇▇-in-▇▇▇▇▇, United Kingdom (which will be redactedthe subject of the Third Sublease Agreement)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (eix) the property and assets described in Section 2.03 any of the Disclosure Schedule; (f) all rights capital stock of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyits Affiliates; (gx) except as set forth on Schedule 1.1(a)(xiv) attached hereto, any assets of any kind or nature of Systems & Computer Technology GmbH; (xi) except for any assets or services to be made available under this Agreement or any other agreement entered into in connection with this Agreement, any corporate or intercompany services or benefits provided by Seller or any of its post-Closing Affiliates to the Division, including legal, real property, tax, human resources and information systems; (xii) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until insurance and condemnation proceeds received after the Closing Date in compliance under policies of insurance maintained by Seller or any of its Affiliates with the terms hereof; and (h) all respect to damage, non-conformance of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating or loss to the Business arising on or Division Assets incurred prior to the Closing Date.; (xiii) all rights and claims to refunds or credits of Taxes paid or payable by Seller or any post-Closing Affiliate;

Excluded Assets. Buyer expressly understands and agrees that the The following assets and properties of Seller and the Retained Subsidiaries Sellers (collectively, the “Excluded Assets”) shall be are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased AssetsAcquired Assets and shall remain the property of Sellers after the Closing: (a) all All tangible and intangible assets located at facilities of Seller’s and MTI Silicones in Richmond, Virginia, of MTI Leewood Germany in Bremen, Germany, respectively, on December 31, 2008 primarily relating to [*] (iii) the Retained Subsidiaries’ cash and cash equivalents on hand and business conducted by MTI Silicones primarily at its facilities in banks Milton, Florida (except for such amountsother than the [*]), if any, internally referred to as the parties may agree will Mold-Ex Division or ▇▇▇▇▇▇ Division, (iv) Sterne SARL, (v) the portion of the Leewood Business conducted by MTI Leewood Sweden (which shall be retained by subject to the Purchased Subsidiaries Transition Services Agreement), and not constitute Purchased Subsidiary Pre-Closing Cash (vi) those specific businesses and assets of Sellers which are listed or specifically described on Schedule 2.02 (a) hereto (collectively, the “Transferred CashRetained Business”));. _________________________ (b) insurance policies Any contract rights relating to (i) employees of, or consultants to, Sellers who are not being hired by or offered employment with Buyer as of the Business Closing, and all claims, credits, causes (ii) any customers and suppliers of action or rights thereunder (except for Buyer’s rights under Section 5.05);Sellers exclusively with respect to the Retained Business. (c) all Intellectual Property Rights (All books, records, files, catalogues, contracts, customer lists, prospect lists, dealer and distributor lists, lists of open customer purchase orders and sales leads, sales literature, sales records, engineering data, product design, drawings and information, operating records, certain research results and test records and other than miscellaneous documentation that exclusively pertain to the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License;Retained Business. (d) all All minute books, records, files records and papers, whether seals. (e) All personnel records and other records that Sellers are required by Law to retain in hard copy their respective possession (provided that accurate and complete copies are given or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating or prior to the Business may be redactedClosing, to the extent that they relate to personnel continuing their employment with Buyer after the Closing)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule;. (f) all rights All Claims for refund of Seller Taxes and other governmental charges of whatever nature for which Sellers would otherwise be entitled to under this Agreement, prorated to reflect the portion attributed to pre-Closing or post-Closing business activity. Sellers agree to provide Buyer with reasonable cooperation in connection with any audit or assessment of the Retained Subsidiaries arising under the Transaction Documents Taxes, interest or the transactions contemplated thereby;other charges with respect to any period prior to Closing.. (g) all Purchased Assets sold or otherwise disposed All rights of in Sellers under this Agreement and the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andOperative Documents. (h) all All agreements regarding the purchase and sale of, or governing the rights of, the capital stock of Seller’s Sellers. (i) All Accounts Receivable (other than Net Leewood Receivables), intercompany receivables for loans and the Retained Subsidiaries’ claims other financial arrangements, prepaid items, deposits and capitalized development costs for and rights to receive Tax refunds relating future recovery, except to the Business arising on or prior extent they relate to the Closing DateAssumed Liabilities. (j) Any interest in real property owned or leased by Sellers and not included in the Acquired Assets.

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything contained in Section 2.1 hereof to the contrary, the Transferred Assets do not include any of the following assets and properties of Seller and (herein referred to collectively as the Retained Subsidiaries (the “"Excluded Assets”) shall be excluded from the Purchased Assets:"): (a) except to the extent expressly set forth in the Transaction Documents, the names and marks "American Architectural Products Corporation" and "AAPC" and any name or mark derived from or including the foregoing, including all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash corporat▇ ▇▇mbols or logos incorporating "American Architectural Products Corporation" or "AAPC" (the “Transferred Cash”)"Excluded Intellectual Property"); (b) insurance policies relating to the Business rights in intellectual property, intangible property rights, license agreements and all claims, credits, causes software licenses not within the definition of action or rights thereunder (except for Buyer’s rights under Section 5.05)Transferred Intellectual Property; (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights)collateral associated with any bonds, including the marks letters of credit and names set forth similar arrangements provided by Seller that run in Section 2.03 favor of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-Licensethird parties; (d) all books, records, files intercompany receivables and papers, whether in hard copy payables arising between or computer format, prepared in connection with this Agreement or among the transactions contemplated hereby (other than confidentiality agreements with any Person relating Businesses and the balance of AAPC's business from the conduct of the Businesses prior to the BusinessClosing Date (including without limitation any prepaid assets associated with AAPC's property, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redactedgeneral liability and automobile insurance policies)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) all books and records relating to or used in the property business of Seller and assets described in Section 2.03 of not (i) located at the Disclosure ScheduleTransferred Facilities or (ii) specific to the Businesses; (f) all Policies, maintained by Seller, and all rights of Seller action, lawsuits, claims and demands, rights of recovery and set-off, and proceeds, under or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebywith respect to such insurance policies; (g) all Purchased Assets sold or otherwise disposed rights to causes of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andaction, lawsuits, claims and demands listed on Schedule 2.2(g); (h) all right, title and interest of Seller’s Seller in and the Retained Subsidiaries’ to and any claims for and rights any refund, credit, rebate or abatement with respect to receive Tax refunds relating to Taxes of the Business arising on Businesses for any period or portion thereof prior to the Closing Date, but only to the extent such corresponding tax liability is not assumed by Buyer; (i) all assets relating to Benefit Plans; (j) all claims against third parties for Losses suffered in connection with Excluded Assets and Excluded Liabilities; (k) all cash and cash equivalents and similar type investments specific to the Businesses, such as certificates of deposit, treasury bills and other marketable securities; (l) all accounts receivable of the Businesses, including, but not limited to, billed retention payments for completed contracts; (m) the services available to Seller that are not specific to the Businesses as conducted prior to the Closing Date; (n) except to the extent transferable and specific to the Transferred Assets, permits related to the conduct of the Businesses; (o) all contracts and leases rejected pursuant to Section 365 of the Bankruptcy Code by Seller prior to the Closing Date; (p) any properties, assets, contracts and right of Seller not constituting a part of the Transferred Assets. For the avoidance of doubt, and in those instances where certain categories of Transferred Assets are expressly described as those being specific either to the Businesses or to any other assets otherwise transferred hereby, or as otherwise specified, the term "Excluded Assets" shall include properties, assets, contracts and rights of the Businesses which are not primarily used in the Businesses. Notwithstanding the foregoing, it is the intention of the parties that Buyer is buying and shall have the benefit of all assets currently used and necessary to operate the Businesses.

Excluded Assets. Buyer expressly understands and agrees The parties agree that the following assets only --------------- tangible and properties intangible property owned by the Company and not being sold to Purchasers are accounts receivable created prior to May 1, 1997, the cash on hand of Seller the Company generated prior to May 1, 1997, the corporate records of the Company other than the records set forth in Section 1.5(q) above, and the Retained Subsidiaries other assets listed on Schedule 1.6 (the “"Excluded Assets”) shall be excluded from ")." 1.5 Section 1.7 of the Purchased AssetsAgreement is hereby amended as follows: (a) all Clause (iii) of Seller’s Section 1.7 is hereby amended and restated in its entirety to read as follows: "the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 accounts payable of the Disclosure Schedule (the “Seller Trademarks Company on and Tradenames”)after May 1, and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of 1997 which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of were incurred in the ordinary course of business during as historically operated;" (b) The following new clause (vii) is hereby added to Section 1.7: "and (vii) accrued expenses, accrued interest and accrued unpaid vacation accrued on or after May 1, 1997 which were incurred in the period from ordinary course of business as historically operated" 1.6 Section 1.8 of the Agreement is hereby amended by adding the following new clause (j) thereto: "and (j) expenses, accounts payable, interest and unpaid salary and/or vacation accrued after May 1, 1997 and before the effective date of the management agreement to be entered into between the Company and EESI NY not incurred in the ordinary course of business." 1.7 Section 1.9 of the Agreement is hereby amended as follows: (a) Subsection 1.9(b) is hereby deleted therefrom and the phrase "Intentionally Omitted" is substituted therefor. (b) Subsections 1.9(c), (d) and (e) of the Agreement are hereby amended by deleting the phrase, "April 30, 1997" therefrom and substituting the phrase therefor "July 31, 1997 which date shall be extended by the Purchasers until five years after the date hereof until on which the Closing Date in compliance with closing under the terms hereof; andLeone Agreement occurs if Sections 6.8 and 6.9 have not been satisfied by, or if the transactions contemplated by this Agreement have not been approved by the New York City Trade Waste Commission, by July 31, 1997". (hc) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Date.The following new subsection (g) is added thereto: "

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, other than the Acquired Assets subject to Section 1.1(a), Buyer expressly understands and agrees that it is not purchasing or acquiring, and Seller is not selling or assigning, any other assets or properties of Seller, and all such other assets and properties shall be excluded from the Acquired Assets (each, an “Excluded Asset” and collectively, the “Excluded Assets”). Excluded Assets include, without limitation, the following assets and properties of Seller: (i) all Seller Contracts that are not Transferred Contracts (collectively, the “Excluded Seller Contracts”), including, without limitation, that certain Master Equipment Lease Agreement, dated May 19, 2017, between Convergent Media Systems Corporation and Huntington Technology Financing, Inc. (the “Huntington Lease”) and that certain Agreement of Lease, dated January 26, 2019, between Marcolva N.V. Ltd. and Seller (the “Office Lease”); (ii) all Accounts Receivable and all other accounts or notes receivable of Seller (other than the Transferred Accounts Receivable); (iii) all cash and cash equivalents and bank accounts of Seller; (iv) all prepaid expenses, credits, advance payments, security deposits, sums and fees with respect to the Excluded Seller Contracts, including, without limitation, the Huntington Lease, the Office Lease, and the Retained Subsidiaries Contract related to B▇▇▇▇▇▇.▇▇▇; (v) all securities, including, without limitation, securities of Buyer, held by or for the benefit of Seller; (vi) the Excluded Seller Books and Records; (vii) the Excluded Tangible Personal Property; (viii) the Seller Intellectual Property identified on Schedule 1.1(b)(viii) and Seller’s rights to damages for the infringement thereof (the “Excluded AssetsSeller Intellectual Property”) shall be excluded from the Purchased Assets: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (bix) all insurance policies relating of Seller and all rights to applicable claims and proceeds thereunder; (x) all benefit plans maintained, sponsored, contributed to, or required to be contributed to by Seller, or under which Seller has any liability for premiums or benefits, and trusts or other assets attributable thereto; (xi) all Tax assets (including duty and Tax refunds and prepayments) of Seller or any of its Affiliates; (xii) all rights (to the extent they are not primarily related to the Business and all claimsor the Acquired Assets) to any Action, creditsProceeding or claim of any nature available to or being pursued by Seller, causes whether arising by way of action counterclaim or rights thereunder otherwise (except for Buyer’s rights under Section 5.05including, without limitation, those relating to Excluded Assets or Excluded Liabilities); (cxiii) all Intellectual Property Rights (assets, properties and rights used by Seller in its businesses other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseBusiness; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (fxiv) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or Agreements to which Seller is a party; (xv) any attorney-client privilege of Seller relating to this Agreement, the Transaction Agreements and the transactions contemplated hereby and thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (hxvi) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising other assets identified on or prior to the Closing DateSchedule 1.1(b)(xvi).

Excluded Assets. Notwithstanding anything to the contrary set forth in this Agreement, the Seller is not selling and the Buyer expressly understands is not purchasing pursuant to this Agreement, and agrees that the term "Acquired Assets" shall not include, any of the following assets and properties of Seller and (collectively, the Retained Subsidiaries (the “"Excluded Assets”) shall be excluded from the Purchased Assets:"): (a) all any of the Seller’s 's right, title and interest under that certain lease of the Retained Subsidiaries’ cash and cash equivalents on hand and in banks office building located at ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (except for such amountsthe "Cambridge Office Building"), if anypresently occupied by the Seller (the "Existing Cambridge Office Lease"), as the parties may agree which Existing Cambridge Office Lease will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))terminated as provided in Section 5.5 hereof; (b) insurance policies relating the Seller's beneficial interests in those certain nightclubs located in Boston, Massachusetts and listed on Schedule 1.2(b) hereto; provided, that the Buyer is satisfied at Closing that such nightclubs will not compete in any material respect with the Buyer's efforts to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)attract performing artists; (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-Licensename "Blackstone"; (d) all books, records, files and papers, whether the name "▇▇▇ ▇▇▇ Company" following the termination of the Employment/Management Agreement (as defined in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redactedSection 5.1 hereof)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property land and assets improvements located in Mansfield, Massachusetts and more particularly described in Section 2.03 of and denoted on Schedule 1.2(e) hereto, which land and improvements have been designated for the Disclosure Scheduleso-called "Great Waves" water park facility (the "Water Park"); (f) all rights of any Permits (as defined in Section 6.11 hereof) not transferable by the Seller or any of to the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyBuyer; (g) any contracts or agreements designated on Schedule 6.16 hereto as not being material to the Business which the Seller is unable to transfer to the Buyer at Closing (the "Excluded Contracts"); (h) if elected by the Buyer pursuant to Section 5.9 hereof, the Seller's right, title and interest under that certain lease of the Harborlights facility located in Boston, Massachusetts (the "Harborlights Lease"), together with any and all Purchased Assets sold or otherwise disposed other assets of in the ordinary course of business during Seller utilized exclusively with respect to the period from Harborlights Lease (collectively, the date hereof until the Closing Date in compliance with the terms hereof"Harborlights Assets"); and (hi) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Datename "Great Waves."

Excluded Assets. Buyer expressly understands From and agrees that after the Closing Date, the Vendor Group shall retain all right, title and interest in and to, and there shall be excluded from the purchase and sale, conveyance, assignment, or transfer to the Purchaser Group hereunder, and the Assets shall exclude the following assets and properties of Seller and the Retained Subsidiaries (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) subject to Section 4.3(b), all refundable Taxes (or amounts credited against current cash Taxes otherwise due and payable in lieu of Seller’s a refund) and interest thereon refundable to the Retained Subsidiaries’ cash and cash equivalents Vendor Group or the Subsidiaries on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by account of the Purchased Subsidiaries and not constitute Purchased Subsidiary Business in respect of any Pre-Closing Cash Tax Period (the “Transferred CashVendor Refundable Taxes”)); (b) insurance policies the corporate seals, organizational documents, minute books or other records relating to the Business and all claims, credits, causes organization as a legal entity of action the Vendor Group or rights thereunder (except for Buyer’s rights under Section 5.05)any other Person other than the Subsidiaries; (c) all Intellectual Property Rights (outstanding equity interests in the Vendor Group, other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 equity interests of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseSubsidiaries; (d) all booksfinancial statements, records, files Tax returns and papers, whether in hard copy other Tax records and related information of the Vendor or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (any other Person other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and any fixed assets described in other than those set forth on Section 2.03 2.1(b) of the Disclosure ScheduleLetter; (f) all rights of Seller the Vendor Group in respect of any employment or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebycontractor agreement other than employment agreements made with Transferred Personnel; (g) other than as may be agreed in writing by the parties pursuant to the Transition Services Agreement, all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andemployee benefit plans and assets attributable thereto; (h) all of Seller’s Benefit Plans maintained by the Vendor Group and all rights thereunder; (i) all insurance policies owned and maintained by the Vendor Group and all rights thereunder; (j) the Retained Subsidiaries’ Business; (k) the Retained Software and all Retained Intellectual Property; (l) all contracts of the Vendor Group that are not Contracts, including the Specified Contracts; and (m) all claims for and rights to receive Tax refunds relating of the Vendor Group against third parties related to the Business arising on above assets, whether choate or prior to the Closing Dateinchoate, known, or unknown, contingent or non-contingent.

Excluded Assets. Buyer expressly understands The Assets shall not include, and agrees that Buyers shall not purchase from Sellers, any of the following assets and properties of Seller and following, as they exist on the Retained Subsidiaries Closing Date (collectively, the “"Excluded Assets”) shall be excluded from the Purchased Assets:"): (a) all of Seller’s and the Retained Subsidiaries’ cash and cash, cash equivalents on hand and (held in banks or money market accounts), accounts and notes receivable (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))other than barter receivables) of Sellers; (b) insurance policies relating to the Business and all claims, credits, causes bank accounts of action or rights thereunder (except for Buyer’s rights under Section 5.05)Sellers; (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-Licenseprepaid expenses relating to an Excluded Asset; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesLoan Agreement; (e) the property and assets described in Section 2.03 of the Disclosure Scheduleall government-issued securities held by Sellers; (f) subject to Section 11.9, all rights of Seller or Owned Interests, including, without limitation, (i) any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyinterest in 4 Kids Entertainment Inc. (formerly known as Leisure Concepts, Inc.) held by any Seller, and (ii) any interest in TK Venture, a California partnership, held by any Seller; (g) all Purchased Assets sold or otherwise disposed of rights in and to claims and litigation to the ordinary course of business during the period extent they arise from the date hereof until the Closing Date in compliance with the terms hereof; andother Excluded Assets; (h) all rights and claims of Seller’s Sellers (or their Affiliates) of whatever nature, contingent or otherwise, against third parties that relate solely to an Excluded Asset (collectively, the "Excluded Claims"), provided that an Excluded Claim that relates in any way to the Assets or the Business prior to Closing shall not be asserted against a third party without first consulting with the Buyers' Representative; (i) the articles of incorporation, limited liability company operating agreements, corporate seals, minute books, stock books and the Retained Subsidiaries’ claims for and rights to receive Tax refunds other corporate records relating to the corporate (or limited liability company) organization and capitalization of Sellers, provided that Sellers shall permit Buyers to inspect, copy or review such records for a period of five years after the Closing Date; (j) all claims, rights, and interests in and to any refunds for Taxes paid by Sellers for periods prior to the Closing Date; (k) subject to Section 11.7, all contracts of insurance and all rights thereunder; (l) any life insurance policies held by Sellers; (m) a four-acre undeveloped parcel of land in Vernon Hills, Illinois (the "Excluded Real Property"); (n) all rights and claims of Sellers (or their Affiliates) of whatever nature, contingent or otherwise, against any former shareholder of any Seller that arise with respect to any state of facts existing on or prior to the Closing Date and are unrelated to the Assets or the conduct of the Business after the Closing Date; (o) all letters of credit as to which a Seller is a beneficiary and which secure receivables arising from the shipment of Products on or prior to the Closing Date; (p) all Plans, together with all assets, trusts and other funding arrangements with respect thereto; and (q) any assets listed on Schedule 2.2 and any Excluded Contracts.

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets and properties of Seller and the Retained Subsidiaries Sellers (collectively, the “Excluded Assets”) shall be are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased AssetsAssets and shall remain the property of Sellers after the Closing: (a) all of Seller’s All real property owned by Sellers including the Land as specifically described in the Lease and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Option Agreement; (b) insurance policies relating to The bio-diesel assets including associated spare parts located on the Business land covered by the REP Property Lease and all claimson the Land, credits, causes as set forth on Section 2.2(b) of action or rights thereunder (except for Buyer’s rights under Section 5.05)the Disclosure Schedules; (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights)cash, including the marks cash equivalents and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Crossshort-Licenseterm investments; (d) all minute books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books stock Records and corporate records of Seller and the Retained Subsidiariesseals; (e) the property and assets described shares of capital stock or membership interests of Sellers held in Section 2.03 of the Disclosure Scheduletreasury; (f) all those rights of Seller or any relating to deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof listed in Section 2.2(f) of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyDisclosure Schedules; (g) all Purchased Assets sold insurance policies and rights thereunder (except to the extent specified in Section 2.1(g) and (h)), including but not limited to any insurance benefits covered pursuant to the Historical Insurance Policies or otherwise disposed ACE insurance policies covering the remediation of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with Land and Seller's other real property, subject to the terms hereofof this Agreement or the Lease and Option Agreement; (h) the Sellers’ Contracts listed in Section 2.2(h) of the Disclosure Schedules; (i) all personnel Records and other Records that Sellers are required by law to retain in their possession; (j) all claims for refund of Taxes and other governmental charges of whatever nature; (k) all rights in connection with and assets of the Employee Plans; (l) all rights of Sellers under this Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Lease and Option Agreement, and the Remediation Contract; (m) the assets located on Seller's adjacent parcel of land as more particularly described on Exhibit C to the Lease and Option Agreement; and (hn) all the property and assets expressly designated in Section 2.2(n) of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing DateDisclosure Schedules.

Excluded Assets. Buyer expressly understands All assets of Powertel, Sellers and agrees that the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) their respective Affiliates not set forth in Section 2.1 shall be excluded from the Purchased Assets and retained by Powertel, Sellers and their respective Affiliates, including, without limitation, the following (collectively, "Excluded Assets:"): (a) all equipment foundations used or occupied by Powertel or the Sellers; existing equipment cabinets, shelters and buildings used or occupied by Powertel or the Sellers; mounting platforms used or occupied by Powertel or the Sellers; wiring; coaxial cabling; conduits; microwave dishes and other transport related equipment and housings; cable; equipment generators; fuel tanks; electrical panels; the single power pole at each Tower Site that serves as the point of Seller’s demarcation between Powertel and/or Sellers and the Retained Subsidiaries’ cash utility service provider; the utility service entrance equipment (including conduits and cash equivalents on hand wiring) connecting such power pole to any of Powertel's and/or the Sellers' equipment; power protection and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries connection boxes; antennas and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))antenna connection boxes; communications and other radio equipment and amplifiers; waveguides and ice bridges; (b) insurance policies relating all of Powertel's, the Sellers' and their respective Affiliates' right, title and interest, whether now owned or hereafter acquired, in and to all equipment purchased with advances under the Amended and Restated Credit Agreement dated as of February 6, 1998 among Powertel PCS, Inc., as borrower, the banks and other financial institutions listed on the signature pages thereof as initial lenders, and GE Capital, as agent (the "Powertel PCS Credit Agreement"), in all of its forms, wherever located, now or hereafter existing, and all fixtures and all parts thereof and all accessions thereto and all proceeds thereof (including, without limitation, proceeds that constitute property of the types described in the foregoing) and, to the Business and extent not otherwise included, all claimspayments under insurance, creditsor any indemnity, causes warranty or guaranty, payable by reason of action loss or rights thereunder (except for Buyer’s rights under Section 5.05)damage to or otherwise with respect to any of the foregoing; (c) all Intellectual Property Rights (the rights that accrue or will accrue to Powertel and the Sellers under this Agreement or any of the other than the Business Intellectual Property Rights)Transaction Documents, including the marks consideration paid or to be paid to Powertel and names set forth in Section 2.03 of the Disclosure Schedule (Sellers hereunder and all accounts receivable, including rents and other amounts under the “Seller Trademarks and Tradenames”)Tower Leases, and including all royalties and/or other license payments under any Portfolio Cross-Licensewhich accrue or are prorated prior to the Closing Date; (d) all books, records, files and papers, whether in hard copy any claims or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating rights against third parties except to the Business, copies of which will be made available extent that such claims or rights relate to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries;Assumed Liabilities; and (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for assets, properties and rights related to receive Tax refunds relating to the Business arising on or prior to the Closing DateRejected Sites.

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything to the contrary contained in Section 1.1 or elsewhere in this Agreement, the following assets and properties of Seller and the Retained Subsidiaries items (collectively, the “Excluded Assets”) shall be are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets, and will remain the property of Seller after the Closing: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and all securities and short-term investments, and the maintenance deposit of Seller with MPT of Odessa Hospital, L.P. referenced under “Deposits” in banks (except for such amounts, if any, as the parties may agree will be retained by balance sheets of Seller included in the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Financial Statements; (b) insurance policies relating to any Seller Contracts other than the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)Assumed Seller Contracts; (c) all Intellectual Property Rights records relating to the Excluded Assets and Excluded Liabilities to the extent that Buyer does not need the same (other than as determined by Buyer) in connection with the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 ongoing activities of the Disclosure Schedule Facility, the Assets or the Assumed Liabilities, as well as all records which under applicable Legal Requirements Seller is required to maintain in its possession (the “Seller Trademarks and TradenamesExcluded Records”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all booksthe minute book, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books stock records and corporate records seal, as applicable, of Seller and the Retained SubsidiariesSeller; (e) all of Seller’s insurance policies and rights thereunder (except to the property extent specified in Sections 1.1(j) and assets described in Section 2.03 of the Disclosure Schedule(k)); (f) all rights claims for refund of Seller or any Taxes and other governmental charges of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebywhatever nature; (g) all Purchased Assets sold or otherwise disposed rights in connection with and assets of in any Employee Benefit Plans (other than the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andAssumed Benefit Plans); (h) all governmental provider numbers of Seller’s , including, but not limited to, Medicare and Medicaid provider numbers (the Retained Subsidiaries’ claims for and “Governmental Provider Numbers”); (i) the hospital license of Seller with the State of Texas; (j) any intercompany payables owing to Seller from Alliance Medical Group, Inc. (“AMG”); and (k) all rights to receive Tax refunds relating to of Seller in connection with the Business arising on or prior to the Closing Datetransactions contemplated hereby.

Excluded Assets. Buyer expressly understands All assets of Powertel, Sellers and agrees that the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) their --------------- respective Affiliates not set forth in Section 2.1 shall be excluded from the Purchased Assets and retained by Powertel, Sellers and their respective Affiliates, including, without limitation, the following (collectively, "Excluded Assets:"): --------------- (a1) all equipment foundations used or occupied by Powertel or the Sellers; existing equipment cabinets, shelters and buildings used or occupied by Powertel or the Sellers; mounting platforms used or occupied by Powertel or the Sellers; wiring; coaxial cabling; conduits; microwave dishes and other transport related equipment and housings; cable; equipment generators; fuel tanks; electrical panels; the single power pole at each Tower Site that serves as the point of demarcation between Powertel and/or Sellers and the utility service provider; the utility service entrance equipment (including conduits and wiring) connecting such power pole to any of Powertel's and/or the Sellers' equipment; power protection and connection boxes; antennas and antenna connection boxes; communications and other radio equipment and amplifiers; waveguides and ice bridges; (2) all of Seller’s Powertel's, the Sellers' and their respective Affiliates' right, title and interest, whether now owned or hereafter acquired, in and to all equipment purchased with advances under the Retained Subsidiaries’ cash Amended and cash equivalents on hand and in banks (except for such amountsRestated Credit Agreement dated as of February 6, if any1998 among Powertel PCS, Inc., as borrower, the parties may agree will be retained by banks and other financial institutions listed on the Purchased Subsidiaries signature pages thereof as initial lenders, and not constitute Purchased Subsidiary Pre-Closing Cash GE Capital, as agent (the “Transferred Cash”"Powertel PCS Credit ------------------- Agreement")), in all of its --------- forms, wherever located, now or hereafter existing, and all fixtures and all parts thereof and all accessions thereto and all proceeds thereof (including, without limitation, proceeds that constitute property of the types described in the foregoing) and, to the extent not otherwise included, all payments under insurance, or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing; (b3) insurance policies relating the rights that accrue or will accrue to Powertel and the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights Sellers under Section 5.05); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising other Transaction Documents, including the consideration paid or to be paid to Powertel and the Sellers hereunder and all accounts receivable, including rents and other amounts under the Transaction Documents Tower Leases, which accrue or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or are prorated prior to the Closing Date; (4) any claims or rights against third parties except to the extent that such claims or rights relate to Assumed Liabilities; and (5) all assets, properties and rights related to Rejected Sites.

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets and properties of Seller and the Retained Subsidiaries Sellers (collectively, the “Excluded Assets”) shall be are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased AssetsAcquired Assets and shall remain the property of Sellers after the Closing: (a) all of Seller’s cash, cash equivalents, and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Preshort-Closing Cash (the “Transferred Cash”))term investments; (b) insurance policies relating to all Accounts Receivable other than the Business International Accounts Receivable and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)the Acquired Domestic Accounts Receivable; (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks capital stock and Tradenames”), other equity interests of BDI and including all royalties and/or other license payments under BSI that are owned by BSML or any Portfolio Cross-LicenseSubsidiary of BSML; (d) all books, records, files and papers, whether in hard copy of the Contracts of Sellers listed or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiariesdescribed on Exhibit B; (e) all personnel Records and other Records that Sellers are required by law to retain in their possession, and all data and Records (in electronic and written form) exclusively relating to the property and assets described in Section 2.03 operation of the Disclosure ScheduleSpa Business or which are general, administrative and accounting records that relate to the overall business of BSML and not specifically to the Associated Center Business; (f) all rights claims for refund of Seller or any Taxes and other governmental charges of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebywhatever nature; (g) all Purchased Assets sold or otherwise disposed of Employee Plans and all rights in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andconnection therewith and assets thereof; (h) all rights of Seller’s Sellers under this Agreement and the Retained Subsidiaries’ claims Assumption Agreement; (i) the Tangible Personal Property and Inventory set forth on Exhibit B; (j) the rights and assets used by Sellers to manufacture and use the Magic Mirror product (including source code and object code for all proprietary Software, manufacturing contracts, manufacturing specifications, trademark licenses and rights tooling); (k) information for persons from (i) BSML’s email Respondent Non Buyer database and (ii) BSML’s direct mail Respondent Non Buyer database for the zip codes within a 25 mile radius around each existing BSML spa center; (l) Proprietary Rights consisting of shrink-wrap, readily available commercial software and software and programs listed on Exhibit B to receive Tax refunds relating to be retained by Sellers; and (m) the Business arising other property and assets expressly designated on or prior to the Closing Date.Exhibit B.

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything in Section 1.1 to the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be contrary, specifically excluded from the Purchased Assets:Acquired Assets are the following (collectively, the "EXCLUDED ASSETS"): (ai) all of Seller’s right, title, and interest in and to the Retained Subsidiaries’ mark INSILCO(R), all derivations thereof and all goodwill generated thereby or associated therewith; (ii) all cash and cash equivalents (including for this purpose all collected funds and items in the process of collection received in bank accounts associated with the Rolodex Business through 11:59 p.m., New York City time, on hand and in banks (the day prior to Closing Date), except for such amountsany cash or cash equivalents reflected as an asset on the Pre-Closing Statement of Net Investment and except for pett▇ ▇▇▇h, if any, as physically located at the parties may agree will be retained by the Purchased Subsidiaries Rolodex Business' facilities in Secaucus, New Jersey and Puerto Rico (and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”in bank accounts)), not to exceed $1,000 in either location; (biii) insurance policies relating all refunds (including by credit) with respect to Income Taxes or Tollgate Taxes (each as defined in Section 9.1) except to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names extent set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License9.3; (div) all any assets to the extent relating to any of the Excluded Assets or the Excluded Liabilities (as defined in Section 1.3), including, without limitation, any books, records, files or data (including all Income Tax returns and Tollgate Tax returns and related work papers), whether in hard copy or computer formatinsurance proceeds, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating Claim Rights and Communication Rights; PROVIDED, HOWEVER, that Seller shall furnish to Purchaser copies of such books and records to the Business, copies of which will be made available extent they relate to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesRolodex Liabilities or Acquired Assets; (ev) the property and assets described of the Insilco 401(k) Plan (as defined in Section 2.03 10.4) and the assets of the Disclosure ScheduleInsilco Pension Plan (as defined in Section 10.5); (fvi) all rights Insurance Policies of Seller other than rights under such Insurance Policies with respect to any Rolodex Liability or any casualty affecting any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyAcquired Assets; (gvii) all Purchased Assets sold any shares held by Seller or otherwise disposed of Rolodex PR in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereofInsilco's subsidiary, Signal Dominicana S.A.; and (hviii) all of Seller’s and any other assets set forth as Excluded Assets in the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing DateDisclosure Schedule.

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything to the contrary contained in Section 1.1 or elsewhere in this Agreement, the following assets of the Seller are not part of the sale and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of the Seller after the Closing (collectively, the "Excluded Assets:"): (a) all of Seller’s rights and authorities relating to the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Ethereum validator; (b) insurance policies all rights and authorities relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)Gnosis validator; (c) all Intellectual Property Rights (other than rights and authorities relating to the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicensePicasso validator; (d) all books, records, files rights and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person authorities relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesEigenlayer operator; (e) the credit agreements, bank agreements, promissory notes, guarantees, letters of credit, letters of guarantee, negotiable instruments, any lease of any property that would be required to be classified and assets described accounted for as a capital lease in Section 2.03 of the Disclosure Scheduleaccordance with generally accepted accounting principles and any mortgages and other security agreements that create an Encumbrance; (f) all claims for and rights to receive refund of Seller or taxes and other governmental charges relating to the Business for any of periods arising prior to the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyClosing Date; (g) all claims, actions, deposits, prepayments, refunds, causes of action, rights of recovery, rights of set off, and rights of recoupment of any kind or nature (including any such item relating to taxes) relating to the Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until arising prior to the Closing Date in compliance with or relating to the terms hereof; andExcluded Assets; (h) the Purchase Price and all other rights of Seller’s the Seller under this Agreement, any Transfer Document to which Seller is a party, and any other agreements entered into by the Retained Subsidiaries’ claims for and rights Seller pursuant to receive Tax refunds relating to this Agreement; (i) all contracts with any independent contractors or employees of the Business arising on or Seller prior to the Closing Date; (j) all cash and digital assets and/or tokens owned or held by the Seller, other than the ones held in the identity account located in the Public Key described in Section 1.1(a)(i)(A); (k) all bank accounts or similar accounts of the Seller; (l) all contracts that are not Assumed Contracts; (m) all books and records of the Seller, including, without limitation, tax returns relating to the Excluded Assets or Excluded Liabilities, the Seller's governing documents, minute books and company seals of the Seller, and any documentation contained within the Seller's systems that are not used solely in connection with the Business, other than the Business Records; (n) any of the Seller's employee and personnel records, files, papers, data and related information, including any correspondence related thereto, in whatever form; (o) any equity interests of the Seller; (p) all certificates for insurance, binders for insurance policies and insurance, and claims and rights thereunder and proceeds thereof; (q) all rights to receive mail, email and other communications relating to the Excluded Assets; (r) any attorney-client privilege and any documents or other information covered by attorney-client privilege, the attorney work product doctrine or other similar protection with respect to this Agreement, any Transfer Document, any other agreement entered into or delivered in connection with this Agreement, and the transactions and matters contemplated hereby and thereby; (s) all claims of the Seller against third parties relating to the Business or the Purchased Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non- contingent for any period prior to the Closing Date; (t) any right to, claim to, or interest in any and all airdrops relating to the Business of any and all digital assets distributed or claimable prior to the Closing Date; (u) any right to, claim to, or interest in the Paladin tokens and any and all airdrops relating thereto; (v) all hardware owned by the Seller other than the Purchased Hardware; and (w) any other right, property or asset of the Seller that is not a Purchased Asset.

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding the foregoing, the following assets are expressly excluded from the purchase and properties of Seller and the Retained Subsidiaries sale contemplated hereby (the “"Excluded Assets”") shall be excluded from and, as such, are not included in the Purchased Assets: (ai) all of Seller’s and the Retained Subsidiaries’ cash and on hand or in bank accounts, cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))securities; (bii) insurance policies relating Seller's rights under or pursuant to this Agreement; (iii) Seller's prepaid taxes and tax refunds; (iv) any benefits from or rights to receive Seller's deferred income taxes; (v) any treasury stock of Seller; (vi) Seller's general ledger, accounting records, Tax Returns, financial statements, corporate charter, minute books, stock book, and corporate seal; provided that Seller shall, upon reasonable request, give Buyer copies of any of the above documents as such documents exist as of the Closing Date to the extent they (A) relate primarily to the Business, or (B) relate to the Business and all claims, credits, causes of action or rights thereunder (except for are reasonably needed by Buyer’s rights under Section 5.05); (cvii) any right to receive mail and other communications addressed to Seller relating exclusively to the Excluded Assets or the Excluded Liabilities; (viii) all Intellectual Property Rights contracts, agreements and arrangements and all leases and subleases (A) which are listed on the Contracts Schedule or the Leases Schedule as retained by Seller or not assumed by Buyer, or (B) are not disclosed on the Contracts Schedule, other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseImmaterial Assumed Contracts; (dix) all booksany awards or mementos received by any employee of Seller, recordsand any personal office or furniture or fixtures, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or as described on the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Excluded Assets Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (hx) all of Seller’s other assets and those assets owned or held by Seller and not used primarily in the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to Business, including without limitation those described on the Business arising on or prior to the Closing DateExcluded Assets Schedule.

Excluded Assets. Buyer expressly understands The following property and agrees that the following assets and properties of Seller and the Retained Subsidiaries are excluded from sale to Buyer (the “"Excluded Assets”) shall "), however, any asset or property owned by Seller which is not listed below will not be excluded from deemed to have been included in the Purchased Assetsdefinition of Assets unless such asset or property is specifically referenced in Section 1.1 of this Agreement: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (b) insurance policies relating to the Business and all claims, credits, causes All accounts receivable of action or rights thereunder (except for Buyer’s rights under Section 5.05)Seller; (c) all Intellectual Property Rights (other than All escrow accounts for the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 benefit of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseSeller; (d) all books, records, files and papers, whether All stock in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesSeller's subsidiary 26 Railroad; (e) All hazardous and solid waste, precious metals and electrical relays inventory of Seller other than the property and assets described Inventory listed in Section 2.03 of the Disclosure ScheduleSCHEDULE 1.1(J); (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyAll software licenses; (g) All real property interests of Seller, whether owned or leased, and all Purchased Assets sold real property interests of any subsidiary of Seller or otherwise disposed entity related to Seller (the "Real Property"); (h) All tangible and intangible (including goodwill) assets of in Seller's Precious Metals Business; (i) The corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, general ledgers, tax returns, seals, minute books, stock transfer books and similar documents of Seller relating to the ordinary course organization, maintenance and existence of business during Seller as a corporation (provided that Buyer shall have access thereto to the period from extent reasonably necessary for the operation of the Business and the preparation of tax returns and financial statements of Buyer following the Closing Date); (j) The rights, obligations and liabilities of Seller under any agreements or documents not specifically set forth on SCHEDULE 1.1(F) (the "Non-Assumed Contacts"); and (k) Any of the rights of Seller under this Agreement or any other agreement between Seller and Buyer entered into on or after the date hereof until the Closing Date of this Agreement in compliance accordance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Date.

Excluded Assets. Buyer expressly understands Purchaser is purchasing only the Acquired Assets and agrees that the following is not purchasing any other assets and properties of Asset Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased Assets), including, without limitation: (a) all The certificate of formation, operating agreement, minute and membership record books and company seal of Asset Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (b) insurance policies relating to the Business All Cash and all claims, credits, causes of action Cash Equivalents in any bank account or rights thereunder (except for Buyer’s rights under Section 5.05)other accounts or locations; (c) all Intellectual Property Rights (other than the Business Intellectual Property RightsExcept as otherwise provided in Section 3.1(b), including all Contracts of Asset Seller, including, without limitation, the marks and names set forth in Section 2.03 Contracts of the Disclosure Asset Seller that are listed on Schedule 2.3(c) (the “Seller Trademarks and TradenamesExcluded Contracts”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files All accounts receivable and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating rights to future payments principally related to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesExcluded Contracts; (e) All Permits held by Asset Seller specifically relating to the property and assets described in Section 2.03 of the Disclosure ScheduleExcluded Contracts; (f) all rights All claims for refunds of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyTaxes and other governmental charges paid by Seller; (g) All of Asset Seller’s Employee Plans, except for the Take Care Health Insurance Plan (the “Assumed Benefit Plan”); (h) Any or all Purchased Assets sold claims relating to liabilities of Asset Seller which are not Assumed Liabilities; (i) Except as set forth in Section 2.2(h), all of Asset Seller’s rights, claims or otherwise disposed causes of in the ordinary course action against third parties; (j) All insurance policies of business during the period from the date hereof until the Closing Date in compliance with the terms hereofSellers and any unearned premiums, refunds, or amounts owed to Sellers thereunder; (k) All of Asset Seller’s tradenames, other than ▇▇▇▇▇▇▇ Continental Services and any other Intellectual Property related thereto; (l) Asset Seller’s goodwill; (m) The consideration paid to Sellers pursuant to this Agreement; and (hn) all of Seller’s All rights which accrue or will accrue to Sellers under this Agreement and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Dateany agreements executed in connection herewith.

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything herein to the contrary, the Purchased Assets shall not include any of the following assets assets, properties and properties rights of Seller and the Retained Subsidiaries (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all Cash, bank accounts, securities, or any other assets of Seller’s , except for assets associated with Country Stampede and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Country Stampede Intellectual Property; (b) insurance policies The logo, tradenames, trademarks, service marks, corporate names, and Internet domain names containing or consisting of the words JC Entertainment and not specifically relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)Country Stampede Intellectual Property; (c) all Intellectual Property Rights (All Contracts, leases, licenses and other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “agreements to which Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-Licenseis a party unless specifically assumed herein with regard to Purchased Assets; (d) all booksAll inventories, recordshardware, files supplies, work in process, and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies finished goods not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesPurchased Assets; (e) The financial records of Seller, except as expressly included herein pertaining to the property and assets described in Section 2.03 of the Disclosure SchedulePurchased Assets; (f) all rights All hardware, software, intellectual property, and other business property of Seller exclusively relating to JC Entertainment and not used exclusively in conjunction with the Purchased Assets, and any other property of Seller which is not utilized in connection with the Purchased Assets not specifically defined in Article 2, whether or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebynot such property is reflected on Seller’s books and records; (g) The organizational documents of the Seller, including the minute books, ownership ledgers, and other constituent records relating to the organization of the Seller; (h) The name, logo, and any tradenames, trademarks, service marks, corporate names, and Internet domain names of any and all other assets of C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or any entity in which C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ is a member/shareholder/owner, that are not exclusively related to the Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereofAssets; and (hi) all Personal property, mementos, gifts, or the like given to any owner, officer, employee, or agent of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds JC Entertainment relating to the Business arising Purchased Assets, or any artist who performed over the years. (j) Contracts not assigned to Buyer, which will be cancelled by Seller, as set forth on or prior to the Closing DateSchedule 8(c).

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything to the following contrary contained in this Agreement, all of the assets and properties of Seller and the Retained Subsidiaries other Asset Contributors other than the Contributed Assets (the “Excluded Assets”) shall be retained and shall not be conveyed hereunder. Without limiting the foregoing, the following assets shall be excluded from the Purchased Contributed Assets: (ai) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand or held by any bank or other third Person, other than cash and cash equivalents reflected on the Closing Date Balance Sheet or included in banks Closing Date Working Capital; (except for ii) all of the Asset Contributors’ right, title and interest in owned and leased real property and other interests in real property, including the Owned Real Property (subject to the terms of the Real Property Leases), and all such amountsright, if anytitle and interest under each real property lease pursuant to which any of the Asset Contributors leases, subleases (as the parties may agree will be retained sub-landlord or sub-tenant) or otherwise occupies any such leased real property, including all improvements, fixtures and appurtenances thereto and rights in respect thereof; (iii) all Intellectual Property owned by the Purchased Subsidiaries Asset Contributors other than the Transferred Trademarks, Transferred Domain Names and not constitute Purchased Subsidiary Pre-Closing Cash Transferred Patent Rights, including (A) all Trademarks and Domain Names to the extent such Trademarks and Domain Names incorporate the name “Transferred Cash”)West” or any variation thereof and (B) the Intellectual Property set forth in Schedule 2.2(b)(iii); (biv) except as set forth in Section 8.3, the Plans and other employee benefit plans, programs, arrangements and agreements (including any retirement benefit and post-retirement health benefit plans, programs, arrangements and agreements) sponsored or maintained by the Asset Contributors or their respective ERISA Affiliates, and any trusts and other assets related thereto; (v) all policies of or agreements for insurance policies and interests in insurance pools and programs; (vi) all causes of action (including counterclaims) and defenses against third parties relating to any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto; (vii) all books and records of the Seller Group other than those book and records included in the Contributed Assets; (viii) all records and reports prepared or received by Seller or any of its Affiliates to the extent in connection with the sale of the Business and the transactions contemplated hereby, including all analyses relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)Buyer so prepared or received; (cix) all Intellectual Property Rights (other than except for the Business Intellectual Property Rightsassets included pursuant to Section 2.2(a)(i), all assets not related exclusively to, or exclusively used in, the Business, including the marks and names set forth in those assets to be conveyed by a Company Group Member to another Affiliate of Seller pursuant to Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License7.4; (dx) all booksany Commingled Contracts, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redactedtreated in accordance with Section 8.12(a)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (hxi) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Dateassets set forth in Schedule 2.2(b)(xi).

Excluded Assets. Buyer expressly understands Notwithstanding anything in Section 2.1 to the contrary, the Seller shall retain all of its right, title and agrees that interest in, to and under all, and shall not Transfer or cause the Transfer to the Purchaser any, of the following assets and assets, rights or properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and equivalents, including any cash in banks (the cash acceptors at fuel dispensers, except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Change Fund; (b) insurance policies relating all accounts and notes receivable of the Business (including miscellaneous receivables) arising from products sold or services rendered by the Seller or Carolina Petroleum prior to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)First Closing Date; (c) all Intellectual Property Rights (other than Federal, state, local and foreign income tax deposits paid by the Seller, Carolina Petroleum, Seller’s Affiliates or Seller’s Designates in connection with the income or operations of the Business Intellectual Property Rights), including with respect to any period ending on or prior to the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseFirst Closing Date; (d) all booksassets of Seller, records, files and papers, whether in hard copy Seller’s Affiliates or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer Carolina Petroleum located at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and its corporate records of Seller and the Retained Subsidiariesoffices; (e) any assets not relating to the property and assets described in Section 2.03 of the Disclosure ScheduleBusiness; (f) all rights of Seller or any minute books and stock books of the Retained Subsidiaries arising under the Transaction Documents Seller, Seller’s Affiliates, Seller’s Designates or the transactions contemplated therebyCarolina Petroleum; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andany assets relating to any Employee Benefit Plan; (h) all rights, interests and claims under the North Carolina Commercial Leaking Petroleum Underground Storage Tank Cleanup Fund and the South Carolina SUPERB Account and SUPERB Financial Responsibility Fund (collectively or individually, the “Trust Fund”), or any other fund, program, or insurance policy relating to payment or reimbursement of costs, expenses or damages related to releases from underground storage tanks located on real property owned by Seller, Seller’s and Affiliates, Seller’s Designates or Carolina Petroleum that is not purchased or leased by Purchaser pursuant to this Agreement; (i) all claims, rights, choses-in-action of the Retained Subsidiaries’ claims Seller, Seller’s Affiliates, Seller’s Designates or Carolina Petroleum related to real property not purchased or leased by Purchaser pursuant to this Agreement with respect to or against any third-party who is or may be liable in whole or in part for and rights to receive Tax refunds relating to the Business any damages arising on out of petroleum product or hazardous substances contamination occurring prior to the Closing DateFirst Closing, for which Purchaser may be legally or contractually liable or which in any way may result in or cause or contribute to a claim for damages against Purchaser; (j) Licenses and computer hardware and software licenses which are not assignable or transferable; and (k) Life insurance policies and any cash value therein, including those policies on the lives of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇.

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything to the contrary in this Agreement, the following assets and properties of Seller and the Retained Subsidiaries (collectively, the “Excluded Assets”) shall be are excluded from the Purchased AssetsRefinery Assets and shall be retained by Sunoco and the Contributing Subsidiaries after the Closing: (a) all of Seller’s the Upstream Inventory and the Retained Subsidiaries’ cash Downstream Inventory, in each case subject to the terms and cash equivalents on hand conditions of the Intermediation Transaction pursuant to which such assets shall be sold to the Intermediary, and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary PreDownstream In-Closing Cash (the “Transferred Cash”))Transit Inventory; (b) insurance policies relating all rights and Claims to the Business and all claims, credits, causes of action any assets under any Benefit Plans or rights thereunder (except for Buyer’s rights under Section 5.05)any related trusts; (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks rights and names set forth in Section 2.03 Claims of Sunoco and any of the Disclosure Schedule (Contributing Subsidiaries under or pursuant to this Agreement and the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseRelated Agreements; (d) all booksrights and Claims that Sunoco or any of its Affiliates may have, recordsincluding indemnities, files and papers, whether in hard copy or computer format, prepared in connection against any other Person with this Agreement respect to any of the Refinery Assets or the transactions contemplated hereby (other than confidentiality agreements with any Person relating Refinery Business to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of extent Liability for such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesClaims is an Excluded Liability hereunder; (e) all Contracts set forth on Schedule 2.4(e) (collectively, and any other Contracts not to be assigned hereunder (other than by virtue of Section 2.8), “Excluded Contracts”), the property Crude Purchase Obligations, the Downstream In-Transit Sale Obligations, and assets described in Section 2.03 of any rights or claims with respect to an Excluded Contract, which Excluded Contracts shall not be transferred to the Disclosure ScheduleIntermediary; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebythose assets listed in Schedule 2.4(f); (g) all Purchased assets owned by SXL; (h) except with respect to the Transferred Owned Refinery IP and Refinery Contracts all assets (other than those items identified in Section 2.2(b) and the Excluded Contracts) (i) located anywhere other than the Refinery, or (ii) used or held for use in any business other than the Refinery Business, including any asset used or held for use in Sunoco’s retail and branded marketing business and its wholesale rack gasoline and distillate business, including (A) certificates of incorporation or organizational documents, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, stock certificates and other documents relating to the organization, maintenance and existence of such any Person as a corporation or any other entity; (B) Books and Records related to Taxes paid or payable by Sunoco or any other Contributing Subsidiary; (C) capital stock of any of Person; and (D) all insurance policies and binders and all Claims from insurance policies or binders due or to become due with respect to such policies or binders for events arising prior to the Closing; (i) any refund of Taxes imposed on or with respect to the Refinery Assets sold or otherwise disposed of the Refinery Business for any taxable period (or portion thereof) ending before the Closing; ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (j) all cash and accounts receivables and other current assets (other than inventory); (k) the Sunoco Name and ▇▇▇▇, subject to the Service ▇▇▇▇ Coordination Agreement, and other than the Marks included in Transferred Owned Refinery IP and assigned in the ordinary course of business during Intellectual Property Assignment; (l) all Intellectual Property (other than the period from Transferred Owned Refinery IP); (m) all computers and related equipment (other than the date hereof until Transferred Refinery Computer Systems); (n) all Software (other than the Closing Date in compliance with the terms hereofTransferred Refinery Software); (o) all Credit Support Arrangements; and (hp) all of Seller’s the employment, personnel and the Retained Subsidiaries’ claims for and rights to receive Tax refunds medical records relating to any of the Business arising on or prior to the Closing DateNon-Hired Employees.

Excluded Assets. Seller and Buyer expressly understands understand and agrees agree that Seller is not hereunder selling, assigning, transferring, conveying or delivering to Buyer any assets, properties, rights, contracts or claims other than the Assets, including without limitation any of the following assets and properties of Seller and (collectively, the Retained Subsidiaries (the “"Excluded Assets”) shall be excluded from the Purchased Assets:"): (a) all of Seller’s The real property and improvements located at One ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ 240 ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ and the Retained Subsidiaries’ cash personal property located at such locations (other than the StoreMaster Software and cash equivalents on hand the Books and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)Records described above); (b) insurance policies relating The accounts receivable of Seller and any related collateral interest, including Seller's interest in any percentage rent due from franchisees with respect to the Business and all claimsoperations prior to Closing, credits, causes of action or rights thereunder (except for Buyer’s 's rights under Section 5.05)7.15 hereof; (c) all Intellectual Property Rights (other than The properties, assets and rights of Seller primarily related to its convenience store business located outside the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicenseTerritory; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection All tax refunds with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating respect to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating Assets to the Business may be redacted)) and all minute books and corporate records of Seller and extent the Retained Subsidiariessame relate to periods prior to the Closing; (e) the property and assets described in Section 2.03 of the Disclosure ScheduleAll insurance proceeds payable to Seller; (f) all rights All minute books and other corporate records of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebySeller; (g) all Purchased Assets sold All reimbursements to which Seller is entitled under any state environmental fund; (h) All rights and payments due Seller under any Excluded Contracts (as defined below); (i) Any trademarks of Seller other than Buyer's rights to the Trademarks pursuant to the Trademark License (as defined below); (j) All properties, assets and rights related to convenience stores previously owned or otherwise disposed of in operated by the ordinary course of business during the period from Northeast Division and closed prior to the date hereof until the Closing Date but in compliance with the terms hereofno event including any properties, assets and rights related to any Location; and (hk) all of Seller’s All deposits and the Retained Subsidiaries’ claims prepaid expenses for and rights which Seller is not given credit pursuant to receive Tax refunds relating to the Business arising on or prior to the Closing DateSection 3.7 hereof.

Excluded Assets. Buyer expressly understands The following assets, properties and agrees that the following assets and properties businesses of Seller and the Retained Entities (the “Specified Excluded Assets”) and any other asset, property or business of Sapphire and/or any of its Subsidiaries that is not Related to the Businesses (collectively, the “Excluded Assets”) shall be excluded from the Purchased Transferred Assets: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))any owned real property; (b) insurance policies relating any Specified Excluded Real Property Lease and any Contract related to the Business leasing or subleasing of real property and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)other than the Transferred Real Property Leases and any subleases, licenses or occupancy agreements pertaining to such Transferred Real Property Leases; (c) the Excluded Shared Contracts and, unless otherwise addressed in the definition of Transferred Assets or this Section 2.03, all Intellectual Property Rights other Contracts that are not Purchased Contracts (including, for the avoidance of doubt, any Contracts in respect of the Business Policies to which Sapphire or its Subsidiaries (other than the Business Intellectual Property RightsTransferred Entities) are a party), including subject to, in the marks and names set forth in case of Specified Brokerage Contracts, the provisions of Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”5.20(c), and including all royalties and/or other license payments under any Portfolio Cross-License); (d) all bookscash, recordscash equivalents and marketable securities on hand or in banks, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and including the Retained SubsidiariesFiduciary Accounts (except for (i) Required Cash and (ii) any cash held in a Transferred Fiduciary Account); (e) all bank accounts, including the property Retained Fiduciary Accounts (and assets described in Section 2.03 excluding, for the avoidance of doubt, the Disclosure ScheduleTransferred Fiduciary Accounts); (f) all Intellectual Property Rights, other than (i) the Business Intellectual Property Rights, and (ii) any rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyto third-party Intellectual Property Rights licensed pursuant to Purchased Contracts; (g) to the extent used or held for use in the Retained Businesses as of the Principal Closing, all Purchased copies and tangible embodiments of any Business Intellectual Property Rights licensed for use by Sellers under the Intellectual Property License Agreement including any such copies or tangible embodiments that are comprised of Software, analytical and actuarial tools and models and other technology; (h) all Permits (excluding, for the avoidance of doubt, Permits held by a Transferred Entity); (i) all insurance policies issued to Sapphire and its Subsidiaries other than the Transferred Entities and, subject to Section 5.09, all rights, claims, credits or causes of action thereunder; (j) all refunds and credits, claims for refunds or credits and rights to receive refunds or credits of Taxes with respect to Taxes arising out of, relating to or in respect of the Transferred Assets sold and the Businesses for any Pre-Closing Tax Period; (k) all Business Records other than the Transferred Business Records, including all minute books, corporate records (such as stock registers) and Organizational Documents; (l) Business Data otherwise forming part of the Transferred Assets which exceeds the retention periods as are provided in the document retention policies and procedures of the Business and/or which does not relate to the Business Policyholders, including, but not limited to data of any Retained Entities or the Excluded Assets; (m) all Seller Employee Plans, all Assumed Employee Plans (but only to the extent not related to the Transferred Employees) and any other plan, scheme, program, policy, practice, agreement, arrangement or contract which any Seller or any of their respective Affiliates sponsors or maintains or with respect to which any Seller or any of their respective Affiliates contributes, is a party or has any liability (other than any Assumed Employee Plan), including all Contracts, insurance policies or other funding arrangements, relating to or arising from, and assets of, such arrangements; (n) all Specified Retained Renewal Rights and Specified Retained Renewal Goodwill; (o) all assets sold, transferred or otherwise disposed of in compliance with the ordinary course terms of business during the period Transaction Documents from the date hereof until the Closing Date Relevant Closing; (p) all rights of any of the Retained Entities expressly set forth in compliance the Transaction Documents; (q) the Put Options Assets unless and until the applicable Put Option is exercised and the parties have duly executed and delivered the applicable Transfer Agreement (at which time the Put Option Assets shall be Transferred Assets); (r) (i) Retained Fiduciary Accounts Receivables and (ii) any revenue that has not yet been received by Sapphire or its Affiliates in respect of each Specified Brokerage Contract for the period until such Specified Brokerage Contract (or replacement therefor) is assigned to Buyer in accordance with the terms hereofSection 5.20(c); and (hs) all of Seller’s those assets and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising properties listed on or prior to the Closing DateSchedule 2.03(s).

Excluded Assets. Buyer expressly understands Subject to the terms of this Agreement and agrees that the Trademark License Agreement, the Purchased Assets shall not include the following assets and properties of Seller and (collectively, the Retained Subsidiaries (the “"Excluded Assets”) shall be excluded from the Purchased Assets:"): (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))equivalent items; (b) insurance policies relating to the Business computer hardware, software, and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05other items identified on SCHEDULE 2.3(b); (c) all Intellectual Property Rights the following trademarks and tradenames: TRW, ▇▇▇▇▇, ▇▇▇▇▇▇-Hayes, ▇-▇, ▇▇▇▇▇▇ and any other trademark which (other than the Business Intellectual Property Rights1) is owned by ▇▇▇▇▇▇-▇▇▇▇▇, its indirect parent TRW Automotive Inc. or any of its or their affiliates or subsidiaries and (2) is not listed in SCHEDULE 2.2(g), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all bookstrade and sundry receivables, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiariesare intercompany; (e) the property and assets described surplus reserve amounts or prepaid premiums in Section 2.03 of the Disclosure Scheduleconnection with employee group insurance policies; (f) all insurance policies held by Seller and all recoveries or rights to the same which relate to or are in reimbursement of any expenses incurred by Seller in respect of damages to or any loss of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyPurchased Assets; (g) all Purchased Assets sold or otherwise disposed income tax installments paid by Seller and the right to receive any refund of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andincome taxes paid by Seller and deferred tax credits refundable to Seller and all interest thereon; (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds deposits, royalties, prepaid expenses, and similar relating to any of the assets described in (a) through (g) in this Section 2.3; (i) reimbursable customer tooling and unbilled tooling as listed on SCHEDULE 2.3(i); (j) all inventories of raw materials, work-in-process, finished product service parts and supplies, and packaging materials that are on consignment from vendors and located at Autospecialty on the Closing Date as described in SCHEDULE 2.3(j) (the "Consigned Inventory"). A copy of all consignment agreements relating to the Business arising on or Consigned Inventory and all sums owed to the related consignors (the "Consignors") as of Closing are included in SCHEDULE 2.3(j); (k) all brake components located at New Jersey American in Somerdale, New Jersey and at FASA in ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇; (l) all claims and rights to receivables and/or other assets from BLV L.L.C. d/b/a APR, its affiliates, and their officers, directors, shareholders, employees, agents and assigns; and (m) all rights including rights to payment in connection with Case # A-570-846 under the U.S. Customs Service pursuant to the Continued Dumping and Subsidy Offset Act ("CDSOA") accruing from activities and goods sold prior to the Closing Dateclosing.

Excluded Assets. Buyer expressly understands Notwithstanding anything in Section 2.1 to the contrary, the Seller shall retain all of its right, title and agrees that interest in, to and under all, and shall not Transfer to the Purchaser any, of the following assets and assets, rights or properties of Seller and the Retained Subsidiaries (the “"Excluded Assets”) shall be excluded from the Purchased Assets:"): (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (equivalents, except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))Change Fund; (b) insurance policies relating all accounts and notes receivable of the Business (including miscellaneous receivables and earned rebates due from oil companies) arising from products sold or services rendered by the Seller prior to the Business and all claims, credits, causes of action or rights thereunder (Closing Date except for Buyer’s rights under Section 5.05)accounts receivable of the Fleet Card Program; (c) all Intellectual Property Rights Federal, state, local and foreign income tax deposits (other than to the Business Intellectual Property Rights), including extent not refunded) paid by the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement the income or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies operations of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or with respect to any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising ending on or prior to the Closing Date; (d) all assets of Seller located at its corporate offices; (e) any assets not relating to the Business; (f) all minute books and stock books of the Seller; (g) any assets relating to any Employee Benefit Plan; (h) except for the oil/water separators and spill and overfill tanks at the Stores set forth on Schedule 2.2(h), all underground storage tanks that are not properly registered with the North Carolina Department of Environment and Natural Resources ("NCDENR") or the Virginia Department of Environmental Quality ("VDEQ"), heating oil tanks and all aboveground storage tanks, unless Purchaser specifically elects in writing to acquire any of such tanks; (i) all Hazardous Substances, hazardous wastes, PCBs and PCB containing materials, asbestos containing materials, and waste oil; (j) the Real Property and improvements, including all district maintenance warehouse buildings (and equipment therein) identified on Schedule 2.2(j); (k) the equipment located in Seller's district maintenance warehouse buildings identified on Schedule 2.2(k); (l) Seller's Wholesale Business; (m) nontransferable licenses and permits; and (n) motor vehicles.

Excluded Assets. Buyer expressly understands Notwithstanding anything to the contrary in this Agreement, in no event shall Sellers be deemed to sell, transfer, assign, convey or deliver, and agrees Sellers shall retain all right, title and interest to, in and under all properties, rights, interests and other assets of Sellers that the following assets and properties of Seller and the Retained Subsidiaries are not Acquired Assets (the “Excluded Assets”) shall be excluded from ), including the Purchased Assetsfollowing: (a) all rights, properties and other assets explicitly excluded from Section 1.1 and all bank accounts (but not, for the avoidance of Seller’s doubt, any Cash and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks Cash Equivalents of Sellers (except for such amountsother than Tupperware Nederland B.V.), if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)subject to Section 1.6); (b) insurance policies relating to all rights, properties and other assets of the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)Cash Consideration Sellers that are not Cash Acquired Assets; (c) subject to Section 1.5, all Intellectual Property Rights Contracts of Sellers that are not Assigned Contracts (other than the Business Intellectual Property Rights)collectively, including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and TradenamesExcluded Contracts”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) (i) all booksreal property owned by any Seller (together with all of Sellers’ right, recordstitle and interest in and to all land, files buildings, structures, easements, appurtenances and papersimprovements thereto, whether in hard copy or computer formatthe “Excluded Owned Real Property”) and (ii) all Leases pursuant to which any Seller holds any Real Property (the “Excluded Leases”, prepared in connection and such real property, together with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion all of such copies not relating Seller’s right, title and interest in and to all land, buildings, structure, easements, appurtenances and improvements thereon, the Business may be redacted“Excluded Leased Real Property” and together with the Excluded Owned Real Property, the “Excluded Real Property”)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) all Documents (including information stored on the property and assets described in Section 2.03 computer systems, data networks or servers of any Seller) (i) to the extent they relate solely to any of the Disclosure ScheduleExcluded Assets or Excluded Liabilities, (ii) that are Sellers’ financial accounting Documents, all minute books, Organizational Documents, stock certificates or other Equity Interests instrument, stock registers and such other books and records of any Seller pertaining to the ownership, organization or existence of such Seller, Tax Returns and records (and any related work papers) (other than books, records and, Tax Returns of any Acquired Entity), corporate seal, checkbooks, and canceled checks, (iii) that any Seller is required by Law to retain or (iv) that are governed under applicable Privacy Laws that prohibit the transfer or sale of Personal Information (other than to the extent held by any Acquired Entity); provided that Purchaser shall have the right to make copies of any reasonably relevant portions of such Documents (other than Excluded Tax Returns) to the extent not prohibited by applicable Law or if consented to by the relevant Seller (“Excluded Documents”); (f) all rights of documents prepared or received by any Seller or any of its Affiliates or on their behalf in connection with the Retained Subsidiaries arising under sale of the Transaction Documents Acquired Assets, this Agreement or the transactions contemplated therebyother Transaction Agreements, the Transactions, or the Bankruptcy Cases, including (i) all records and reports prepared or received by Sellers or any of their respective Affiliates or Advisors in connection with the sale of the Acquired Assets and the Transactions, including all analyses relating to the business of any Seller or its Affiliates so prepared or received, (ii) all bids and expressions of interest received from third parties with respect to the acquisition of any of Sellers’ businesses or assets, (iii) all privileged materials, documents and records of any Seller or any of its Affiliates, including any privileged materials, documents and records that are in the possession of any Acquired Entity, (iv) copies of the documents, materials and data related to the Acquired Assets or Assumed Liabilities prior to the Closing Date, (v) confidentiality agreements with prospective purchasers of the Acquired Assets or the Assumed Liabilities or any portion thereof, and (vi) any other files or records to the extent relating exclusively to any Excluded Assets, Excluded Liabilities or the Bankruptcy Cases; (g) all Employee Benefit Plans of any Seller or its Affiliates (except for the Acquired Entity Benefit Plans); (h) all director and officer insurance policies, and all rights and benefits of any nature of Sellers or its Affiliates with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries, except as contemplated by Section 1.1(g); (i) all Equity Interests of any Seller or any of their respective Subsidiaries, in all cases, other than any of the foregoing issued by any Acquired Entity (“Excluded Subsidiaries”); (j) other than claims released pursuant to Section 6.11, the Purchased Claims and the Acquired Avoidance Actions, (i) all preference or avoidance claims or actions arising under the Bankruptcy Code or applicable Law relating to Excluded Assets sold or Excluded Liabilities, (ii) all other rights, claims, causes of action, rights of recovery, rights of set-off, and rights of recoupment as of the Closing of any Seller, in each case, arising out of or relating to events occurring on or prior to the Closing Date relating to any Excluded Assets or Excluded Liabilities, and (iii) all claims that any Seller may have against any Person with respect to any other Excluded Assets or any Excluded Liabilities, in each case of (i)-(iii), other than the those listed in Sections 1.1(g) - 1.1(j); (k) Sellers’ claims, causes of action or other rights under this Agreement, including the Purchase Price hereunder, or any agreement, certificate, instrument, or other document executed and delivered between any Seller or its Affiliates and Purchaser in connection with the Transactions, or any other agreement between any Seller or its Affiliates and Purchaser entered into on or after the date hereof; (l) all Tax refunds, Tax attributes and Tax assets, other than (i) Tax assets that transfer to Purchaser by automatic operation of law as a result of Purchaser acquiring the Acquired Assets, and (ii) Tax refunds, Tax attributes and Tax assets attributable directly to any Acquired Entity and not otherwise included in a Seller Combined Tax Return; and (m) every asset of Sellers or their Affiliates that would otherwise constitute an Acquired Asset (if owned immediately prior to the Closing) if conveyed or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date (i) in compliance with the Ordinary Course, or (ii) as otherwise permitted by the terms hereof; and (h) all of Seller’s this Agreement. To the extent that an asset may be viewed as both an Acquired Asset and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Datean Excluded Asset, it shall be deemed an Acquired Asset.

Excluded Assets. Buyer expressly understands The Seller will retain ownership of all rights of the Seller under this Agreement and agrees that the following assets and properties of Seller and the Retained Subsidiaries (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all cash, cash deposits, bank accounts, certificates of Seller’s deposit, savings, investments in marketable securities and the Retained Subsidiaries’ other similar cash and or cash equivalents on hand of every kind, character, nature and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))description other than Excess CIAC; (b) insurance policies relating Cash CIAC which is, and to the Business extent, on hand as of the Closing Date and all claims, credits, causes of action attributable or rights thereunder allocatable to capital expenditures or capital improvements made by the Seller or its Affiliates prior to the Closing Date (except for Buyer’s rights under Section 5.05“Closing Cash CIAC”); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth equity interests in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-LicensePerson; (d) all the corporate seals, organizational documents, minute books, recordsstock books, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby Tax Returns (other than confidentiality agreements with any Person relating Tax Returns exclusively related to the BusinessPurchased Assets), books of account or other records having to do with the corporate organization of the Seller and all Books and Records of the Seller not included in the Assigned Books and Records, and such copies of which will be made available the Assigned Books and Records (i) as necessary to Buyer at comply with applicable Law, or (ii) that are related to Taxes as the Closing (it being understood that Seller in good faith determines are reasonably necessary or appropriate to enable the portion Seller to comply with applicable Tax Laws or for reasonable record retention purposes in respect of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiariesfiled Tax Returns; (e) all intellectual property rights other than the property and assets described in Section 2.03 software set forth on Schedule 1.1(a)(ix) of the Disclosure ScheduleRegulated APA or the Purchased Intellectual Property (as defined in the Regulated APA) (collectively, the “Excluded Intellectual Property”) and all goodwill associated with or appurtenant to any of the Excluded Intellectual Property; (f) all rights of Seller or any of the Retained Subsidiaries arising under Seller’s rights and interest pertaining to any counterclaims, set-offs, third party indemnities or defenses that the Transaction Documents Seller may have that exclusively relate to (i) the Excluded Assets, or (ii) the transactions contemplated therebyExcluded Liabilities; (g) all Purchased Assets sold or otherwise disposed of insurance policies and proceeds therefrom, except as received in the ordinary course of business during the period from the date hereof until the Closing Date connection with a Casualty Event, as provided for in compliance with the terms hereof; andSection 1.10; (h) all (i) trade accounts receivable and other rights to payment from customers of Seller’s the Seller with respect to the Business, and the Retained Subsidiaries’ claims full benefit of all security for and such accounts or rights to receive Tax refunds payment, including all trade accounts receivables representing amounts receivable in respect of products sold or services rendered to customers of the Seller with respect to the Business, (ii) Cash CIAC attributable or allocatable to capital expenditures or capital improvements made by the Seller or its Affiliates prior to the Closing Date and is paid or payable by a developer or other Person following the Closing Date as reimbursement for such capital expenditures or capital improvements completed prior to the Closing Date (“Closing CIAC Receivable”), and (iii) other accounts receivable of the Seller to the extent relating to the Business and the full benefit of all security for such accounts, and any claim, remedy or other right related to any of the foregoing arising on out of the operation of the Business, but in all cases, solely to the extent such receivables exclusively relate to, or arise out of, or are attributable or allocable to, products or services provided by the Seller prior to the Closing, whether billed or unbilled (items (i), (ii), and (iii), collectively, the “Pre-Closing DateReceivables”); (i) all improvements or equipment to the extent not owned by the Seller that may be situated at or on the Systems as listed in Schedule 1.2(i); (j) the assets, properties, and Actions or Proceedings listed in Schedule 1.2(j); (i) all attorney-client privilege and attorney work product protection of the Seller and its Affiliates arising as a result of outside legal counsel and in-house legal counsel representing the Seller and its Affiliates in connection with or relating to the Excluded Assets, the Excluded Liabilities or negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (ii) all documents maintained by outside legal counsel and in-house legal counsel as a result of representation of each of the Seller and its Affiliates in connection with or relating to the Excluded Assets, the Excluded Liabilities or the negotiation, preparation, execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, and (iii) all documents subject to any attorney-client privilege and attorney work product protection of each of the Seller and its Affiliates as a result of outside legal counsel and in-house legal counsel representing the Seller and its Affiliates in connection with or relating to the Excluded Assets, the Excluded Liabilities or negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and (l) all of the Seller’s rights, title and interest in and to all guarantees, credit support arrangements, security deposits, insurance, or surety or performance bonds set forth on Schedule 1.2(l) (the “Credit Support Instruments”).

Excluded Assets. Buyer expressly understands and agrees that Notwithstanding anything in this Agreement to the contrary, the Purchased Assets shall not include any right, title or interest in or to any of the following properties, rights or assets and properties of Seller and the Retained Subsidiaries Selling Entities (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s and the Retained Subsidiaries’ cash and Cash, cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Preshort-Closing Cash (the “Transferred Cash”))term securities; (b) insurance policies relating to the Business Any and all claimsclaims for refunds, credits, causes carry backs or carry forwards of action or rights thereunder the Selling Entities in connection with “Taxes“ (except for Buyer’s rights under as defined in Section 5.05)3.18) and all Tax Returns and other documents filed by the Selling Entities with any taxing authority; (c) all Intellectual Property Rights Any intercompany receivable balance due from UNOVA or any of its subsidiaries (other than intercompany trade receivables between the Business Intellectual Property Rights▇▇▇▇▇▇ Group), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) All insurance policies and self-insurance programs and any coverage or other rights under such policies and self-insurance programs; (e) Any property or asset designated as “assets held for sale” on the books and records of the Selling Entities and which are set forth on Schedule 1.2(e) (collectively, the “Assets Held for Sale”); (f) Any property, right or asset to the extent exclusively relating to any other Excluded Asset or any of the “Excluded Liabilities” (as defined in Section 1.7); (g) All assets of all “Employee Benefit Plans“ (as defined in Section 3.13(k)), including assets held in trust, including assets held in medical trusts, or insurance contracts for the benefit of Employee Benefit Plan participants or beneficiaries; (h) All books, records, files and papersdata pertaining to any of the Excluded Assets or any of the Excluded Liabilities; (i) Subject to Section 8.5, whether in hard copy or computer formatall rights in, prepared in connection with this Agreement or to and under the transactions contemplated hereby (name “UNOVA” and the logos of the Selling Entities other than confidentiality agreements with any Person relating those logos that are primarily or exclusively related to the BusinessBusiness (including, copies without limitation, any logos with the names or brands listed in Section 1.1(r)); (j) Any rights of which will any of the Selling Entities under this Agreement; (k) The franchise of each of the Selling Entities to be made available a corporation and its articles or certificate of incorporation, bylaws and other records pertaining to Buyer at its corporate existence, and all books and records of a nature required by “Law” (as defined in Section 3.1(e)) to be maintained by the Closing (it being understood that the portion of such copies not Selling Entities, including all financial and tax records relating to the Business may be redacted)) that form part of the Selling Entities’ general ledger, provided that the Selling Entities shall make available for duplication at the Purchasing Entities’ expense copies of such financial and all minute books and corporate tax records as such documents exist as of Seller the December Balance Sheet Date, the June Balance Sheet Date and the Retained SubsidiariesTransfer Date to the extent such records are related to the Business and as reasonably requested by the Purchasing Entities; (el) All shares of capital stock or other equity interests in any other Person (as defined below) owned by the property and assets described in Section 2.03 of the Disclosure ScheduleSelling Entities, including Honsberg Lamb Sonderwekzeugmaschinen GmbH; (fm) all rights of Seller or any of The real property located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, South Beloit, Illinois (the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby“South Beloit Facility”); (gn) all Purchased Assets sold or otherwise disposed of in The real property located at ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ (the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof“Waynesboro Facility”); and (ho) all of Seller’s and All rights existing under each contract set forth on Schedule 1.2(o) (the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Date“Excluded Contracts”).

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Sellers and their Affiliates shall retain, and Buyer expressly understands and agrees that the following assets and properties of Seller shall not purchase or otherwise acquire (and the Retained Subsidiaries Purchased Assets shall not include), any right, title and interest in or to any assets, whether tangible or intangible, real, personal or mixed, other than the Purchased Assets (such retained assets being collectively referred to hereinafter as the “Excluded Assets”) ). The Excluded Assets shall be excluded from include, without limitation, the Purchased Assets: following: (a) all (i) the Contracts set forth in Section 1.2(a)(i) of Seller’s the Sellers Disclosure Schedule (“Excluded Contracts”) and (ii) the Retained Subsidiaries’ cash Software, data and cash equivalents on hand information set forth in Section 1.2(a)(ii) of the Sellers Disclosure Schedule (“Excluded Software, Data and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred CashInformation”)); , (biii) insurance policies relating to the Business and all claims, credits, causes Tangible Personal Property set forth in Section 1.2(a)(iii) of action or rights thereunder the Sellers Disclosure Schedule (except for Buyer’s rights under Section 5.05); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights“Excluded Tangible Personal Property”), including (iv) the marks Trademarks set forth in Section 1.2(a)(iv) of the Sellers Disclosure Schedule (“Excluded Trademarks”) and (v) the domain names set forth in Section 2.03 1.2(a)(v) of the Sellers Disclosure Schedule (the “Seller Trademarks and TradenamesExcluded Domain Names”); (b) all the assets, rights and including properties of every kind and description and wherever located, whether now existing or hereafter acquired, whether tangible or intangible, real, personal or mixed primarily used in, or related to, the conduct or operation of the Excluded Businesses; (c) except as included in the Purchased Assets pursuant to Section 1.1(a)(viii), the corporate charter, qualification to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, corporate seal, minute books, stock transfer books, blank stock certificates, all royalties and/or employee-related or employee benefit-related files or records and any other license payments under documents of the Sellers or any Portfolio Cross-License; of their Affiliates (other than the Purchased Entities); (d) all booksrights of the Sellers or any of their Affiliates (other than the Purchased Entities) arising under this Agreement, records, files and papers, whether in hard copy the Ancillary Agreements or computer format, prepared in connection with this Agreement or from the consummation of the transactions contemplated hereby or thereby; (e) all cash and cash equivalents, securities (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)Interests) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described negotiable instruments on hand, in Section 2.03 lock boxes, in financial institutions or elsewhere, of the Disclosure Schedule; Sellers or any of their Affiliates (other than the Purchased Entities), including any cash residing in any collateral cash account securing any obligation or contingent obligation; (f) all rights intercompany receivables between each of Seller or the Sellers and any of their Affiliates, or between any Affiliate of the Retained Subsidiaries arising under Sellers and any other Affiliate of the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereofSellers; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Date.8

Excluded Assets. Buyer expressly understands and agrees that the following All assets and properties of Seller not expressly listed in Section 1.1 are excluded and the Retained Subsidiaries will be retained by Seller (collectively, the “Excluded Assets”) shall be excluded from ). The Excluded Assets include all of Seller’s right, title, and interest in and to the Purchased Assetsfollowing assets: (a) all of Seller’s and the Retained Subsidiaries’ (i) cash and cash equivalents equivalents, wherever located, including bank balances and bank accounts, monies in possession of any banks, savings and loans or trust companies and similar cash items on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”))ii) investment securities or other investments; (b) insurance policies relating all accounts and notes receivable, and similar rights to receive payments of Seller or any Affiliate of Seller arising out of the operation or conduct of the Concentrates Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)before the Closing Date; (c) all Intellectual Property Rights (Contracts that Seller is a party to other than the Business Intellectual Property Rights), Purchased Contracts (including the marks and names set forth in Section 2.03 those portions of the Disclosure Schedule (Dividable Contracts not primarily related to the “Seller Trademarks and Tradenames”Concentrates Business), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (Intellectual Property other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesPurchased Intellectual Property; (e) the property corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Seller, all employee-related or employee benefit-related files or records, and assets described in Section 2.03 of the Disclosure Schedule;any other books and records which Seller is prohibited from disclosing or transferring to Purchaser under applicable Law or is required by applicable Law to retain; 155815138v19 (f) all rights insurance policies of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyand all rights to applicable claims and proceeds thereunder; (g) all Purchased Assets sold Benefit Plans and trusts or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; andother assets attributable thereto; (h) the name “Evoqua” and any adaptations, derivations and combinations thereof and any trademarks, trade names, service marks, domain names, and social media account names that use or incorporate any such name (collectively, the “Retained Names”); (i) all rights, Claims and causes of action of Seller under the Contract Manufacturing Agreement arising from or related to matters occurring prior to the Closing; (j) all of Seller’s rights under that certain Asset Purchase Agreement (the “Cantel APA”) by and the Retained Subsidiaries’ claims for among Seller and Cantel Medical LLC (“Cantel”) dated December 20, 2021, including any Claims or causes of action arising thereunder; (k) all rights, Claims and causes of action arising from or related to any Excluded Asset; (l) all assets, properties and rights to receive used or owned by Seller in its businesses other than used primarily in connection with the Concentrates Business; (m) the equity interest in Seller or any Affiliates of Seller; (n) all taxpayer and other identification numbers of Seller; (o) all Tax refunds assets (including duty and Tax refunds, credits and prepayments) of Seller or any of its Affiliates (other than (x) those relating to or arising from the Business arising on Assumed Liabilities and (y) deposits or advance payments (or prepayments) of Asset Taxes imposed with respect to the Acquired Assets (to the extent such items (or beneficial ownership thereof) can be transferred under applicable Law and to the extent such deposits or advance payments (or prepayments) were utilized for the payment of, and actually offset liability for an equivalent amount of, Asset Taxes with respect to a Tax period or portion thereof ending prior to the Closing DateDate (such deposits, advance payments and/or prepayments, “Tax Payments”), and supporting documentation related thereto; (p) the assets set forth on Disclosure Schedule 1.2(p); and (q) the rights which accrue or will accrue to Seller under the Transaction Documents.

Excluded Assets. Buyer expressly understands and agrees that the The following assets of the Seller or one or more of the Seller’s Affiliates are not Purchased Assets and properties shall be retained by the Seller or one or more of Seller and the Retained Subsidiaries Seller’s Affiliates, as applicable (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:): (a) all of Seller’s and the Retained Subsidiaries’ All cash and cash equivalents on hand and other than any items included in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)Section 2.1(h); (b) insurance policies relating to The Organizational Documents of the Business Seller and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05)its Affiliates; (c) all Intellectual Property Rights (other than Books and records that are related to the Business Intellectual Property Rights)Excluded Assets or the Retained Liabilities or that are unrelated to the Transferred Business, including but if they also relate to the marks Purchased Assets or Assumed Liabilities and names set forth in Section 2.03 the Seller is required to retain pursuant to any applicable Law, then copies of the Disclosure Schedule (same shall be delivered to the “Seller Trademarks and Tradenames”)Buyer promptly, and including all royalties and/or other license payments under any Portfolio Cross-Licensein no event more than 120 days following the Closing; (d) all booksAll defenses, records, files rights of set off and papers, whether in hard copy counterclaims arising out of or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies any of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained SubsidiariesLiabilities or Excluded Assets; (e) Insurance policies (including without limitation any prepaid insurance) and amounts payable to the property and assets described in Section 2.03 of Seller under pending claims to the Disclosure Scheduleextent such claims constitute Retained Liabilities; (f) all rights of Seller Tax refund claims and accruals, items, or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated therebyaccounts relating to Taxes; (g) all Purchased Assets sold Intercompany accounts; (h) The ▇▇▇▇▇▇ Facility (excluding the ▇▇▇▇▇▇ Landfill) and the landfill related to the Rhinelander Facility; (i) All assets located at the Brainerd Facility other than the Transferred Brainerd Assets; (j) All Leases other than the Assumed Leases; (k) All Owned Real Property other than the Transferred Real Estate; (l) The Contracts set forth in Section 2.2(l) of the Disclosure Letter (the “Excluded Contracts”); (m) Any claims, causes of action, choses in action, rights of recovery, rights of set off, counterclaims and rights of recoupment that are not related to the Transferred Business; (n) That certain Intellectual Property set forth on Section 2.2(n) of the Disclosure Letter that is used by the Seller Parent in connection with both the Business and other businesses conducted by the Seller Parent or otherwise disposed any of in its Affiliates (the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof“Multi-Business Intellectual Property”); and (ho) all The assets set forth in Section 2.2(o) of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing DateDisclosure Letter.