Common use of Excluded Assets Clause in Contracts

Excluded Assets. Notwithstanding anything in this Agreement to the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platform.

Excluded Assets. Notwithstanding anything Section 1.1 or any other provision hereof, the Acquired Assets will not in this Agreement to any event include any of the contrary, Guarantor and its Subsidiaries shall retain, and following Assets of any member of the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets Seller Group (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt:): (a) any refundsall books and records not constituting an Acquired Asset described in Section 1.1(h), creditsincluding the certificate of incorporation, overpayments or other recoveries ofbylaws and similar organizational documents, against or in respect minutes, stock records and similar documents of any Taxes imposed on or with respect to member of the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its AffiliatesSeller Group; (b) Tax Returns all cash, cash equivalents (including marketable securities and other books short-term investments), bank accounts, lockboxes and records related to Taxes paid deposits of, and any rights or payable by Transferor interests in, the cash management system of any member of the Seller Group, including uncleared checks and drafts received or deposited for the account of any member of its Affiliatesthe Seller Group; (c) all rights to and the use of any Contractsmember of the Seller Group’s trade names and trademarks, any derivation or combination thereof and all associated goodwill, and any other than the Transferred Contracts (including the portion of Shared Contracts Intellectual Property not required to be or otherwise not assigned, transferred and conveyed to Transfereespecifically described in Section 1.1(e); (d) all Contracts between any accounts receivable or member of the Seller Group, on the one hand, and any Affiliate of such Person, on the other receivableshand, and all intercompany receivables owed to any member of the Seller Group by any Affiliate of such Person; (e) all rights under any Information Technology or other tangible personal property Contracts (i) other than the Transferred Tangible Personal Property Business Contracts and Transferred Software(ii) related to the purchase of products and services necessary to supply Buyer with the products supplied by Seller under the supply agreement between the Parties contemplated by the PCA (the “Supply Agreement”); (f) any Intellectual Property Rights other than Transferred IP Rightsall assets used in connection with the centralized management functions provided by the members of the Seller Group; (g) all rights to and in Employee Benefit Plans and any data trusts, insurance arrangements or other than database schemaassets held pursuant to, or database structuresset aside to fund the obligations of a member of the Seller Group under, included in the Transferred Softwareany such Employee Benefit Plans; (h) any Software that is not Transferred Software (it being understood that Guarantor all insurance policies and its Subsidiaries may retain copies all rights of any every nature and description under or arising out of such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof)insurance policies; (i) all indemnity claims for and rights and to any Tax asset or to receive Tax refunds, or any other claims and actions arising out of occurrences before or after the Closing Tax attribute, in each case relating to the extent primarily arising out of operation or that primarily relate to any ownership of the Excluded Business or the Acquired Assets for any Tax period (or Retained Liabilitiesportion thereof) ending on or prior to the Closing, whether arising by way and all Tax Returns of counterclaim or otherwisethe Seller Group and related work papers; (j) except to the extent set forth in Section 1.1(i), all application systems and software, including all computer software, programs and source disks, and related program documentation, tapes, manuals, forms, guides and other materials, computer hardware and other systems hardware and networking and communications assets, including servers, databases, backups and peripherals; (k) all rights of any member of the Seller Group to owned or claims that accrue or will accrue to Transferor leased real estate other than the Lease; (l) all rights under this Agreement Agreement, the PCA, the Supply Agreement, the Development Agreement, the Ancillary Agreements, the other agreements and instruments executed and delivered in connection with this Agreement, and the transactions contemplated hereby or thereby; (m) all inventory that is not Inventory pursuant to Section 1.1(a), including all inventory not related to the Test; (n) any claims, course of action, credits, demands or rights of set-off of the members of the Seller Group related to any Excluded Asset or Excluded Liability, as well as any books, records and privileged information relating thereto, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent; (o) any rights under any interest rate, currency or other Transaction Documentsimilar hedging or swap agreement; (p) any personnel and other files (i) pertaining to any employee that is not a Transferred Employee and (ii) pertaining to any Transferred Employee or current or former employee of any member of the Seller Group to the extent required by Law not to be transferred; and (kq) any the assets, propertiesproperties and rights set forth on Exhibit 1.2(q). Notwithstanding anything to the contrary contained in this Agreement, claims the PCA, the Supply Agreement, the Development Agreement or rights any of the Ancillary Agreements, Buyer acknowledges and agrees that all of the following shall remain the property of the Seller Group, and Buyer shall not have any operations, functions interest therein: (x) all records and other materials prepared or businesses of Guarantor received by Seller or any of its Subsidiaries Affiliates in connection with the transactions contemplated hereby and (y) all privileged materials, documents and records of Seller or any of its Affiliates except to the extent not involved in exclusively related to the Mortgage Servicing PlatformAssigned Intellectual Property or the Business.

Excluded Assets. Notwithstanding anything Consistent with the provisions of Section 13.1, nothing in this Agreement to the contrary, Guarantor and its Subsidiaries shall retainwill constitute or be construed as conferring on either Purchaser, and the Transferee neither Purchaser shall not be entitled to purchase or acquire, any direct or indirect right, title and or interest in and toin, any to or under the following assets, interests, properties, claims and rights of Guarantor facilities, rights, licenses or its Subsidiaries other than contracts (the Transferred Assets (all "Excluded Assets"), except to the extent Seller owns an interest in such assets, interests, properties, claims and facilities, rights, collectivelylicenses or contracts as a tenant in common with the other STP Owners, in which event and to such extent, Seller's undivided interest in such assets, interests, properties, rights, licenses and contracts shall constitute Purchased Assets. The following are the “Excluded Assets”), including, for the avoidance of doubt: (a) any refundsThe assets listed or described on Schedule 2.2(a), creditswhich are related to the Purchased Assets but are specifically excluded from the Transactions; (b) Certificates of deposit, overpayments shares of stock, securities, bonds, debentures, evidences of indebtedness, and interests in joint ventures, partnerships, limited liability companies and other entities, except the assets comprising Seller's Decommissioning Funds to the extent assignable hereunder; (c) Cash, cash equivalents, bank deposits, accounts and notes receivable (trade or other recoveries otherwise), and similar working capital items, except for (i) such assets on deposit with, or under the control of, against or in respect the Operating Agent and (ii) the assets comprising Seller's Decommissioning Funds; (d) Any and all data and information pertaining to customers of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor Seller or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid , whether or payable by Transferor or any of its Affiliates; (c) any Contracts, other than not located at the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivablesGeneration Facility; (e) Rights in, to and under all contracts, agreements, arrangements or commitments of any Information Technology nature to the extent not assigned to a Purchaser, or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Softwareobligations of which are not assumed by a Purchaser, under the terms of this Agreement; (f) All trade accounts receivable, notes, bonds and other evidences of indebtedness and any Intellectual Property Rights other than Transferred IP Rightsrights to receive payments accrued or arising out of sales from the Generation Facility prior to the Closing and the security arrangements, if any, related thereto, including any rights with respect to any third party collection procedures or any other actions or proceedings which have been commenced in connection therewith; (g) Rights arising under this Agreement or any data other than database schema, instrument or database structures, included in document Executed and delivered pursuant to the Transferred Softwareterms hereof; (h) any Software that is Any and all books and records not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to described in Section 5.13 hereof2.1(g); (i) All of Seller's rights under any Generation Facility Insurance Policies in respect to any and all indemnity rights and other claims and actions arising out made against Seller or any of occurrences before Seller's Affiliates under such policies whether such claims are asserted before, on or after the Closing Date and all rights to any proceeds payable in respect of such claims under any such policy; (j) Any claims or causes of action, choses in action, rights of recovery, rights of set-off, rights to refunds and similar rights, including but not limited to claims for refunds, prepayments, offsets, recoupments, and insurance proceeds, condemnation awards, judgments and the like and rights in, to or under any insurance policy or refund of Taxes, relating to or arising out of the period prior to Closing, (i) that do not arise from events, circumstances, occurrences or conditions that create a liability for which a Purchaser is responsible hereunder as an Assumed Liability, and (ii) in respect of which Seller or any of its Affiliates has incurred out-of- pocket costs or losses on the basis of which such claims, choses in action, rights of recovery, rights of set-off, rights to refunds or similar rights may be asserted, but only to the extent primarily arising out of such costs and losses incurred prior to Closing; (k) All privileged or proprietary materials, documents, information, media, methods and processes, except to the extent owned by the STP Owners in common or by the Operating Agent on behalf of the STP Owners or on behalf of Seller as one of the STP Owners, and any and all rights to use the same, including the AEP Marks and other intangible assets of an intellectual property nature, and computer software that primarily relate is proprietary to Seller or any of its Affiliates, or the use of which under the pertinent license therefor is limited to operation by Seller or any of its Affiliates or on equipment owned by Seller or any of its Affiliates, including those listed or described on Schedule 2.2(k); (l) The right to receive mail and other communications relating to any of the Excluded Assets or Retained Excluded Liabilities, whether arising all of which mail and other communications, to the extent received by way of counterclaim or otherwisea Purchaser, shall promptly be forwarded by such Purchaser to Seller; (jm) Claims relating to or pertaining to any refund or credit on or after the Closing Date of all rights or claims that accrue or will accrue to Transferor under this Agreement or any part of Department of Energy Decommissioning and Decontamination Fees paid by or on behalf of Seller in respect of the Generation Facility; (n) Seller's notional account balance at NEIL attributable to any Generation Facility Insurance Policy, includi▇▇ ▇EIL Accidental Outage Policy coverage with respect to the STP Interes▇ ▇▇ the Generation Facility, and all policyholder distributions in the future in respect of same; (o) All tariffs, agreements and arrangements to which Seller is a party for the purchase or sale of electric capacity and/or energy or for the purchase of transmission or ancillary services, except for tariffs, agreements or arrangements to which Seller is a party because such tariffs, agreements or arrangements were entered into by the STP Owners in common or by the Operating Agent as agent for the STP Owners; (p) All electrical transmission or distribution assets (as opposed to generation facilities or other Transaction Documentassets) of Seller or any of its Affiliates located at or forming a part of the Generation Facility, including all switchyard facilities, substation facilities and support equipment and the easements to use the real property on which they are located, if any, as contemplated in the STP Interim Restructuring Agreement, as well as all easements, permits, contracts, warranties, rights and entitlements, to the extent they relate to or benefit such transmission or distribution assets (other than any electrical transformation, interconnection or similar equipment identified on Schedule 2.1(b), all of which is included as Purchased Assets); (q) Any contract, agreement, arrangement or commitment of any nature in respect of any intercompany transaction between Seller, on the one hand, and any Affiliate thereof, on the other hand, whether or not such transaction relates to any contribution to capital, loan, the provision of goods or services, tax sharing arrangements, payment arrangements, intercompany advances, charges or balances, or the like, excluding the Ancillary Agreements and the Surviving Intercompany Arrangements (collectively, the "Intercompany Arrangements"); and (kr) any assetsAssets, interests, properties, claims facilities, rights, licenses or rights contracts of Seller that are not used or held for use primarily in connection with the ownership of the STP Interest or operation of the Generation Facility. At any operationstime or from time to time, functions up to ninety (90) days following the Closing, any and all of the Excluded Assets may be removed from the Generation Facility by Seller (at no expense to a Purchaser, but without charge by a Purchaser for temporary storage), provided that Seller shall do so in a manner that does not unduly or businesses unnecessarily disrupt normal business activities at the Generation Facility, and provided further that Excluded Assets may be retained at the Generation Facility to the extent permitted by easements, licenses, agreements or similar arrangements in favor of Guarantor Seller or any of its Subsidiaries to the extent not involved in the Mortgage Servicing PlatformAffiliates.

Excluded Assets. Notwithstanding anything It is expressly understood and agreed that the Assets shall not include the following (the "Excluded Assets"): (a) Except as otherwise provided in this Agreement Section 2.1(j), cash and cash equivalents or similar type investments, such as certificates of deposit, Treasury bills and other marketable securities; (b) 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 any Contributor or any Affiliate thereof for employees of such Contributor or any Affiliate thereof prior to the contrary, Guarantor and its Subsidiaries shall retain, and Closing Date; (c) Any of the Transferee shall not acquire, Contributors' or any direct or indirect Affiliates' right, title and interest in and toto (i) the names and 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 assets, properties, claims name similar thereto forms a part and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt: (aii) any refundsother trade names, creditstrademarks, overpayments trademark registrations or other recoveries oftrademark applications, against copyrights, copyright applications or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period copyright registrations or any Taxes of derivative thereof or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee);design used (d) any accounts receivable or other receivablesAll claims and rights against third parties (including, without limitation, insurance carriers, indemnitors, suppliers and service providers), to the extent they do not relate to the Assumed Liabilities; (e) any Information Technology Claims for refunds of Taxes for time periods ending on or other tangible personal property other than before the Transferred Tangible Personal Property and Transferred SoftwareClosing Date, which Taxes remain the liability of the Contributor under this Agreement; (f) any Subject to the Master Intellectual Property Rights other than Transferred IP RightsAgreement, any and all of the Intellectual Property and Trademarks of a Contributor or any Affiliate thereof to the extent not used principally in the normal operation and conduct of or to the extent not applicable to the Contributed Business; (g) any data other than database schema, or database structures, included All items sold in the Transferred Softwareordinary course of business prior to the Closing Date, none of which individually or in the aggregate are material to the normal operation and conduct of the Contributed Business; (h) any Software that is not Transferred Software (it being understood that Guarantor The tangible assets, intangible assets, real properties, contracts and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereofrights, described in Schedule 2.2(h); (i) all indemnity rights All assets of Oxy Petrochemicals not used or held for use in the contemplated operation and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any conduct of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwiseContributed Business; (j) all rights or Any claims that accrue or will accrue of the Contributors against Union Pacific for service delays not related to Transferor under this Agreement or any other Transaction Documentthe Contributed Business; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing PlatformThe Lake Char▇▇▇ ▇▇▇sed Assets.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement Agreement, in no event shall Sellers be deemed to the contrarysell, Guarantor and its Subsidiaries shall retaintransfer, assign, or convey, and the Transferee Sellers shall not acquire, any direct or indirect retain all right, title and interest to, in and to, any under the following assets, properties, claims interests and rights other interests of Guarantor or its Subsidiaries other than the Transferred Assets such Seller (all such assets, properties, claims and rights, collectively, the “Excluded Assets”): (a) any Excluded Cash, if applicable, and any retainers or similar amounts paid to Advisors or other professional service providers (which amounts shall be taken into account in the Wind-Down Budget and determining the Wind-Down Adjustment Amount); (b) each Contract of any Seller that is listed on Schedule 1.2(b), which schedule may be modified from time to time after the date hereof in accordance with Section 1.5 (the “Excluded Contracts”); (c) all Documents (i) to the extent (and solely to the extent) exclusively related to any of the Excluded Assets or Excluded Liabilities; (ii) minute books, organizational documents, stock registers and such other similar books and records of any Seller (excluding, for the avoidance of doubt, the Acquired Subsidiaries) as pertaining to ownership, organization or existence of such Seller (other than Tax Returns described in Section 1.1(d)), or any corporate seal of any Seller (other than an Acquired Subsidiary); or (iii) that any Seller is required by applicable Law to retain; provided that, to the extent not prohibited by applicable Law, Purchaser shall have the right to make copies of such Documents (or any portions thereof); (d) all materials, Documents, reports and records of a Seller or any of its Affiliates that are subject to any attorney-client privilege and the transfer of which to Purchaser would result in the waiver of any such privilege (“Retained Privileged Materials”); (e) without prejudice to Section 6.9, all current and prior director and officer insurance policies, and all rights and benefits of any nature of Sellers with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries under such insurance policies; (f) all membership interests or other equity interests of any Seller or any of their respective Subsidiaries (excluding the Acquired Subsidiaries) (the “Excluded Subsidiaries”), or securities convertible into, exchangeable, or exercisable for any such membership interests or other equity interests of such Excluded Subsidiaries but excluding, for the avoidance of doubt, any investment or contribution described on Schedule 1.2(f); (g) other than the Acquired Avoidance Actions, all other rights, claims, causes of action, rights of recovery, rights of set-off, and rights of recoupment existing as of the Closing of any Seller, in each case, solely to the extent (y) related to any other Excluded Assets or any Excluded Liabilities and (z) not against any Transferred Employee or employee of any Acquired Subsidiary; (h) Sellers’ claims or other rights under this Agreement, including the right to be paid the Purchase Price hereunder at the Closing in accordance with the terms hereof, or Sellers’ rights under any agreement, certificate, instrument, or other document executed and delivered between any Seller and Purchaser in connection with the transactions contemplated hereby entered into on or after the date hereof; (i) subject to Section 1.1(h), all Tax attributes that are not transferred by the operation of applicable Tax Law; (j) all real estate and all interests in real estate (including any Leasehold Improvements thereon), other than the Acquired Owned Real Property and the Acquired Leased Real Property (including, for the avoidance of doubt: (a) , any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to TransfereeLeasehold improvements thereon); (dk) any accounts receivable every asset of Sellers that would otherwise constitute an Acquired Asset (if owned immediately prior to the Closing) if conveyed or otherwise disposed of during the period from the date hereof until the Closing Date (i) in compliance with the terms and conditions of this Agreement (including Section 6.1) or (ii) if Purchaser otherwise agrees, in writing after the date hereof, to such conveyance or other receivablesdisposition; (el) any Information Technology or the tangible assets (including Equipment, accessories, materials, machinery and all other similar items of tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (for capital assets) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereofSellers expressly set forth on Schedule 1.1(g)(i); (im) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained LiabilitiesConfidentiality Arrangements, whether arising by way of counterclaim or otherwiseif applicable; (jn) all rights or claims that accrue or will accrue to Transferor under this Agreement the Excluded Bank Accounts (but not, for the avoidance of doubt, any Cash and Cash Equivalents, or any other Transaction Documentproperty or assets, held or deposited in such Excluded Bank Accounts other than Excluded Cash, if any); (o) any asset, property, interest or other interest of a Seller which is an Excluded Asset by operation of Section 6.15; and (kp) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platformproperties and assets set forth on Schedule 1.2(p).

Excluded Assets. Notwithstanding anything in this Agreement to the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee The Contributed Assets shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than include --------------- the Transferred Assets (all such assets, properties, claims and rights, collectively, the “following specifically enumerated Excluded Assets”), including, for the avoidance of doubt: (a) Apogee, including any refunds, credits, overpayments or other recoveries of, against or in respect Affiliate of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts Apogee (including the portion Apogee Contributing Affiliates), shall not contribute (i) any shares of Shared Contracts not required to be or otherwise not assignedCommon Stock of any Apogee Contributing Affiliate, transferred and conveyed to Transferee); (dii) any accounts receivable relating to or other receivables; arising in connection with the Apogee Business prior to the Closing (eexcept receivables to be contributed to the Company pursuant to Section 2.1(a)(xi)), but subject to the Company's obligations in respect of collecting accounts receivable of the Apogee Business pursuant to Section 8.4, (iii) any Information Technology computer hardware or other tangible personal property other than software not used exclusively in the Transferred Tangible Personal Property Apogee Business and Transferred Software; any computer hardware or software located at the headquarters facilities of Apogee (fregardless of whether such software or hardware is used exclusively in the Apogee Business), (iv) all rights and interests under (including those of sponsor and administrator, as applicable), and all assets of, any employee benefit plan maintained by Apogee or its Affiliates, or ERISA Affiliates, including, without limitation, any Employee Plan, except to the extent otherwise explicitly provided in accordance with Article IX hereof, (v) any Intellectual Property Rights other than Transferred IP Rights; Apogee Contracts and any Apogee Leases not used exclusively in the Apogee Business, (gvi) any data other than database schema, Apogee Contract or database structures, included in Apogee Leases for which Required Consents were not obtained as of the Transferred Software; (h) any Software that is not Transferred Software Closing Date (it being understood that Guarantor the benefits and its Subsidiaries may retain copies obligations of any such Transferred Software solely Apogee Contracts and Apogee Leases shall be assigned to the Company to the extent that it is licensed such contract has been restructured as contemplated by Section 7.1 hereof and such Contracts will be assigned to the Company if the Required Consents relating thereto are obtained after Closing); (vii) all Apogee franchise tax registrations and sales and use tax permits, (viii) all Apogee Tax refunds and credits attributable to periods (or portions thereof) ending on or before the Closing, (ix) all of Apogee and its Affiliates' rights, claims, credits, causes of action or rights of setoff against third parties relating to insurance coverage covering the Apogee Business with respect to events occurring or claims arising prior to the Closing Date, except to the extent included in the Apogee Assets pursuant to Section 5.13 hereof2.1(a)(vii);, (x) cash (other than ▇▇▇▇▇ cash located at the Field Locations), bank accounts, cash equivalents and other similar types of investments, certificates of deposit, U.S. Treasury bills and other marketable securities that exist on the Closing Date, (xi) any assets of Apogee or its Affiliates used in the performance of the Ancillary Agreements to which Apogee or any such Affiliate is a party, (xii) the NDC or the NDC Inventory (as defined in the NDC Transition Agreement) and all assets, including inventory, of Viracon/Curvlite, Inc., (xiii) any and all assets, including inventory, of or relating to the retail operations of the ▇▇▇▇▇▇ Retail and ▇▇▇▇▇▇ Solutions business units of ▇▇▇▇▇▇ Glass, (xiv) any lease relating to real property used for regional managers or equivalent positions, and corporate headquarters locations unless such lease is identified on Schedule 5.6(b), (xv) all trademarks and tradenames, (xvi) all web sites and domain names and (xvii) assets relating to any Apogee Facilities shut down prior to the date hereof (collectively, the "Excluded Apogee Assets"). (b) PPG, including any Affiliate of PPG, shall not contribute (i) any accounts receivable relating to or arising in connection with the PPG Business prior to the Closing (except receivables to be contributed to the Company pursuant to Section 2.1(b)(xi)) subject to the Company's obligations in respect of collecting accounts receivable of the PPG Business pursuant to Section 8.4; (ii) any computer hardware or software not used exclusively in the PPG Business and any computer hardware or software not located at the PPG Facilities (regardless of whether such software or hardware is used exclusively in the PPG Business), (iii) all indemnity rights and other claims interests under (including those of sponsor and actions arising out of occurrences before administrator, as applicable), and all assets of, any employee benefit plan maintained by PPG or after the Closing its Affiliates, or ERISA Affiliates, including, without limitation, any Employee Plan, except to the extent primarily arising out of otherwise explicitly provided in accordance with Article IX hereof, (iv) any PPG Contracts and any PPG Leases not used exclusively in the PPG Business, (v) any PPG Contract or that primarily relate to any PPG Leases for which Required Consents were not obtained as of the Excluded Assets or Retained Liabilities, whether arising Closing Date (it being understood that the benefits and obligations of such PPG Contracts and PPG Leases shall be assigned to the Company to the extent such contract has been restructured as contemplated by way of counterclaim or otherwise; Section 7.1 hereof and such Contracts will be assigned to the Company if the Required Consents relating thereto are obtained after Closing); (jvi) all PPG franchise tax registrations and sales and use tax permits, (vii) all PPG Tax refunds and credits attributable to periods (or portions thereof) ending on or before the Closing, (viii) all of PPG or its Affiliates' rights, claims, credits, causes of action or rights of setoff against third parties relating to insurance coverage covering the PPG Business with respect to events occurring or claims arising prior to the Closing Date, except to the extent included in the PPG Assets pursuant to Section 2.2(a)(vii), (ix) cash (other than ▇▇▇▇▇ cash located at the Field Locations), bank accounts, cash equivalents and other similar types of investments, certificates of deposit, U.S. Treasury bills and other marketable securities that accrue exist on the Closing Date, (x) any assets of PPG or will accrue its Affiliates used in the performance of the Ancillary Agreements to Transferor under which PPG or any such Affiliate is a party; (xi) any and all inventory and other assets relating to PPG hydrophobic products (a/k/a Aquapel Glass Treatment), (xii) all assets, including inventory, of (or located at) PPG's manufacturing facilities including Chillicothe, Ohio and any central distribution centers (xiii) all patents, trademarks and tradenames and other intellectual property, except to the extent specifically licensed to the Company pursuant to this Agreement or any other Transaction Document; and the Ancillary Agreements, (kxiv) all web sites and domain names, (xv) any assetslease relating to real property used for regional manager or equivalent positions, propertiesand corporate headquarters locations unless such lease is identified on Schedule 6.6(b), claims or rights of (xvi) the PPG Owned Trucks (it being understood that the Company shall purchase the PPG Owned Trucks from PPG after Closing as set forth in Section 3.4 hereof); and (xvii) assets relating to any operations, functions or businesses of Guarantor or any of its Subsidiaries PPG Facilities shut down prior to the extent not involved in date hereof (collectively, the Mortgage Servicing Platform"Excluded PPG Assets" and, together with the Excluded Apogee Assets, the "Excluded Assets").

Excluded Assets. Notwithstanding anything in The Assets do not include, and Seller does hereby expressly except and exclude from this Agreement to the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee shall not acquireTransaction and reserves to itself, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights each of Guarantor or its Subsidiaries other than the Transferred Assets following (all such assets, properties, claims and rights, collectively, the “Excluded Assets”): (a) all rights, claims, and causes of action (including warranty and similar claims, indemnity claims, and defenses, and any and all contract rights, claims, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments, or other claims of any nature in favor of Seller), includingwhether arising before, on, or after the Effective Time, to the extent such rights, claims, and causes of action relate to any of the Retained Liabilities or Seller’s indemnity obligations under this Agreement; (b) any accounts receivable, trade accounts, accounts payable (other than Suspense Funds), or any other receivables attributable to the Assets and accruing in the period before the Effective Time; (c) any documents related to the process of selling the Assets, including Seller’s or its Affiliates’ economic projections or analyses relating to the Assets and any proposal received with respect to the Assets; (d) all corporate, financial (including consolidated financial statements), Tax, and legal (other than title opinions) records of Seller unrelated to the Assets; (e) all contracts of insurance and contractual indemnity rights unless otherwise assigned or transferred pursuant to Section 1.2(j); (f) except to the extent related to an upward adjustment to the Cash Consideration, all Hydrocarbons from or attributable to the Assets with respect to all periods prior to the Effective Time, and all proceeds attributable thereto (and, for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or in respect excluding Inventory as of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns Effective Time and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to TransfereeImbalance Volumes); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schemaall claims for refunds, credits, or database structures, included in the Transferred Softwaresimilar benefits relating to Seller Taxes; (h) all documents and instruments of Seller (or any Software Affiliate of Seller) that is not Transferred Software are (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely 1) subject to the extent un-Affiliated third-Person contractual restrictions on disclosure or transfer (unless Buyer notifies Seller in advance in writing that it is licensed pursuant willing to Section 5.13 hereofpay a specific fee associated therewith (if any), to such unaffiliated third Person in which case Seller will request that any such restriction be waived without the requirement for Seller to make payment of additional consideration), (2) interpretative or subjective data, (3) personnel information, and (4) Income Tax information and claims retained by Seller received from, and records of negotiations with, third Persons and economic analyses associated therewith except as provided in Article IX; (i) all indemnity rights the files, records, and other claims and actions arising out of occurrences before or after the Closing data relating to the extent primarily arising out of Assets that are maintained by Seller or that primarily relate to any its Affiliates (1) on Seller’s or its Affiliate’s email systems or (2) in emails, schedules, notes, calendars, contacts, or task lists of the Excluded Assets employees of Seller or Retained Liabilitiesits Affiliates, whether arising by way in each case of counterclaim (1) and (2), excepting and excluding from the foregoing any privileged attorney-client communications or otherwisedocuments (other than title opinions); (j) all rights geological surveys, seismic records, gravity maps, gravity meter surveys, seismic surveys and other similar geological or claims geophysical surveys or data covering any portion of the Properties, in each case only to the extent such data is not transferable (including any such data that accrue is only transferable, for example, upon the payment of any fee or will accrue additional consideration (unless Buyer agrees in advance in writing to Transferor under this Agreement pay such fee or consideration)) or the transfer of which would result in a breach of any confidentiality restrictions owed to Persons other than Seller or its Affiliates; (k) all master service agreements and all drilling contracts; (l) any logo, service ▇▇▇▇, copyright, trade name, domain name, phone number, or trademark of or associated with Seller or any other Transaction DocumentAffiliate of Seller or any business of Seller or of any Affiliate of Seller; and (km) refunds due Seller by a third Person for any assetsoverpayment of rentals, propertiesroyalties, claims excess royalty interests, or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries production payments attributable to the extent not involved in Assets with respect to any period of time prior to the Mortgage Servicing PlatformEffective Time.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall constitute or be construed as conferring on Buyer, and Buyer is not acquiring, any right, title or interest of Seller or its Affiliates in or to the contrary, Guarantor and its Subsidiaries shall retainfollowing assets whether or not associated with the Purchased Assets or the Gasification Real Property, and which are hereby excluded from the Transferee shall not acquiresale and from the definition of Purchased Assets and the Gasification Real Property herein (the “Excluded Assets”): (a) Certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness and interests in joint ventures, partnerships, limited liability companies and other entities; (b) All cash, cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise), prepaid expenses relating to the ownership and operation of the Purchased Assets and the ownership of the Gasification Real Property and any direct income, sales, payroll or indirect other receivables with respect to Taxes; (c) The right, title and interest of Seller and its successors, assigns, Affiliates and/or Representatives in and toto the names “Wabash River Station” or any derivation or variation thereof, as well as any assetsrelated or similar name, or any other trade names, trademarks, service marks, corporate names and logos, or any part, derivation, colorable imitation or combination thereof, other than as specified in Section 2.1(a)(viii); (d) Except to the extent, if any, constituting a Seller’s Agreement, all tariffs, agreements and arrangements to which Seller or any Affiliate thereof is a party for the purchase or sale of electric capacity and/or energy or for the purchase or sale of ancillary services involving the Purchased Assets or otherwise; (e) Except in respect of Assumed Liabilities, the rights of Seller or any Affiliate thereof in and to any causes of action against third parties relating to any Acquired Real Property, Tangible Personal Property, Unit 1 Permits, Station Permits, Taxes or Seller’s Agreements, if any, including any claims for refunds (other than those Tax refunds that are covered by Section 2.2(f)), prepayments, offsets, recoupment, insurance proceeds, condemnation awards, judgments and the like, whether received as payment or credit against future liabilities, relating specifically to Unit 1 or the Acquired Real Property and relating to any period prior to the Closing Date; (f) Any refunds of Taxes attributable to the Purchased Assets and the Gasification Real Property, which refunds are the result of proceedings that, prior to the Closing Date, were instituted by Seller or its Affiliates regardless of when actually paid; (g) All employees of Seller and all personnel records other than records the disclosure of which to Buyer is required by Law; (h) The minute books, stock transfer books, corporate seal and other corporate records of Seller; (i) Any amount received after the Closing Date for electricity generated by Unit 1 that was sold or delivered prior to the Closing Date; (j) All insurance policies relating to the Purchased Assets and the Gasification Real Property; (k) Any and all of Seller’s rights in any contract or arrangement that is not a Seller’s Agreement or that represents an intercompany transaction between Seller and an Affiliate of Seller, whether or not such transaction relates to the provision of goods and services, payment arrangements, intercompany charges or balances, or the like; (l) Seller’s rights under this Agreement, the Related Agreements and the Transaction Agreements; (m) All rights to the services of employees of Seller and all rights under and with respect to any ERISA Affiliate Plans; (n) All of Seller’s electric generating units at the Station other than Unit 1 and the other properties, claims assets and rights set forth on Schedule 2.2(n); (o) All electrical transmission facilities of Guarantor Seller or any of its Subsidiaries other than Affiliates located at the Transferred Assets Station (all such assets, properties, claims and rights, collectively, the whether or not regarded as a “Excluded Assets”transmission” asset for regulatory or accounting purposes), includingincluding all switchyard facilities, substation facilities and support equipment (and related permits, contracts and warranties), but excluding, for the avoidance of doubt:, those generation step-up transformers set forth on Schedule 2.1(a)(iii); (ap) any refundsAll assets, creditsequipment and tangible or intangible personalty and rights that are not Purchased Assets, overpayments that are owned, operated or other recoveries of, against used by Seller or its Affiliates at the Station but not solely for or in respect connection with Unit 1, including without limitation those assets, equipment and tangible or intangible personalty and rights that are used in connection with the operation or support of any Taxes imposed on two or more of Seller’s electric generating units at the Station, whether or not including ▇▇▇▇ ▇ (such assets and properties, the “CF” including those items described in Schedule 2.2(p)). For the avoidance of doubt, Seller is not transferring or otherwise conveying to Buyer hereunder, as part of the Purchased Assets or otherwise, any interest in the CF; it being understood that, subject to the terms and conditions thereof, Seller shall make available to Buyer under the Facilities Operation and Services Agreement a right to use the CF commensurate with the Purchased Assets; (q) Any and all rights in, under or to any real property other than the Acquired Real Property; (r) The Station Permits, the Parties acknowledging and understanding that Buyer’s rights and obligations with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns Station Permits shall be in accordance with and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included as set forth in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor Facilities Operation and its Subsidiaries may retain copies of any such Transferred Software solely to Services Agreement and the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights Operation and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction DocumentMaintenance Agreement; and (ks) any assetsAny Emissions Allowances other than those that will belong to Buyer, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved as described in the Mortgage Servicing PlatformSection 3.8.

Excluded Assets. Notwithstanding anything in this Agreement The Company is not selling, assigning or conveying to the contraryPurchaser, Guarantor and its Subsidiaries shall retainthe Purchaser is not purchasing, and the Transferee Assets shall not acquire, include any direct or indirect right, title and interest in and to, any of the following assets, propertiesrights or properties relating to the Vending Operations of any kind or nature, claims set forth below, whether real, personal or mixed, tangible or intangible, whether identifiable or contingent, wherever located, whether or not reflected on the books and rights records of Guarantor or its Subsidiaries other than the Transferred Assets Company (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubtwhich Excluded Assets are set forth below: (ai) any cash and cash equivalents, all tax and insurance refunds and all prepaid expenses, refunds, creditssecurity and like deposits (other than any Cure Deposit), overpayments securities, instruments and other investments of the Company which relate to any Excluded Liabilities, and all bank accounts; (ii) all trade accounts and other accounts receivable of the Company; (iii) the Retained Contracts; (iv) the assets set forth on Schedule 1.01(b)(iv) hereof; (v) all intellectual property used exclusively in the Vending Operations and not in the Business, including all (A) copyrights, source code and other software exclusive to the Vending Operations and not in the Business, whether domestic or other recoveries offoreign, against registered or common law, (including without limitation, all goodwill associated with any of the foregoing, licenses in respect of any Taxes imposed on or with respect to of the Transferred Assets foregoing, and claims for a Pre-Closing Tax Period or any Taxes infringement of or imposed on Transferor or interference with any of its Affiliates; the foregoing and the right to recover past damages); (bB) Tax Returns all tradenames, tradename rights, trademarks, trademark applications, trademark rights, service marks, service ▇▇▇▇ rights, tradedress, domain names, URLs, web pages, in any case, whether domestic or foreign or registered or common law, listed on Schedule 1.01(b)(v) (including without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing, and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (C) the invention disclosure, the issued design patent, pending U.S. patent applications and corresponding international and foreign counterpart applications and issued patent listed on Schedule 1.01(b)(v), including any applications, continuation applications, divisional applications, issued patents, reexaminations and reissues thereof, whether domestic or foreign (including without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing, and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (D) all confidential information, trade secrets, designs, specifications, know-how and other books proprietary information and records related to Taxes paid or payable by Transferor or any of its Affiliates; technology used exclusively in the Vending Operations and not in the Business; and (cE) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transfereeall intellectual property set forth on Schedule 1.01(b)(v); (dvi) any accounts receivable all mailing lists, customer lists, price lists, supplier lists, market studies, training and equipment manuals, business opportunities, and businesses, projects and products planned or other receivablesunder development or used exclusively in the Vending Operations and not in the Business; (evii) any Information Technology or other tangible personal property other than corporate minute books, stock transfer records and the Transferred Tangible Personal Property and Transferred Software;corporate seal of the Company; and (fviii) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schemaall preference or avoidance claims and actions of the Company, or database structuresincluding, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of without limitation, any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any under Sections 544, 545, 547, 548, 549, 550 and 551 of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing PlatformBankruptcy Code.

Excluded Assets. Notwithstanding the provisions of Section 2.1 or anything in this Agreement to the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee shall not acquirecontrary herein, any direct or indirect rightand all assets, title title, rights and interest in in, to and to, any assets, properties, claims under the following assets and rights interests of Guarantor or its Subsidiaries other than the Transferred Assets Sellers (all such assets, properties, claims and rights, collectively, the “Excluded Assets”)) shall be retained by the Sellers, includingand Purchaser and its designees shall acquire no right, for title or interest in the avoidance of doubtExcluded Assets in connection with the Transaction: (a) any refundsall (i) cash and cash equivalents, creditswherever located, overpayments including bank balances and bank accounts or other recoveries ofsafe deposit boxes, against or monies in respect the possession of any Taxes imposed on banks, checks, funds in time and demand deposits, savings and loans or with respect to the Transferred Assets for a Pretrust companies and similar cash items, and (ii) investment securities and other short- and medium-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliatesterm investments; (b) Tax Returns any interest or consideration received by the Sellers or their Affiliates pursuant to, and other books all rights of the Sellers and records related to Taxes paid or payable by Transferor their Affiliates under, this Agreement or any of its AffiliatesRelated Document, including the right to receive the Purchase Price and to enforce the Sellers’ rights and remedies thereunder, subject to the terms hereof and thereof; (c) any Contracts(i) Attorney-Client Information and (ii) claims under any director and officer, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assignederrors and omissions, transferred fiduciary and conveyed to Transferee)commercial crime insurance policies; (di) all Tax assets and attributes of the Sellers and their Subsidiaries, (ii) all rights to income Tax refunds or credits of the Sellers and their Subsidiaries, and (iii) all rights to Tax refunds or credits with respect to any accounts receivable Excluded Asset or other receivablesExcluded Liability (in each case, limited to Tax assets, attributes, refunds or credits of Taxes that are Excluded Liabilities for which Sellers are responsible pursuant to the terms of this Agreement); (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Softwareall Excluded Contracts; (f) any Intellectual Property Rights other than Transferred IP Rightsthe Excluded Books and Records; (g) any data other than database schema, or database structures, included all cash in the Transferred SoftwareCasa Seller’s adequate assurance account relating to utilities under Section 366 of the Bankruptcy Code; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies all proceeds relating to any and all bonds, letters of any such Transferred Software solely to credit, guarantees or other security provided by the extent that it is licensed pursuant to Section 5.13 hereof)Sellers; (i) any shares or other equity interests in the Sellers, any of their Subsidiaries or any other Person or any securities of the Sellers, any of their Subsidiaries or any other Person; (j) all indemnity rights (i) Intellectual Property that is listed on Schedule 2.2(j)(i), and (ii) all other Intellectual Property owned by the Sellers or any of their Affiliates that is not Transferred Intellectual Property (collectively clauses (i) and (ii), “Excluded Intellectual Property”); (k) any prepayments and good faith and other bid deposits submitted by any third party under the terms of the Bid Procedure Order; (l) all of the Sellers’ and their Subsidiaries’ rights, claims or causes of action against third parties relating to the assets, properties, business or operations of the Sellers or their Subsidiaries (including all guaranties, warranties, indemnities and actions arising out similar rights in favor of occurrences before the Sellers or after the Closing any of their Affiliates) to the extent primarily arising out of or that primarily relate relating to any of the Excluded Assets or Retained Excluded Liabilities, in each case, whether arising by way of counterclaim or otherwise, and whether arising out of transactions occurring prior to, on or after the Closing Date; (jm) all rights under the Seller Benefit Plans and any trusts, funding vehicles and other assets related thereto; (n) the assets listed on Schedule 2.2(n); (o) all prepaid expenses, claims, deposits, prepayments, refunds, causes of action, demands, actions, suits, rights of recovery, rights under guarantees, warranties (express or claims that accrue implied), indemnities and all similar rights against third parties, rights of setoff and rights of recoupment, in each case, to the extent related to or will accrue used in or held with use for the Excluded Assets listed in clauses (a) through (n) above; and (p) all records and reports prepared or received by the Sellers or any of their Affiliates in connection with the sale of the Business and the Transactions, including all analyses relating to Transferor under the Business or Purchaser so prepared or received. Notwithstanding anything to the contrary contained in this Agreement or any of the other Transaction Document; and Related Documents, at any time prior to the Closing, Purchaser may, in its sole discretion, (ka) designate any assetsTransferred Asset as an Excluded Asset, propertiesand upon such designation such asset will constitute an Excluded Asset for all purposes of this Agreement and any Liabilities associated therewith shall be Excluded Liabilities, claims or rights and (b) designate any Transferred Intellectual Property as Purchaser Licensed IP, and upon such designation such Intellectual Property will constitute Licensed IP for all purposes of this Agreement. To the extent Purchaser makes a designation with respect to any asset pursuant to the preceding sentence, the applicable Exhibits and Schedules to this Agreement will be deemed to have automatically been updated (without action of any operationsParty or Person) to reflect such designation, functions and any and all Purchaser Licensed IP will be automatically listed in Schedule 7.6. If Purchaser exercises its rights in this paragraph to designate a Transferred Asset as an Excluded Asset or businesses to designate any Transferred Intellectual Property as Purchaser Licensed IP, then the Parties acknowledge and agree that there will be no reduction in the Purchase Price as a result of Guarantor such designation or change in designation, nor will there be any of its Subsidiaries delay to the extent not involved in the Mortgage Servicing PlatformClosing.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement to Agreement, the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee Acquired Assets shall not acquire, include any direct or indirect rightof Seller's rights, title and interest or interests in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets following (all such assets, properties, claims and rights, collectively, the “"Excluded Assets”), including, for the avoidance of doubt:"): (a) Those items expressly excluded pursuant to the provisions of Section 1.1 above, any refundsContract that is not an Assumed Contract, creditsand receivables relating exclusively to such Contracts. (b) All cash, overpayments cash equivalents and short term investments and all bank accounts. (c) All preference or other recoveries ofavoidance claims and actions of Seller, against including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Seller's rights under this Agreement and all Purchase Price payable or in respect deliverable to Seller pursuant to the terms and provisions hereof. (e) Insurance proceeds, claims and causes of any Taxes imposed on or action with respect to or arising in connection with (i) any Contract which is not assigned to Buyer at the Transferred Assets for a Closing, or (ii) any item of tangible or intangible property that is not an Acquired Asset. (f) Except as provided in Section 1.l(e), any interest in and to any refund of Taxes for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date (the "Pre-Closing Tax Period or Period"), including any interest in and to any refund of any Taxes of or imposed on Transferor or not relating to the Acquired Assets for any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights;period. (g) any data other than database schemaAny property (including real, personal, tangible or database structures, included in intangible) not listed on a Schedule pursuant to Section 1.1 or specifically excluded on the Transferred Software;attached Schedule 1.2(g). (h) any Software that is not Transferred Software (it being understood that Guarantor All inter-company notes receivable and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platforminter-company invoices.

Excluded Assets. Notwithstanding For the avoidance of doubt, and notwithstanding anything in this Agreement Section 2.1 to the contrary, Guarantor Seller and its Subsidiaries Buyer expressly acknowledge and agree that the Purchased Assets shall retainnot include, and the Transferee neither Seller nor any Selling Subsidiary is selling, transferring, assigning, conveying or delivering to Buyer, and Buyer shall not acquirepurchase, acquire or accept from Seller or any Selling Subsidiary, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectivelyproperties or assets set forth or described in paragraphs (a) through (n) below (the rights, properties and assets expressly excluded by this Section 2.2 being referred to herein as the “Excluded Assets”), including, for the avoidance of doubt:): (a) any refunds, credits, overpayments all Intellectual Property that is not Purchased Intellectual Property or other recoveries of, against or in respect of any Taxes imposed on or with respect licensed to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed Buyer under the Intellectual Property License Agreement, including the Intellectual Property set forth on Transferor or any of its AffiliatesSchedule 2.2(a); (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor any cash, cash equivalents, bank deposits, investment accounts, lockboxes, certificates of deposit, marketable securities, bank accounts, corporate credit cards, corporate calling cards of Seller or any Affiliate of its AffiliatesSeller, including any lease deposits; (c) any the Excluded Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or rights in any real property other receivablesthan the Assumed Leases; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred SoftwareExcluded Equipment; (f) any Intellectual Property Rights other than Transferred IP RightsExcluded Records; (g) any data other than database schema, or database structures, included in the Transferred SoftwareGovernmental Permits; (h) any information management system of Seller or any Affiliate of Seller, and all Software residing thereon, that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies exclusively related to, or exclusively used or exclusively held for use in, the operation or conduct of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof)Business or not otherwise listed as Purchased Equipment; (i) all indemnity rights and other claims and actions arising out any claim, right or interest of occurrences before Seller or after the Closing to the extent primarily arising out any Affiliate of Seller in or that primarily relate to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, the basis of the Excluded Assets which arises or Retained Liabilities, whether arising by way of counterclaim or otherwiseaccrues in any Pre-Closing Tax Period; (j) any insurance policies, binders and claims and rights thereunder and the proceeds thereof; (k) except as specifically provided in Section 5.6, all rights of the assets of the Benefit Plans; (l) any rights, claims, defenses or claims that accrue or will accrue to Transferor under this Agreement causes of action of Seller or any other Transaction DocumentAffiliate of Seller against Third Parties relating to the specific causes of action set forth on Schedule 2.2(l); (m) all call centers, and all external telephone numbers of any Business Employee that is not a Transferred Employee; and (kn) any assets, properties, claims securities or rights of equity interests in any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing PlatformPerson.

Excluded Assets. Notwithstanding anything in this Agreement to the contraryThe Purchased Assets do not include, Guarantor and Seller and its Subsidiaries Affiliates shall retainreserve and retain all assets and properties of Seller and its Affiliates that are not Purchased Assets, and including the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets following assets (all such assets, properties, claims and rights, collectivelyassets excluded pursuant to this Section 2.2, the “Excluded Assets”): (a) all Cash and Cash Equivalents; (b) certificates of deposit, shares of stock, securities, bonds, debentures, evidence of Indebtedness, and any other debt or equity interest in any Person other than the Labo Interests; (c) all assets used by Seller in performing corporate, support, administrative, and other services, whether or not located in the Territories; (d) all Benefit Plans and all assets relating to the Benefit Plans, except for those assets transferred pursuant to Section 7.13; (e) all information technology and communications equipment (other than the IT Assets), includingnetwork resources, software or Contracts relating thereto, websites and integrated systems, which, for the avoidance of doubt:, may also be used in connection with the Business and the operation of the Purchased Assets and may include assets to which the IT Assets connect or with which the IT Assets communicate; (af) (i) all Contracts to which Seller or any of its Affiliates is a party existing as of the date hereof that are not Transferred Contracts (including all Shared Contracts), and (ii) except as otherwise provided in Section 7.7 or unless otherwise elected by Buyers to be included as Purchased Assets, any Transferred Contract that is entered into after the date hereof that, if existing on the date hereof, would be required to be set forth on Schedule 5.10(a) as a Material Contract (all of the foregoing, the “Retained Agreements”); (g) any refundsassets that have been disposed of by Seller or its Affiliates in compliance with this Agreement after the Effective Date and prior to the Closing; (h) all books and records (other than the Documents located in the Territories or otherwise available and reasonably accessible in digital form), creditsincluding: (A) the corporate seal, overpayments Governing Documents, minute books, or stock books of Seller or any of its Affiliates (other recoveries ofthan Labo), against and the original financial and accounting books and records and Tax Returns of Seller or in respect any of its Affiliates other than Labo (including supporting work papers and other documents relating to the financial, accounting, and Tax policies of Seller, such as transfer pricing studies and other proprietary information related to the preparation and filing of Tax Returns, calculations of Tax, and similar matters but, excluding for the avoidance of doubt, Asset Tax records); and (B) copies of any Taxes imposed on or with respect Documents and books and records relating to the Transferred Assets for a Pre-Closing Tax Period or any Taxes ongoing businesses (other than the Business) of or imposed on Transferor Seller or any of its Affiliates; (bi) Tax Returns the Seller Marks and any other books and records Intellectual Property that is not Business Intellectual Property; (j) any refund or credit related to Taxes paid by or on behalf of Seller or Labo, whether such refund is received as a payment or as a credit (in lieu of refund) against future Taxes payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely except to the extent that it is licensed such refund or credit relates to Tax payments allocated to Buyers pursuant to Section 5.13 3.4(b) hereof); (ik) except as otherwise provided in Section 2.1(o), all Claims of Seller or its Affiliates against any Person; (l) all indemnity insurance policies, and, subject to Buyers’ rights under Section 7.14(a), rights thereunder, including any such policies and rights in respect of the Purchased Assets or the Business; (m) the rights of Seller and its Affiliates arising under or in connection with this Agreement, any certificate or other claims document (including the Ancillary Agreements) delivered in connection herewith, and actions any of the Transactions; (n) all attorney-client privilege, attorney work product privilege or other applicable legal privilege of Seller or any of its Affiliates or Representatives arising out with respect to legal counsel representation of occurrences before Seller or after its Affiliates or the Closing Business and all documents to the extent primarily arising out of subject to the attorney-client privilege, attorney work product privilege or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwiseother applicable legal privilege described in this Section 2.2(n); (jo) all rights or claims that accrue or will accrue to Transferor in, to, and under this Agreement all Permits and other rights under any Law, other than the Transferable Permits; (p) other than Labo, any investment in the Interests of (or any intercompany advances to) any Affiliate of Seller; (q) all records relating to the Business that Seller or any Affiliate of Seller is required by Law to retain in its possession to the extent so required and all human resources, medical, and personnel records (other Transaction Documentthan any Purchased Documents); (r) all documents maintained by Seller or its Affiliates in connection with the Transactions; (s) the assets and other rights set forth on Schedule 2.2(s); (t) all real property and real property interests located in the Territories owned, used, or leased by Seller or its Affiliates that are not Primarily Related to the Business; and (ku) any assetsother asset, propertiesproperty, claims or rights right of any operationsevery kind or description, functions wherever located, whether real, personal, or businesses mixed, tangible or intangible of Guarantor Seller or any of its Subsidiaries to the extent Affiliates that is not involved in the Mortgage Servicing Platforma Purchased Asset.

Excluded Assets. Notwithstanding Buyer expressly understands and agrees that, notwithstanding anything to the contrary provided in Section 2.1(b), the following assets, rights and properties of the Asset Sellers (the “Excluded Assets”) shall be retained by Seller Parent, the Asset Sellers and their Affiliates (other than the Business Subsidiaries), and shall be excluded from the Purchased Assets: (i) All cash and cash equivalents, including all cash and cash equivalents held in or as bank and other depositary accounts and safe deposit boxes, demand accounts, certificates of deposit, time deposits, and securities and brokerage accounts, and investments (other than the Equity Interests), except, in any case, (i) to the extent reflected in the calculation of the Final Cash Amount or (ii) any fiduciary assets or cash otherwise held on behalf of clients of the Business (for the avoidance of doubt, the parties acknowledge that the assets and cash referred to in this Agreement clause (ii) will be transferred, conveyed and delivered to Buyer at Closing); (ii) Without limiting any rights under Section 2.2, all rights under Contracts that are not Transferred Contracts, including (A) the Contracts listed on Schedule 2.1(c)(ii) (such Contracts, the “Specified Excluded Contracts”), (B) all Contracts that are not primarily related to the contraryBusiness, Guarantor and (C) all of the right, title and interest of Seller Parent and its Subsidiaries shall retainAffiliates (other than the Business Subsidiaries) in any Multiparty Shared Client Contract; (iii) Other than the real estate leases listed on Schedule 2.1(b)(iii), and (A) all of the Transferee shall not acquire, any direct or indirect Asset Sellers’ right, title and interest in owned and toleased real property and other interests in real property, and (B) all such right, title and interest under each real property lease, sublease or other Contract pursuant to which any assetsof the Asset Sellers leases, propertiessubleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, claims including all improvements, fixtures and appurtenances thereto and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliatesthereof; (biv) Tax Returns All rights to the names “Aon”, “▇▇▇▇▇▇” and other books and records any related or similar Trademarks or Domain Names, to Taxes paid or payable by Transferor the extent the same incorporate the name “Aon,” “▇▇▇▇▇▇” or any of its Affiliates; (c) variation thereof, together with any ContractsContracts granting rights, other than or in which rights are granted, to the Transferred Contracts use the same (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platform.the

Excluded Assets. Notwithstanding anything in this Agreement Other than the Assets being purchased pursuant to the contrarySection 1.1, Guarantor and its Subsidiaries shall retainPurchasers expressly agree that they are not purchasing or acquiring, and the Transferee shall Sellers are not acquireselling, conveying, transferring, assigning or delivering, any direct or indirect right, title and interest in and to, any other assets, properties, claims or rights owned, used or held for use by Sellers, and such properties, rights of Guarantor or its Subsidiaries other than and assets shall be excluded from the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for . For the avoidance of doubt, Excluded Assets include, without limitation: (ai) All vessel(s) under construction (together with all parts, materials, inventory or components that are a part thereof or are related thereto) pursuant to the (A) the ▇▇▇▇▇▇▇▇ Agreements, (B) the NCDOT Contract, and (C) the TXDOT Contract (items (A) - (C), collectively, the “Specified Excluded Contracts”); and (ii) any refunds, credits, overpayments or other recoveries of, against or rights under the Specified Excluded Contracts and related agreements entered into by GIS in respect connection with the construction of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliatesvessels described therein; (b) Tax Returns All equipment and other books and records related to Taxes paid or payable by Transferor or any of its Affiliatesassets (including applicable listed scrap material) specifically identified on Schedule 1.2(b) hereto; (c) any Contracts, All Intellectual Property other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee)Purchased IP; (d) any accounts receivable or All other receivablesintangible assets that are not part of the Business Goodwill, including the names of Sellers, and all telephone and facsimile numbers; (e) Any rights of Sellers to receive refunds, credits or rebates of Taxes paid with respect to the Assets or the Business with respect to any Information Technology period or other tangible personal property other than portion thereof ending prior to the Transferred Tangible Personal Property and Transferred SoftwareClosing Date; (f) any Intellectual Property Rights other than Transferred IP RightsAll employee benefit plans (including plan assets) maintained by, or covering employees of, Sellers; (g) All rights of Sellers to causes of action, lawsuits, judgments, claims and demands of any data nature accruing before or on the Closing Date and all counterclaims, rights of setoff, rights of indemnification and affirmative defenses to any claims that may be brought against Sellers by third parties, other than database schema, or database structures, included in any of the Transferred Softwareforegoing related to the Assets; (h) any Software that is not Transferred Software (it being understood that Guarantor All of Sellers’ insurance policies and its Subsidiaries may retain copies of any such Transferred Software solely all rights to the extent that it is licensed pursuant to Section 5.13 hereof)applicable claims and proceeds thereunder; (i) all indemnity All rights and other claims interests of Sellers under all certificates for Sellers’ insurance, binders for insurance policies and actions arising out of occurrences before insurance policies under which Sellers are or after have been insured or under which the Closing to the extent primarily arising out of Business or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim the Assumed Liabilities are or otherwisehave been insured before or on the Closing Date; (j) The organizational documents, ledgers and minute books, books of account or other records having to do with the organization of Sellers, all rights employee-related or claims that accrue employee benefit-related files or will accrue to Transferor under this Agreement or records, and any other Transaction Documentbooks and records which Sellers are prohibited from disclosing or transferring to Purchasers under applicable Law and are required by applicable Law to retain; (k) All rights with respect to billed accounts receivable that relate to work performed or services provided by the Sellers prior to the Closing other than any retainage; (l) All privileged attorney-client communications of Sellers or their Affiliates received or transmitted prior to the Closing; and (km) any assets, propertiesAll rights, claims or rights causes of any operations, functions or businesses action of Guarantor or any of its Subsidiaries to Sellers under this Agreement and the extent not involved in the Mortgage Servicing PlatformAcquisition Documents.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement Agreement, in no event shall any Seller be deemed to the contrarysell, Guarantor and its Subsidiaries shall retaintransfer, assign or convey, and the Transferee each Seller shall not acquire, any direct or indirect retain all of such Seller’s right, title and interest to, in and tounder, any the following assets, properties, claims interests and rights of Guarantor or its Subsidiaries other than the Transferred Assets each Seller (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt:): (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Preall Non-Closing Tax Period or any Taxes of or imposed on Transferor or any of its AffiliatesAssumed Contracts; (b) Tax Returns and other books and records related to Taxes paid all Documents (whether copies or payable by Transferor or any of its Affiliates; originals): (ci) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily they relate solely to any of the Excluded Assets or Retained Excluded Liabilities, whether arising (ii) that a Seller is required by way Law to retain and is prohibited by Law from providing a copy of counterclaim to the Purchaser, (iii) that were prepared primarily in connection with the transactions contemplated by this Agreement, including bids received from third Persons, and (iv) that constitute Excluded Documents. (c) all shares of capital stock or otherwiseother equity interests of any Seller or any Affiliate of any Seller or securities convertible into, exchangeable or exercisable for any such shares of capital stock or other equity interests, other than the Transferred Equity Interests; (jd) any of Sellers’ director and officer insurance policies, fiduciary policies or employment practices policies (in each case of the foregoing, including any tail policies or coverage thereon) and any of Sellers’ rights, claims, demands, proceedings, credits, causes of action or rights of set off thereunder; (e) any preference or avoidance claims or causes of action under the Bankruptcy Code or applicable state Law with respect to the Excluded Assets, including, without limitation, all rights and claims of Sellers arising under Chapter 5 of the Bankruptcy Code with respect to (A) the assets excluded from the transaction contemplated hereby pursuant to this Section 2.2 or (B) the assets purchased by Purchaser under Section 2.1; (f) all rights or claims that accrue or will accrue Sellers may have against any Person solely with respect to Transferor any other assets excluded from the transaction contemplated hereby pursuant to this Section 2.2; (g) each Seller’s rights, interests and benefits under this Agreement or any other Transaction DocumentAgreement; (h) each Seller Plan that is not an Assumed Plan (the “Excluded Plans”); and (ki) any assetsthe contracts, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platformproperties and assets set forth on Schedule 2.2(i).

Excluded Assets. Notwithstanding anything to the contrary in this Agreement Agreement, in no event shall Sellers be deemed to the contrarysell, Guarantor transfer, assign, convey or deliver and its Subsidiaries Sellers shall retain, and the Transferee shall not acquire, any direct or indirect retain all right, title and interest in in, to and to, any under the following assets, properties, claims interests and rights of Guarantor or its Subsidiaries other than the Transferred Assets each such Seller (all such assets, properties, claims and rights, collectively, the “Excluded Assets”): (a) all cash and cash equivalents that are not OpCo Closing Cash or PropCo Closing Cash; (b) all Contracts of Sellers listed on Schedule 1.3(b) and all Contracts designated for exclusion in accordance with Section 1.7 (the “Excluded Contracts”), including, ; (c) all bank accounts listed on Schedule 1.3(c) (for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or no OpCo Closing Cash will be held in respect of any Taxes imposed on or with respect such retained bank accounts but shall be transferred to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related OpCo Purchaser pursuant to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to TransfereeSection 1.1(b)); (d) all Personal Data that any accounts receivable Seller is required by Law to retain or other receivablesis prohibited by or would otherwise contravene applicable Law or Sellers’ applicable policies from transferring to a Purchaser, including credit card numbers or related customer payment source or social security numbers; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred SoftwareTax Returns that do not constitute Documents; (f) any Intellectual Property Rights other than Transferred IP Rights; all Documents (gi) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that they primarily relate to any of the Excluded Assets or Retained Excluded Liabilities or (ii) that any Seller is required by Law to retain or is prohibited by Law from transferring to OpCo Purchaser (collectively, the “Excluded Documents”); provided that, in each case of (i) and (ii), OpCo Purchaser shall have the right, to the extent permitted by applicable Law, to make copies of any portions of any Excluded Documents; (g) all shares of capital stock or other equity interests of any Seller or securities convertible into, exchangeable or exercisable for any such shares of capital stock or other equity interests; (h) any records, documents or other information relating to employees of Sellers who are not Transferred Employees, and any materials containing information about any Transferred Employee, disclosure of which would violate applicable Law; (i) all claims or actions that any Seller may have against any Person to the extent related to any other Excluded Assets or any Excluded Liabilities, whether arising by way of counterclaim or otherwise; (j) all Sellers’ corporate charter, minute and stock record books and corporate seal; provided that OpCo Purchaser shall have the right to make copies of any portions of such documents relating to the Acquired Assets; (k) Sellers’ rights or claims that accrue or will accrue to Transferor under this Agreement Agreement, or any agreement, certificate, instrument or other document executed and delivered between any Seller and any Purchaser in connection with the transactions contemplated hereby, or any other Transaction Documentagreement between any Seller and any Purchaser entered into on or after the date hereof; (l) any Contracts of Sellers relating to Indebtedness incurred by the Company or any Subsidiary of the Company; and any Contracts between any Seller, on the one hand, and any equity holder of any Seller (including any Person who has the right to acquire equity of any Seller, whether as the result of an exchange, conversion, exercise, or otherwise) in such Person’s capacity as an equity holder of any Seller, on the other hand (including any stock purchase, shareholders’, registration rights or similar agreements), except to the extent expressly included in the Assigned Contracts; (m) any Tax asset, Tax refund, or prepaid Tax of Sellers, other than as set forth in Sections 1.1(v), 1.1(w), 1.2(i), and 1.2(j); (n) all assets, rights and properties to the extent relating to any Seller Plan that is not an Acquired Seller Plan; (o) the Leases related to the Stores set forth on Schedule 1.3(o) (the “GOB Stores”); provided that OpCo Purchaser shall have the right to add (but not remove) any Store to Schedule 1.3(o) on or prior to the day prior to the OpCo Closing Date; (p) all Excluded Insurance Policies; and (kq) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platformproperties and assets set forth on Schedule 1.3(q).

Excluded Assets. Notwithstanding anything The Purchased Assets shall exclude any and all assets or properties that are not set forth in this Agreement to the contrary, Guarantor and its Subsidiaries shall retainSection 2.1, and the Transferee shall following items (all such excluded assets and properties being the “Excluded Assets”): 2.2.1 All cash on hand and cash equivalents, including bank accounts, money market funds, marketable securities and temporary cash investments, to the extent not acquireincluded in the Accounts Amount. 2.2.2 Claims, demands, causes of action, choses in action, rights of recovery, rights of set-off, rights to refunds and similar rights in favor of the Sellers or any direct Affiliate of the Sellers of any kind to the extent (a) relating to the Excluded Assets or indirect the Retained Liabilities or identified on Schedule 2.2.2 or (b) relating to the ownership of the Purchased Assets, or operation of the Business, prior to the Effective Time. 2.2.3 All Excluded Intellectual Property. 2.2.4 All Excluded IT Equipment. 2.2.5 All Excluded Wilmington Calciner Contracts. 2.2.6 To the extent not included in the Accounts Amount, all of the Sellers’ and any of their Affiliates’ right, title and interest in and toto all accounts receivable (including payments for all finished and unfinished products which are en route to any customer of the Business (including any Affiliates of the Sellers) where title has passed to the customer), exchange balances and all notes, bonds, and other evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other activities of the Business occurring in connection with and attributable to the ownership or operation of the Purchased Assets or the Business prior to the Effective Time and the security arrangements, if any, related thereto, including any assetsrights with respect to any Third Party collection procedures or any other actions or proceedings in connection therewith. 2.2.7 All of the Sellers’ rights or obligations relating to the Business arising under any outstanding receivable or payable, propertiesnote or loan (including any intercompany accounts) between any Seller, on the one hand, and any other Seller or Affiliate of a Seller, on the other hand. 2.2.8 Subject to Article 6, Section 7.2 and the Technology Agreement, those Contracts and Permits relating exclusively to the ownership or operation of the Purchased Assets or the Business as currently operated by the Sellers that are not transferrable as a result of a failure to obtain consent, or other similar required condition (including any waiver of any right of first refusal, right of first offer, or other similar preemeptive right) to effect the assignment to and assumption by the Buyer and every Contract and Permit, which by its own terms, cannot be transferred or conveyed to the Buyer (provided that the foregoing shall neither relieve Sellers nor Buyer of their respective obligations under Section 7.2). 2.2.9 All Contracts and Permits of any Sellers or any Affiliate of any Sellers that may be used in the Business but that do not relate exclusively to the Purchased Assets or to the Business as conducted prior to the Effective Time by the Sellers or their Affiliates, including the National Multi-Site Contracts. 2.2.10 Any real property fee interest, lease, license, easement, franchise, right-of-way or such other ownership, leasehold, access or occupancy right in real estate (including constituent) that is not transferrable as a result of a failure to obtain consent or other similar required condition (including any waiver of any right of first refusal, right of first offer, or other similar preemeptive right) to effect the assignment to and assumption by the Buyer (provided that the foregoing shall neither relieve Sellers nor Buyer of their respective obligations under Section 7.2 or Section 7.9). 2.2.11 All rights or claims by any Sellers or any Affiliate of any Sellers to any Tax refund relating to the Business covering or relating to the period prior to the Effective Time. 2.2.12 All assets related to the Seller Plans. 2.2.13 Subject to Article 16, all rights, titles, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or in respect interests of any Taxes imposed on Sellers or any Affiliate of any Sellers relating to operations associated with the Business as conducted prior to the Effective Time (i) under any policy or agreement of insurance, (ii) under any bond, (iii) to or under any condemnation damages or awards in regard to any Taking with respect to the Transferred Assets for a Pre-Purchased Assets, or (iv) to any insurance or bond proceeds. 2.2.14 All feedstocks, blendstocks and products that are used or produced by the Facilities that are in transit on the Closing Tax Period Date, except to the extent they are included in Hydrocarbon Inventory. 2.2.15 Subject to Section 7.8, guaranties, indemnities, surety bonds, letters of credit, or other credit support or financial assurances issued or provided by any Sellers or any Taxes Affiliate of or imposed on Transferor or any Sellers with respect to the conduct of its Affiliates;the Business prior to the Effective Time. (b) Tax Returns and other 2.2.16 All books and records related other than the Books and Records. 2.2.17 All right, title and interest in the ▇▇ ▇▇▇▇▇ and any licenses or other rights to Taxes paid use, display or payable by Transferor otherwise exploit the ▇▇ ▇▇▇▇▇. 2.2.18 All right, title and interest in the ampm Marks, and any licenses or any other rights to use, display or otherwise exploit the ampm Marks, except as otherwise may be granted to the Buyer pursuant to the Master Franchise Agreement. 2.2.19 All rights of its Affiliates;the Sellers or their Affiliates under or pursuant to this Agreement and the Other Agreements and transactions contemplated hereby. 2.2.20 All intercompany debt between the Sellers or their Affiliates and the ▇▇▇▇▇▇ ▇▇▇▇▇ Company (c) any Contractswhich will be settled prior to Closing). 2.2.21 Any ▇▇▇▇▇▇ Land Company Settlement Fund Claims. 2.2.22 The Excluded ARCO Retail Network. 2.2.23 All Excluded Thrifty Agreements and all Excluded Thrifty Sites. 2.2.24 All Non-BFO Facilities, other than the Transferred Contracts (Included Fuel Retail Sites in Escrow. 2.2.25 All Excluded Retail Fuel and Convenience Marketing Contracts. 2.2.26 All rights, titles, claims and interests of the Sellers or any Affiliate of the Sellers in and to any Excluded Environmental Credits. 2.2.27 Any title to or ownership rights with respect to assets, property improvements, appurtenances, fixtures, equipment or goods located at the Real Property Interests which are not owned by Sellers or any of their Affiliates, including equipment owned by contractors or other Third Parties, spare parts on consignment, chemicals on consignment, and leased and rented equipment, vehicles and other leased items. 2.2.28 All rights of Sellers and their Affiliates in and to the portion of Shared Contracts not required Environmental Control Bonds relating to the Refinery Business. 2.2.29 All rights and obligations related to that certain Office Lease dated November 1, 1993, as amended from time to time, including most recently on November 6, 2009, between BPCNAI and The Realty Associates Fund IX, L.P. for the space in the buildings located at 4 and ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. 2.2.30 Other assets, if any, identified by category on Schedule 2.2.30. Except with regard to Sellers’ Standards and any other Excluded Assets licensed or otherwise to be or otherwise not assigned, transferred and conveyed provided to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor Buyer under this Agreement or any other Transaction Document; and of the Other Agreements, the Sellers may remove at any time or from time to time, any and all of the Excluded Assets (kincluding those Excluded Assets that the Sellers reasonably determine are the subject of Section 12.1.2) from the Facilities (at the Sellers’ expense, but without charge by the Buyer for storage). Furthermore, the Sellers agree to use Reasonable Efforts to have the Excluded Assets (including those Excluded Assets that the Sellers reasonably determine are the subject of Section 12.1.2) owned by the Sellers or their Affiliates removed from the Facilities within one hundred eighty (180) days following the Closing Date. The Sellers agree that they will consult with the Buyer in advance of taking any assets, properties, claims such actions following the Closing Date and the Parties shall adopt a mutually agreeable plan for such removal so that these actions will not unduly or rights unreasonably disrupt the normal operation of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing PlatformBusiness.

Excluded Assets. Notwithstanding anything in this Agreement herein to the contrary, Guarantor from and after the Closing, Seller and its Subsidiaries Affiliates shall retain, and there shall be excluded from the Transferee shall not acquiresale, any direct conveyance, assignment or indirect righttransfer to Buyer hereunder, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets shall not include, any of the Friendco Transferred Assets (all such assets, properties, claims and rights, except as set forth in Section 5.15) or the following Assets (collectively, the “Excluded Assets”), including, for the avoidance of doubt:): (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or all Assets with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes (including duty and tax refunds and prepayments) and net operating losses of or imposed on Transferor Seller or any of its Affiliates; (b) except to the extent set forth in Section 5.1(d), all Tax Returns and other books and records related to Taxes paid or payable by Transferor of Seller or any of its AffiliatesAffiliates and all Books and Records (including working papers) and tax software to the extent directly related thereto; (c) any Contracts, all insurance policies and rights thereunder other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee)Insurance Claims; (d) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items, in each case, only to the extent related to any accounts receivable or other receivablesAsset that is not a Transferred Asset; (e) any Information Technology or other tangible personal property other than all cash and cash equivalents, except for the Transferred Tangible Personal Property and Transferred SoftwareCash; (f) any Intellectual Property Rights other than Transferred IP Rightsall Intercompany Receivables; (g) any data all Contracts (including all Third Party Confidentiality Agreements) other than database schema, or database structures, included in the Transferred SoftwareAssigned Contracts; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights any Owned Real Property that, and any lease (other claims 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 actions arising out of occurrences before or after (ii) the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platform.Owned Real Property set forth on Schedule

Excluded Assets. Notwithstanding anything in this Agreement Section 2.1 to the contrary, Guarantor it is hereby expressly acknowledged and its Subsidiaries agreed that the Purchased Assets shall retainnot include, and the Transferee shall not acquireneither TriQuint nor any Subsidiary is granting, bargaining, selling, transferring, assigning, conveying or delivering to Buyer or a Buyer Designee, and neither Buyer nor any Buyer Designee is purchasing, acquiring or accepting from TriQuint or any Subsidiary, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectivelyproperties or assets set forth or described in paragraphs (a) through (i) below. The rights, properties and assets expressly excluded by this Section 2.2 or otherwise excluded by the terms of Section 2.1 from the Purchased Assets are referred to herein as the “Excluded Assets”).” For the purpose of this Section 2.2, including, for the avoidance phrase “Affiliate of doubt:Seller” shall not include TriQuint Mexico. (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period Seller’s or any Taxes Affiliate of Seller’s receivables, cash, cash equivalents, bank deposits or imposed on Transferor similar cash items or any of its Affiliatesemployee receivables; (b) Tax Returns any (i) confidential personnel records pertaining to any Business Employee, or (ii) other Business Records that Seller or any Affiliate of Seller is required by Law to retain; provided, however, that Seller shall advise Buyer as to the nature and extent of all materials so retained, and Buyer shall have the right, to the extent permitted by Law, to receive (at Buyer’s expense) copies of any portions of such retained confidential personnel records and other books and records related that relate to Taxes paid the Optoelectronics Business, the Purchased Assets, the Assumed Liabilities or payable by Transferor the Transferred Employees; and (iii) any information management system of Seller or any Affiliate of its AffiliatesSeller other than those used or held for use primarily in the operation or conduct of the Optoelectronics Business and contained within computer hardware included as a Purchased Asset pursuant to Sections 2.1(c) and (d); (c) any Contractsclaim, right or interest of Seller or any Affiliate of Seller in or to any refund, rebate, abatement or other than the Transferred Contracts (including the portion of Shared Contracts not required to be recovery for Taxes, together with any interest due thereon or otherwise not assignedpenalty rebate arising therefrom, transferred and conveyed to Transferee)for any Pre-Closing Tax Period; (d) any accounts receivable or other receivablesthe Non-assignable Licenses and the Excluded Leased Equipment; (e) any Information Technology insurance policies or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Softwarerights of proceeds thereof; (f) except as specifically provided in Section 5.4, any Intellectual Property Rights other than Transferred IP Rightsof the assets of the Benefits Plans; (g) the rights, claims or causes of action of Seller or any data other than database schemaAffiliate of Seller against Third Parties set forth on Schedule 2.2(g) and relating to the assets, properties or database structures, included in operations of the Transferred Software;Optoelectronics Business of Seller or any Affiliate of Seller arising out of transactions occurring on or before the Closing Date; and (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or interests and rights of any operations, functions or businesses of Guarantor Seller or any Affiliate of its Subsidiaries to the extent Seller not involved identified in the Mortgage Servicing PlatformSection 2.1.

Excluded Assets. Notwithstanding anything in this Agreement to the contraryprovisions of Section 2.1, Guarantor it is hereby expressly acknowledged and its Subsidiaries agreed that the Purchased Assets shall retainnot include, and the Transferee shall Seller is not acquiregranting, bargaining, selling, transferring, assigning, conveying or delivering to Buyer or a Buyer Designee, and neither Buyer nor any Buyer Designee is purchasing, acquiring or accepting from Seller, any direct or indirect right, title and interest in and to, any of the assets, propertiesproperties or rights set forth or described in paragraphs (a) through (i) below (the assets, claims properties and rights expressly excluded by this Section 2.2 or otherwise excluded by the terms of Guarantor or its Subsidiaries other than Section 2.1 from the Transferred Purchased Assets (all such assets, properties, claims and rights, collectively, being referred to herein as the “Excluded Assets”), including, for the avoidance of doubt:): (a) any refundsContracts other than the Assigned Contracts, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a PreIn-Closing Tax Period or any Taxes of or imposed on Transferor or any of its AffiliatesLicenses and Assigned Leases; (b) Tax Returns and URL or domain names that include “▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” or other books and records related to Taxes paid similar names, marks, or payable by Transferor or any of its Affiliatesabbreviations; (c) any Contractsreceivables, other than the Transferred Contracts (including the portion of Shared Contracts not required to be cash, cash equivalents, bank deposits or otherwise not assigned, transferred and conveyed to Transferee)similar cash items or employee receivables; (d) any accounts receivable (i) confidential personnel records pertaining to any Business Employee to the extent applicable Law prohibits the transfer of such information, or (ii) other receivablesbooks 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 and subject to reasonable restrictions, to make copies of any portions of such retained confidential personnel records and other books and records that relate to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees; and (iii) any corporate information management system of Seller or any Affiliate of Seller; (e) any Information Technology of the assets of or relating to the Benefit Plans (including any such assets held in trust or other tangible personal property other than the Transferred Tangible Personal Property funding vehicles and Transferred Softwareall insurance policies intended to fund any Benefit Plan); (f) any Intellectual Property Rights other than Transferred IP Rightsreal property that is owned by Seller; (g) any data other than database schemaassets, properties, interests and rights of Seller or database structures, included in any Affiliate that are not Purchased Assets or primarily related to the Transferred SoftwareBusiness; (h) other than the Business Records, any Software that is not Transferred Software (it being understood that Guarantor accounting and its Subsidiaries may retain copies financial records including billing, order entry, fulfillment, collections, finance, ledgers, spreadsheets, or any other database which tracks the financial performance of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof);Seller; and (i) all indemnity rights any attorney work product and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platformprivileged communications.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement to Agreement, the contrary, Guarantor following assets and its Subsidiaries properties of the Sellers and their respective Affiliates (other than the Company and the Transferred Subsidiary) shall retainbe retained by the Sellers and their respective Affiliates (other than the Company and the Transferred Subsidiary), and the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than be excluded from the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”): (i) (x) other than the Shares, the shares of capital stock of the Transferred Entities, the Company Minority Investments and the Asset Seller Minority Investments, (y) except as reflected in the Final Working Capital Statement, and (z) subject to Section 5.12, all cash and cash equivalents, securities (including all capital stock and/or equity interests in any Person) or negotiable instruments on hand or held by any bank or other third Person or elsewhere; (ii) any and all rights to the ATMI Name and ATMI Marks, together with any contracts, agreements or understandings to the extent granting rights to use the same (including ATMI Name and ATMI Marks to the extent incorporated into any Business Intellectual Property or Business Technology); (iii) except for the Company Owned Property, the Company Leased Property and any such right, title or interest of the Transferred JV (including all improvements, fixtures and appurtenances thereto and rights in respect thereof), includingall of the Sellers’ right, for the avoidance title and interest in owned and leased real property and other interests in real property including all such right, title and interest under each real property lease pursuant to which any of doubt:them leases, subleases (as 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; (aiv) any refunds, credits, overpayments (A) all loans or other recoveries of, against or in respect of any Taxes imposed on or with respect advances by the Sellers to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor ATMI or any of its AffiliatesAffiliates (other than the Company or any Transferred Entity), and (B) all loans or advances by ATMI or its Affiliates (other than the Company or any Transferred Entity) to the Sellers; (bv) all Tax Returns of, or with respect to, the Asset Sellers, and other books and records related all refunds of or credits relating to any Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transfereethat are Excluded Liabilities as set forth in Section 2.02(d)(iv); (dvi) subject to Section 5.12, all policies of or agreements for insurance and interests in insurance pools and programs, and any accounts receivable rights to proceeds thereof, other than any such policies, agreements, interests or other receivablesrights of the Company or any Transferred Entity; (evii) subject to Section 5.12, any Information Technology assets Related to the Business owned on the date hereof or other tangible personal property other than acquired after the Transferred Tangible Personal Property date hereof and Transferred Softwaresold or otherwise disposed of in the ordinary course of business consistent with past practice prior to the Closing if permitted in accordance with the terms of this Agreement; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (iviii) all indemnity rights causes of action (including counterclaims) and other claims and actions arising out of occurrences before or after the Closing to the extent defenses against third parties primarily arising out of or that primarily relate relating to any of the Excluded Assets or Retained Liabilitiesthe Excluded Liabilities as well as any books, whether arising by way of counterclaim or otherwiserecords and privileged information relating thereto; (jix) all Seller Intellectual Property and Seller Technology; (x) other than the Transferred Assets described in Section 2.02(a)(x) and Section 2.02(a)(xiv), all computer software, databases, documentation and related materials and licenses thereto and rights under licenses thereto; (xi) the assets and properties listed in Section 2.02(b)(xi) of the Disclosure Letter; (xii) all assets of the Employee Plans, other than Transferred Employee Plan Assets; (xiii) any interest of the Sellers or their Affiliates (other than the Company and the Transferred Entities) under the Transaction Agreements; (xiv) personnel and Employee Records for employees and former employees of the Sellers who are not Transferred Employees; (xv) except as set forth in Section 2.02(a)(xiv) of the Disclosure Letter and Section 2.02(a), any other assets, properties, rights, contracts and claims of the Asset Sellers that accrue are not Related to the Business, wherever located, whether tangible or intangible, real, personal or mixed; (xvi) subject to Section 5.07, accounts receivable (including trade accounts receivable) where the payor thereunder is ATMI or a Subsidiary of ATMI (other than the Company and the Transferred Subsidiary), including, except as may be or remain outstanding pursuant to Section 5.07 hereof, intercompany accounts receivable (including trade accounts receivable). (xvii) (A) all corporate minute books (and other similar corporate records) and stock records of the Sellers, (B) any books and records primarily relating to any of the Excluded Assets or (C) any books, records or other materials that the Sellers (x) are required by Law to retain (copies of which, to the extent permitted by Law, will accrue be made available to Transferor the Acquiror at the Acquiror’s reasonable request and expense), (y) reasonably believe are related to Taxes (copies of which will be made available to the Acquiror at the Acquiror’s reasonable request and expense, but in no event shall such copies include any Tax Returns) or (z) are prohibited by Law from delivering to the Acquiror; (xviii) all governmental licenses, permits or other governmental authorizations of the Sellers that are Related to the Business to the extent that the transfer thereof would violate or would not be permitted or effective under applicable Law or the terms of such license or such license is otherwise not transferable; and (xix) all of the Sellers’ causes of action, claims, credits, demands, remedies, or rights of set-off against third parties, to the extent primarily related to any of the foregoing or to any Excluded Liabilities as described in Section 2.02(d). Notwithstanding anything to the contrary contained in this Agreement or any of the Ancillary Agreements, the Acquiror acknowledges and agrees that all of the following shall be included among the Excluded Assets and shall remain the property of the Sellers and their respective Affiliates (other Transaction Document; and than the Company and the Transferred Entities), and neither the Acquiror nor any of its Affiliates (kincluding, following the Closing, the Company and the Transferred Entities) shall have any assets, properties, claims interest therein: (x) all records and reports prepared or rights of any operations, functions or businesses of Guarantor received by the Sellers or any of its Subsidiaries their Affiliates prior to the extent not involved Closing in connection with the sale of the Business and the transactions contemplated hereby, including all analyses relating to the Business or the Acquiror so prepared or received; (y) all confidentiality agreements with prospective purchasers of the Business or any portion thereof, and all bids and expressions of interest received from third parties with respect to the Business; and (z) all privileged materials, documents and records of the Sellers or the Sellers’ Affiliates (other than the Company and the Transferred Entities), including any privileged materials, documents and records of the Sellers or the Sellers’ Affiliates (other than the Company and the Transferred Entities) that are in the Mortgage Servicing Platformpossession of the Company or the Transferred Subsidiary. The Acquiror further acknowledges and agrees that, with respect to any Action or dispute between the Sellers or one of their Affiliates (other than the Company or the Transferred Entities), on the one hand, and the Acquiror or one of its Affiliates (including, following the Closing, the Company and the Transferred Entities), on the other hand, only the Sellers may waive any evidentiary privilege that may attach to a pre-Closing communication of the Sellers or one of their Affiliates that is determined by a court of competent jurisdiction to be subject to attorney-client privilege, and neither the Acquiror nor any of its Affiliates (including, following the Closing, the Company and the Transferred Entities) shall have the right to waive any such privilege.

Excluded Assets. Notwithstanding anything in this Agreement to the contraryforegoing, Guarantor and its Subsidiaries the Assets shall retainnot include, and there is excepted, reserved and excluded from the Transferee shall not acquiresale contemplated hereby (collectively, any direct or indirect the “Excluded Assets”): (a) all of Seller’s right, title and interest in and toto any injection and disposal w▇▇▇▇ on the Lands or on lands pooled or unitized therewith, and all personal property, equipment, fixtures, improvements, facilities, permits, surface leases, rights-of-way and easements used in connection with the treatment, processing, transportation, storing or disposal of water produced from the Properties; (b) all credits and refunds and all accounts, instruments and general intangibles (as such terms are defined in the Oklahoma Uniform Commercial Code) attributable to the Assets to the extent attributable to any assetsperiod of time prior to the Effective Time and that do not relate to obligations assumed by Buyer pursuant to this Agreement; (c) all claims of Seller for refunds of or loss carry forwards to the extent attributable to (i) ad valorem, propertiesseverance, claims production or any other Taxes attributable to any period prior to the Effective Time even if applied for after the Effective Time, (ii) income or franchise Taxes, or (iii) any Taxes attributable to the Excluded Assets, and such other refunds, and rights thereto, for amounts paid in connection with the Assets and attributable to the period prior to the Effective Time, including refunds of Guarantor amounts paid under any gas gathering or its Subsidiaries transportation agreement, to the extent the same do not relate to obligations assumed by Buyer pursuant to this Agreement; (d) all proceeds, income or revenues (and any security or other than deposits made) to the Transferred extent attributable to (i) the Assets for any period prior to the Effective Time, if they do not relate to obligations assumed by Buyer pursuant to this Agreement, or (all such assets, properties, claims and rights, collectively, the “ii) any Excluded Assets”); (e) all of Seller’s proprietary computer software, includingtechnology, for patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (f) all of Seller’s rights and interests in geological and geophysical data that is interpretive in nature or which cannot be transferred without the avoidance consent of doubt: or payment to any third Person; (ag) all documents and instruments of Seller that may be protected by an attorney-client privilege unless such privileged documents and instruments pertain to litigation (including pending and threatened litigation) which Buyer is assuming; (h) data and other information that cannot be disclosed or assigned to Buyer as a result of confidentiality or similar arrangements under agreements with Persons who are not Affiliates of Seller; (i) concurrent audit rights arising under any refunds, credits, overpayments of the Material Agreements or other recoveries of, against or in respect of any Taxes imposed on or otherwise with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely period prior to the extent that it is licensed Effective Time (unless relating to obligations assumed by Buyer pursuant to Section 5.13 hereof); (ithis Agreement) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; Assets; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Documentcorporate, partnership and income tax records of Seller; and (k) any assets, properties, claims or rights copies of any operations, functions or businesses of Guarantor or any of its Subsidiaries all Records (which shall be prepared at Seller’s sole cost and expense); (l) all Permits and bonds to the extent not involved transferable to Buyer; (m) personal property such as vehicles and certain equipment, supplies and office equipment, or any other items, in each case, to the Mortgage Servicing Platformextent described on Exhibit E; and (n) all infrastructure, including but not limited to all easements, rights-of-way, surface leases, buildings, oil transport lines, electrical distribution lines, saltwater transport lines, saltwater disposal w▇▇▇▇, saltwater disposal facilities and telecommunication and SCADA facilities.

Excluded Assets. Notwithstanding anything in this Agreement to It is specifically agreed that Unocal is not selling and Buyer is not purchasing the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets following assets (all such assets, properties, claims and rights, collectively, the “"Excluded Assets”), including, for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof);"): (i) all indemnity rights and interests of any kind in leases and lands other claims than the Leasehold Interests and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwiseOil and Gas Properties; (jii) any and all interests in the Assets Unocal is legally or contractually restricted from selling which are listed on Schedule 2.2(ii); (iii) all materials and equipment leased (other than contractual lease rights pursuant to any lease included in the Contract Rights) or claims temporarily located on the Leasehold Interests, and any materials, equipment, pipelines, facilities or interests in the land owned by a purchaser and/or transporter of oil and/or gas therefrom, a lessor, or a third Person; (iv) all interests in pipelines, facilities, contract rights and surface access agreements owned by Unocal that accrue are not used in connection with the Assets or will accrue which cover lands described in the Leasehold Interests and Oil and Gas Properties, but which are used solely in connection with properties that are not being sold under the terms of this Agreement; (v) any right to Transferor under this Agreement use the "Unocal" name, marks, trade dress or insignia, or to use the name of any other Transaction Documentsubsidiary of Unocal Corporation; and all of Unocal's and its Affiliates' intellectual property, including, but not limited to patents, trade secrets and copyrights other than intellectual property included in the Assets; (vi) all amounts due or payable to Unocal or its Affiliates as adjustments or refunds under any contracts affecting the Assets and Accruing for all periods of time prior to the Effective Date, specifically including, without limitation, amounts recoverable from audits under operating agreements; (vii) all rights, titles, claims and interests of Unocal and its Affiliates Accruing prior to the Effective Date to or under any policy or agreement of insurance or indemnity, any bond, or to any insurance proceeds or awards; and any employment, consulting, office lease or accounting service contracts; (viii) all claims and choses in action of Unocal and its Affiliates arising from acts, omissions or events, or damages to or destruction of property related to the ownership or operation of the Assets and Accruing prior to the Effective Date; (ix) all proceeds, benefits, income or revenue Accruing to the Assets prior to the Effective Date, and any claims of Unocal and its Affiliates for refunds of or losses carried forwarded with respect to taxes attributable to the Assets for any period prior to the Effective Date; and (kx) any assetsall geophysical, propertiesgeological and seismic data, claims surveys, analysis and similar data or information, and all rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to therein other than as specifically licensed under the extent not involved in the Mortgage Servicing PlatformGeophysical Data Licensing Agreement.

Excluded Assets. (a) Notwithstanding anything to the contrary in this Agreement Agreement, the Property shall not include the following (the "Excluded Assets"): (i) those items expressly excluded pursuant to the contraryprovisions of Sections 1.2.1, Guarantor 1.2.2, 1.2.3, 1.2.4, 1.2.5, 1.2.6 below; (ii) all cash and cash equivalents (other than security deposits and advances); (iii) Inventory transferred or consumed by FGL in the ordinary course of the Business prior to the Closing Date; (iv) any lease, rental agreement, contract, agreement, license, purchase and sale order or other contract terminated or expired prior to the Closing Date in accordance with its Subsidiaries shall retainterms or in the ordinary course of the Business; (v) any right, claim, chose in action, property or asset listed on EXHIBIT "E" hereto; (vi) all preference or avoidance claims and actions of the Seller, including, without limitation, any such claims and actions arising under Sections 544, 547, 548, 549, and 550 of the Transferee shall not acquire, any direct United States Bankruptcy Code; (vii) the Seller's rights under this Agreement and all cash and non-cash consideration payable or indirect right, title deliverable to the Seller pursuant to the terms and interest in and to, any assets, propertiesprovisions hereof; or (viii) insurance proceeds, claims and rights causes of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or action with respect to or arising in connection with (A) any Contract which is not assigned to Buyer at the Transferred Assets for a Pre-Closing Tax Period Date, or (B) any Taxes item of tangible or imposed on Transferor or any of its Affiliates;intangible property not acquired by Buyer at the Closing Date. (b) Tax Returns If any claimant asserts that its cure amount with respect to any Real Property Lease or Other Lease and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other Contract is greater than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included amount listed in the Transferred Software; (h) any Software Sale Procedure Motion, then Buyer shall have the right to designate such Real Property Lease or Other Lease and Contract as an Excluded Asset; provided, however, that is the Purchase Price shall not Transferred Software (it being understood that Guarantor be adjusted for such cure amount and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained cure amount shall be excluded from Assumed Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platform.

Excluded Assets. Notwithstanding anything in this Agreement to the contrarycontrary contained in Section 1.1 hereof, Guarantor and its Subsidiaries shall retain, the Seller and the Transferee shall Purchasers expressly understand and agree that the Seller is not acquirehereunder selling, any direct assigning, transferring, conveying or indirect right, title and interest in and to, any delivering to the Purchasers the following assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, contracts and claims (collectively, the “"Excluded Assets”), including, for the avoidance of doubt:"): (a) any refundscash, creditsbank accounts, overpayments or other recoveries ofcertificates of deposits, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliatestreasury bills, treasury notes and marketable securities; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any policy of its Affiliatesinsurance; (c) except as set forth in Section 1.1(e) hereto, and to the extent not related to the Assets or used in the Business, any Contractsof the Seller's right, other than the Transferred Contracts (including the portion of Shared Contracts not required title or interest in or to be any name, mark, ▇▇ade name or otherwise not assignedtrademark, transferred either alone or in combination, and conveyed to Transferee)any and all goodwill represented thereby and pertaining thereto; (d) any accounts receivable all Contracts set forth on Schedule 1.2(d) hereto and all Contracts that relate solely to the Excluded Assets or other receivablesthe Excluded Liabilities; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property all prepaid charges, sums and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate fees pertaining to any of the Excluded Assets or Retained the Excluded Liabilities, whether arising by way of counterclaim or otherwise; (jf) all rights any books, records or claims that accrue other data relating to the Seller's ownership or will accrue operation of the Business (i) not regularly located on the premises of the Business in the ordinary course of the operation thereof, or (ii) required by applicable Law to Transferor under this Agreement or any other Transaction Document; andbe retained by the Seller; (kg) any assetsof the Seller's right, propertiestitle and interest under any Contracts, claims agreements, licenses, Permits, exemptions, franchises, variances, waivers, consents, approvals or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platform.other authorizations or

Excluded Assets. Notwithstanding anything in this Agreement to the contrarycontrary contained in Section 2.1(a), Guarantor Purchaser will not purchase, assume or otherwise acquire, and Seller and its Subsidiaries shall retain, and Affiliates will retain all the Transferee shall not acquire, any direct or indirect rightrights, title and interest in and to, any assets, properties, claims and rights all assets of Guarantor or Seller and its Subsidiaries other than Affiliates that are not included in the Transferred Purchased Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for by way of example only, the avoidance of doubtfollowing assets, properties, rights, Contracts and claims, wherever located, whether tangible or intangible, real, personal or mixed: (a1) any refundsall assets, creditsproperties, overpayments rights, Contracts and claims, including Loans and extensions of credit in process, wherever located, whether tangible or intangible, real, personal or mixed, primarily related to the Banking Centers; (2) other than the Real Property Leases and ATM Real Property Leases, all leases, subleases, licenses or other recoveries of, against or in respect of any Taxes imposed on or with respect Contracts pursuant to the Transferred Assets for a Pre-Closing Tax Period which Seller or any Taxes of its Affiliates leases, subleases or imposed on Transferor licenses real property; (3) all Nonperforming Loans and Loans to Retained Employees; (4) the Excluded Contracts; (5) all assets related to employee benefit arrangements of Seller or any of its Affiliates, including the Employee Plans; (b6) Tax Returns all Intellectual Property of Seller and other books its Affiliates, including all right, title and records related interest in and to Taxes paid all proprietary or payable by Transferor licensed software, systems or programs or computer software agreements of Seller and its Affiliates, including any rights (ownership, licensed or otherwise) to any of the Seller Names and any other Trademarks or logos of Seller or its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transfereethose identified on Schedule 2.1(b)(6); (d7) any accounts receivable all books, records and other data that cannot, without unreasonable effort or other receivables; (e) any Information Technology expense, be separated from books and records maintained by Seller or other tangible personal property other than its Affiliates in connection with the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, retained businesses or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant such books, records and other data relate to Excluded Assets, Excluded Liabilities or Banking Center Employees who do not become Transferred Banking Center Employees, and all personnel files and records; provided that, to the extent permitted under, and in accordance with, Section 5.13 hereof7.1(b), Seller shall provide Purchaser with access to any such books, records and other data for which the above-referenced separation would cause Seller to incur unreasonable effort or expense; (i) 8) all indemnity rights licenses, charters, and other claims and actions arising out legal entities of occurrences before Seller or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Documentits Affiliates; and (k9) any assetsthe assets listed on and operations described on Schedule 2.1(b)(9) (collectively, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in “Additional Excluded Assets”); and (10) the Mortgage Servicing PlatformCredit Card Accounts and Receivables.

Excluded Assets. Notwithstanding anything in this Agreement to the contraryprovisions of Section 2.1, Guarantor it is hereby expressly acknowledged and its Subsidiaries agreed that the Purchased Assets shall retainnot include, and the Transferee shall not acquireneither Seller nor any Subsidiary is granting, bargaining, selling, transferring, assigning, conveying or delivering to Buyer or a Buyer Designee, and neither Buyer nor any Buyer Designee is purchasing, acquiring or accepting from Seller or any Subsidiary, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectivelyproperties or assets set forth or described in paragraphs (a) through (j) below (the rights, properties and assets expressly excluded by this Section 2.2 or otherwise excluded by the terms of Section 2.1 from the Purchased Assets being referred to herein as the “Excluded Assets”), including, for the avoidance of doubt:): (a) any refundsof Seller’s or its Affiliate’s receivables, creditscash, overpayments cash equivalents, bank deposits or other recoveries of, against similar cash items or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliatesemployee receivables; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor any Proprietary Information of Seller or any of its AffiliatesAffiliate other than the Assigned Intellectual Property or the Licensed Intellectual Property; (c) any Contracts(i) confidential personnel records pertaining to any Business Employee, or (ii) 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 retained confidential personnel records and other books and records that relate to the Mobility Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees; and (iii) any information management system of Seller or any Affiliate of Seller other than those used or held for use primarily in the Transferred Contracts operation or conduct of the Mobility Business (including or also used in other businesses of Seller for which Buyer has its own license to use; provided, however, that any such information management system is still an Excluded Asset for the portion of Shared Contracts not required purposes hereof) and contained within computer hardware included as a Purchased Asset pursuant to be or otherwise not assigned, transferred Sections 2.1(b) and conveyed to Transferee(c); (d) any accounts receivable claim, right or interest of Seller or any Affiliate of Seller in or to any refund, rebate, abatement or other receivablesrecovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, for any Excluded Taxes; (e) subject to Section 5.8, any Information Technology rights to, or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Softwareuse of, the “Agere,” “Agere Systems,” “LSI” or “LSI Corporation” trademarks; (f) any Intellectual Property Rights other than Transferred IP Rightsthe Excluded Contracts, the Nonassignable Licenses and the Excluded Leased Equipment; (g) any data other than database schema, insurance policies or database structures, included in the Transferred Softwarerights of proceeds thereof; (h) except as specified in Section 2.1, any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of Seller’s or any such Transferred Software solely Affiliate’s rights, claims or causes of action against Third Parties relating to the extent that it is licensed pursuant to Section 5.13 hereof)assets, properties or operations of the Mobility Business arising out of transactions occurring prior to, and including, the Closing Date; (i) all indemnity rights except as specifically provided in Section 5.4 or the applicable Assignment and other claims B▇▇▇ of Sale and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to Assumption Agreement for any particular jurisdiction, any of the Excluded Assets or Retained Liabilities, whether arising by way assets of counterclaim or otherwise;the Benefits Plans; and (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or interests and rights of any operations, functions or businesses of Guarantor Seller or any of its Subsidiaries Affiliate not related primarily to the extent not involved in Mobility Business (including the Mortgage Servicing Platformremainder of the Mobility Products Group).

Excluded Assets. Notwithstanding anything in this Agreement herein to the contrary, Guarantor from and its Subsidiaries shall retainafter the Closing, Seller and the Transferee other Seller Persons shall not acquireretain all of their respective rights, any direct or indirect right, title titles and interest interests in and to, any assetsand there shall be excluded from the sale, propertiestransfer, claims conveyance, assignment and rights of Guarantor or delivery to Purchaser and its Subsidiaries other than designee hereunder, and the Transferred Assets shall not include (all such x) any rights, properties or assets (tangible or intangible and wherever located) which are not primarily related to, primarily used in or primarily held for use in the conduct of the Business (other than with respect to the assets, propertiesproperties and rights described in clause (y), claims which shall constitute Excluded Assets to the extent set forth therein) and rights(y) the following assets, properties and rights (tangible or intangible and wherever located) (the assets, properties and rights described in clauses (x) and (y) of this Section 2.3, collectively, the “Excluded Assets”): (a) All Intellectual Property of each of Seller and its Affiliates (other than the Acquired Group Companies), includingother than the Transferred IP; (i) All attorney-client privilege and attorney work-product protection of Seller and the other Seller Persons or associated with the Business as a result of legal counsel representing Seller, the other Seller Persons or the Business in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements, (ii) all documents subject to the attorney-client privilege or work-product protection described in clause (i) of this Section 2.3(b) and (iii) all documents maintained by Seller and the other Seller Persons related with the transactions contemplated by this Agreement or any of the Ancillary Agreements; (c) Any Excluded Contract; (d) Any Excluded Tax Asset; (e) Subject to Section 5.7, all security deposits, ▇▇▇▇▇▇▇ deposits, bid, lease, utility and other deposits, and all other forms of deposit placed by any Seller Person for the performance of a Transferred Contract; (f) All Cash on Hand of Seller and the other Seller Persons (other than, for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to TransfereeAcquired Group Companies); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schemaAll claims, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor causes of action and its Subsidiaries may retain copies of any such Transferred Software solely rights against third parties to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate relating to any of the Excluded Assets or Retained Excluded Liabilities, whether arising by way of counterclaim or otherwise; (h) All books and records (including records, analyses and correspondence) other than the Transferred Books and Records; (i) All Seller Benefit Plans and all assets and rights of Seller or its Affiliates related thereto; (j) all All loans owing to Seller or the other Seller Persons by each Business Employee who does not become a Transferred Employee; (k) All employee and personnel records of Seller or the other Seller Persons relating to employees of Seller or the other Seller Persons (other than Transferred Employees to the extent permitted under applicable Law); (l) All rights or claims that which accrue or will accrue to Transferor Seller or any other Seller Person under this Agreement or any other Transaction Document; andof the Ancillary Agreements; (km) any Subject to Section 2.3(f) and Section 5.10, all Seller Insurance Policies (including, for the avoidance of doubt, all Excluded Insurance Policies) and all claims, rights to make claims and rights to proceeds in respect of such Seller Insurance Policies. (n) All assets, properties, claims or properties and rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platform.described on Schedule V.

Excluded Assets. Notwithstanding anything in this Agreement herein to the contrary, Guarantor from and after the Closing, Seller and its Subsidiaries Affiliates shall retainretain (or in the case of any of the following 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 there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Transferee Transferred Assets shall not acquireinclude, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Friendco Transferred Assets or the following Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt:): (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or all Assets with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes (including duty and tax refunds and prepayments) and net operating losses of or imposed on Transferor Seller or any of its Affiliates; (b) except as set forth in Section 2.3(s) and except to the extent set forth in Section 5.1(c), all Tax Returns and other books and records related to Taxes paid or payable by Transferor of Seller or any of its AffiliatesAffiliates and all Books and Records (including working papers) and tax software to the extent directly related thereto; (c) any Contractsall insurance policies and rights thereunder, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee)Insurance Claims; (d) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items, in each case, only to the extent related to any accounts receivable or other receivablesAsset that is not a Transferred Asset; (e) any Information Technology or other tangible personal property other than all cash and cash equivalents, except for the Transferred Tangible Personal Property and Transferred SoftwareCash; (f) any Intellectual Property Rights other than Transferred IP Rightsall Intercompany Receivables; (g) any data all Contracts (including all Third Party Confidentiality Agreements) other than database schema, or database structures, included in the Transferred SoftwareAssigned Contracts; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights any Owned Real Property that, and any lease (other claims and actions arising out of occurrences before 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 after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platform.inactive optical transition nodes or

Excluded Assets. Notwithstanding anything in this Agreement The following assets of the Seller are expressly excluded from the Purchased Assets and shall not be sold, assigned, transferred or delivered to the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubtBuyer hereunder: (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed Cash (including (i) checks received by the Seller on or with respect prior to the Transferred Assets for a Pre-Closing Tax Period or any Taxes which shall be credited against accounts receivable and (ii) cash in bank accounts), commercial paper, certificates of or imposed on Transferor or any of its Affiliatesdeposit and other bank deposits, treasury bills, other cash equivalents and bank accounts; (b) Tax Returns and All accounts receivable or other books and records related to Taxes paid amounts due from any Affiliate of the Seller including amounts due from Affiliates for intercompany cash advances or payable by Transferor or any items included in the "inter-co cash advances" line of its Affiliatesthe Seller's balance sheet; (c) any ContractsAll real property, whether owned or leased, including all land, buildings, structures, easements, appurtenances and privileges relating thereto, and all leaseholds for real property, leasehold improvements, fixtures and other than the Transferred Contracts (appurtenances and options, including the portion of Shared Contracts not required options to be purchase and renew, or otherwise not assigned, transferred and conveyed to Transferee)other rights thereunder; (d) any accounts receivable Life insurance policies of officers, directors and employees or other receivablesrepresentatives of the Seller, and all other liability, property, casualty and other insurance policies relating to the Purchased Assets of the operation of the Business, subject to Section 6.9; (e) any Information Technology The tradenames and trademarks, whether registered or other tangible personal property other than unregistered, "SL" and "SL Industries" and the Transferred Tangible Personal Property corporate names, logos and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, designs associated therewith or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to incorporating any of the Excluded Assets or Retained Liabilitiesforegoing, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or and any other Transaction Document; and (k) any assetsname, propertieslogo, claims design or rights of any operations, functions other mark ▇▇▇t has such a near resemblance thereto as may be likely to cause confusion or businesses of Guarantor or any of its Subsidiaries mistake to the extent not involved in public, or otherwise deceive the Mortgage Servicing Platform.public (collectively, the "EXCLUDED INTELLECTUAL PROPERTY");

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement to the contraryAgreement, Guarantor all assets, properties and rights of Seller and its Subsidiaries shall retain, and the Transferee shall that are not acquire, any direct Acquired Assets or indirect right, title and interest that are described in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets this Section 2.2 (all such assets, properties, claims and rights, collectively, the “Excluded Assets”)) are not part of the sale and purchase contemplated hereunder, includingare excluded from the Acquired Assets, for and shall remain the avoidance property of doubtSeller and its Subsidiaries after the Closing: (a) any refundsall claims, creditscauses of action, overpayments or other recoveries of, and rights of recovery against or in respect of any Taxes imposed on or with respect third parties solely to the Transferred extent relating to the Excluded Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliatesthe Excluded Liabilities; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliatesthe Infrastructure Assets; (c) all cash and cash equivalents of Seller or any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee)its Subsidiaries; (d) all Accounts Receivable of Seller or any accounts receivable or other receivablesof its Subsidiaries; (e) except as provided for in Section 2.1(g), all insurance policies and any Information Technology rights, claims or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Softwarechose in action under such insurance policies; (f) all rights to refunds of any Intellectual Property Rights other than Transferred IP RightsTax payments made by Seller with respect to a taxable period (or portion thereof) ending on or prior to the Closing Date; (g) all assets and Contracts relating to any data other than database schemaEmployee Benefit Plan, or database structures, included except as expressly provided in the Transferred SoftwareArticle 9; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely all rights, including Intellectual Property Rights, in or to the extent that it is licensed pursuant to Section 5.13 hereof)Custom Components; (i) all indemnity rights and other claims and actions arising out in any Intellectual Property Rights licensed to Buyer or any of occurrences before its Subsidiaries or after the Closing Affiliates pursuant to Section 6.1, except to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwiselicensed thereunder; (j) all interests in Real Property except for occupancy rights pursuant to the Transition Services Agreement; (k) all assets and other rights sold or claims that accrue otherwise transferred or will accrue to Transferor disposed of in the ordinary course of business consistent with past practice between the date of this Agreement and the Closing not in violation of the terms of this Agreement; (l) all rights of Seller and its Subsidiaries under this Agreement or any and the other Transaction DocumentAgreements; and (km) any assetsexcept as otherwise provided in this Agreement, properties, claims or rights of any operations, functions or businesses of Guarantor or any of all Books and Records and other information prepared by Seller and its Subsidiaries to in connection with the extent not involved in Transactions and the Mortgage Servicing Platformother transactions contemplated hereby.

Excluded Assets. Notwithstanding anything in No security interest is or will be granted pursuant to this Agreement to the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee shall not acquire, or any direct or indirect other Security Document in any right, title or interest of any Granting Party under or in, and interest in “Collateral” and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than “Pledged Collateral” shall not include the Transferred Assets following (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt:): (a) any refundsinterest in leased real property (including Fixtures related thereto) in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization (and there shall be no requirement to deliver landlord lien waivers, credits, overpayments estoppels or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period collateral access letters or any Taxes of or imposed on Transferor or any of its Affiliatesother third party consents); (b) Tax Returns and other books and records any fee interest in owned real property (including Fixtures related to Taxes paid or payable by Transferor or any thereto) if the fair market value of its Affiliatessuch fee interest is less than $10.0 million individually; (c) any Contracts, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or an Affiliate of any of the Transferred Contracts foregoing, (including collectively, “Restrictive Agreements”) that would otherwise be included in the portion Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of Shared Contracts not required the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or otherwise not assigned, transferred and conveyed to Transfereetermination of such Restrictive Agreements); (d) any accounts receivable assets over which the granting of such a security interest in such assets by the applicable Granting Party would be prohibited by any contract permitted under the Credit Agreement, any applicable law, regulation, permit, order or decree or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses), or requires a consent of any Governmental Authority that has not been obtained (in each case after giving effect to the applicable anti-assignment provisions of the Code, other receivablesthan proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Code notwithstanding such prohibitions); (e) any Information Technology assets constituting Security Collateral, to the extent that such security interests would result in material adverse tax consequences to Holdings or other tangible personal property other than any one or more of its Subsidiaries as reasonably determined by the Transferred Tangible Personal Property and Transferred SoftwareParent Borrower; (f) any Intellectual Property Rights other than Transferred IP Rightsassets, to the extent that the granting or perfecting of a security interest in such assets would result in costs or consequences to Holdings or any of its Subsidiaries as reasonably agreed in writing by the Parent Borrower and the Administrative Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties; (g) any data other than database schema, or database structures, (i) Equipment and/or Inventory (and/or related rights and/or assets) that would otherwise be included in the Transferred SoftwareSecurity Collateral (and such Equipment and/or Inventory (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such Equipment and/or Inventory (and/or related rights and/or assets) is subject to a Lien permitted by Section 8.2 of the Credit Agreement and designated by the Parent Borrower to the Administrative Agent (but only for so long as such Lien remains in place) and (ii) other property that would otherwise be included in the Security Collateral (and such other property shall not be deemed to constitute a part of the Security Collateral) if such other property is subject to a Permitted Lien described in Section 8.2(h) or Section 8.2(m) (but only with respect to a Lien described in Section 8.2(h)) of the Credit Agreement and designated by the Parent Borrower to the Administrative Agent (but, in each case only for so long as such Liens are in place) and, if such Lien is in respect of Hedging Obligations, such other property consists solely of (x) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (y) any assets relating to such assets, proceeds, dividends or distributions or to any Hedging Obligations, and/or (z) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Agreements or (2) any other agreements, instruments or documents related to any Hedging Obligations or to any of the assets referred to in any of subclauses (x) through (z) of this clause (ii); (h) any Software property (and/or related rights and/or assets) that is (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not Transferred Software be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with (it being understood that Guarantor and its Subsidiaries may retain copies i) a Special Purpose Financing (or constitutes the proceeds or products of any property that has been sold or otherwise transferred in connection with a Special Purpose Financing (except as provided in the proviso to this subsection)) or (ii) a sale and leaseback transaction permitted under Section 8.4 of the Credit Agreement, or (B) is subject to any Permitted Lien and consists of property subject to any such Transferred Software solely sale and leaseback transaction or general intangibles related thereto (but only for so long as such Liens are in place), provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent that it is licensed pursuant to Section 5.13 hereof)such consideration would otherwise constitute Security Collateral; (i) all indemnity Equipment and/or Inventory (and/or related rights and/or assets) subject to any Permitted Lien that secures Indebtedness permitted by the Credit Agreement that is Incurred to finance or refinance such Equipment and/or Inventory and other claims and actions arising out of occurrences before or after designated by the Closing Parent Borrower to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwiseAdministrative Agent (but only for so long as such Permitted Lien is in place); (j) all rights or claims that accrue or will accrue Capital Stock (including for these purposes any investment deemed to Transferor under this Agreement or any other Transaction Document; and (kbe Capital Stock for United States tax purposes) any assets, properties, claims or rights which is specifically excluded from the definition of any operations, functions or businesses Pledged Stock by virtue of Guarantor or any of its Subsidiaries to the extent not involved proviso contained in the Mortgage Servicing Platform.such definition;

Excluded Assets. Notwithstanding anything in this Agreement herein to the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Purchased Assets, all other assets or property of Invacare and its Affiliates are not intended by the Parties to be, and are not, a part of the Purchased Assets to be purchased by Buyer hereunder and shall be excluded from the Purchased Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for including but not limited to the avoidance of doubtfollowing: (a) any refundsall accounts or notes receivable of the Respiratory Business and of Invacare and their Affiliates; (b) all cash and cash equivalents, creditsbank accounts, overpayments and securities of Invacare and its Affiliates; (c) the inventory, finished goods, parts and components necessary to complete the existing Taiwanese order as more fully described on Schedule 2.02(c), which for the avoidance of doubt shall not be deemed Inventory for purposes of this Agreement; (d) all Contracts that are not Intellectual Property Agreements; (e) all Intellectual Property other than the Intellectual Property Assets; (f) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other recoveries ofrecords having to do with the corporate organization of Invacare or its Affiliates, against all employee-related files or in respect records of employees, employee benefit-related files or records, and any Taxes imposed on other books and records which Invacare is prohibited from disclosing or with respect transferring to the Transferred Assets for a Pre-Closing Buyer under applicable Law and is required by applicable Law to retain; (g) all insurance policies of Invacare and all rights to applicable claims and proceeds thereunder; (h) all Tax Period or any Taxes assets (including duty and Tax refunds and prepayments) of or imposed on Transferor Invacare or any of its Affiliates; (bi) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required assets set forth in Section 2.01(i), all rights to be or otherwise not assignedany action, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schemasuit, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies claim of any such Transferred Software solely nature available to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilitiesbeing pursued by Invacare and/or its Affiliates, whether arising by way of counterclaim or otherwise; (j) all assets, properties, and rights or claims that accrue or will accrue to Transferor under this Agreement or any used by Invacare and/or it Affiliates in their businesses, divisions, and segments other Transaction Documentthan those included as Purchased Assets; (k) all COVID-19 Funds; and (kl) any the assets, properties, claims or and rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platformspecifically set forth on Schedule 2.02(k).

Excluded Assets. Notwithstanding anything to the contrary in Section 2.1 or elsewhere in this Agreement, Seller specifically excludes the following from the transactions contemplated by this Agreement to the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”): (a) all accounts receivable, trade credits, notes receivable, take-or-pay amounts receivable, and other receivables and general intangibles to the extent attributable to the Assets with respect to any period of time prior to the Effective Time and, subject to the adjustments to the Purchase Price set forth in Section 3.3(e), all funds held in suspense; (b) except to the extent related to any of the Assumed Obligations, all indemnity rights, rights under any Contracts and all other claims of Seller or any Affiliate of Seller against any Person to the extent related or attributable to periods on or prior to the Effective Time (including claims for adjustments or refunds) or for which Seller is liable for payment or required to indemnify Buyer under Article 11 (whether or not such claims are pending or threatened as of the Execution Date or the Closing Date); (c) (i) the right to b▇▇▇ nonoperating interest owners under Contracts for (A) any operating costs and expenses paid by Seller with respect to periods prior to the Closing and (B) any overhead chargeable to nonoperating interest owners under the applicable Contracts prior to the Closing with respect to any Asset that is operated by Seller or any of its Affiliates (including, for the avoidance of doubt: , any C▇▇▇▇ overhead chargeable under joint operating agreements); (aii) any refundsthe accounts resulting from such joint interest b▇▇▇▇▇▇▇ described in clause (i); and (iii) all rights under the Contracts to collect such joint interest b▇▇▇▇▇▇▇ described in clause (i), creditsincluding, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes extent related to such joint interest b▇▇▇▇▇▇▇, Liens in favor of or imposed on Transferor Seller or any of its Affiliates; (bd) Tax Returns Subject to Section 2.1(r), all contracts of insurance and other books all claims, rights and records related to Taxes paid or payable by Transferor interests of Seller or any Affiliate of its Affiliates; Seller (ci) under any Contractspolicy or agreement of insurance or indemnity agreement, other than (ii) under any bond or security instrument, or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of an Asset prior to the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivablesEffective Time; (e) all claims of Seller to any Information Technology refunds or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Softwarecredits for any Taxes constituting Retained Obligations, together with any interest due thereon or penalty rebate arising therefrom; (f) all audit rights arising under any Intellectual Property Rights other than Transferred IP Rightsof the Contracts attributable to any period prior to the Effective Time or to any of the Excluded Assets; (g) any data other than database schemathose Contracts, claims, properties, assets or database structures, included in the Transferred Softwarerights set forth on Schedule 2.2; (h) any Software that is not Transferred Software all revenues or other income resulting from or other amounts due, or benefits, associated with or resulting from the settlement, final judgment, determination or other outcome of (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely or with respect to) the Laredo Interpleader Matter or the Palo Matter, in each case to the extent that it is licensed pursuant attributable to Section 5.13 hereof)the Assets with respect to time periods occurring prior to the Effective Time; (i) all indemnity rights of Seller’s proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwiseintellectual property; (j) all Seismic Data; (k) communication equipment, including, without limitation telephones, cell phones and tablets, computers and related switching equipment, hardware and software, including, without limitation, computer peripherals and printers, but not including SCADA or radio telemetry equipment; (l) all corporate, financial, Tax, and legal data and records of Seller that relate to Seller’s business generally (whether or not relating to the Assets) or to Seller’s business, operations, assets, and properties not expressly included in this Agreement; (m) any data, software, and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a Third Party, or by applicable Law, and for which no consent to transfer or waiver has been received and/or for which Buyer has not agreed in writing to pay the fee or other consideration, as applicable; provided, in each case, that Seller shall use commercially reasonable efforts (without the obligation to pay any out of pocket costs or assume any Liability) to cause the release and/or transfer of all such data, software and records; (n) all trucks and other motor vehicles; (o) all legal records and legal files of Seller, including all work product of, and attorney-client communications with, Seller’s legal counsel (other than Leases, title opinions, and Contracts); (p) data and records relating to the sale of the Assets, including communications with the advisors or representatives of Seller or its Affiliates; (q) any data and records to the extent relating to the Excluded Assets; (r) any Hedge Contracts and any Debt Instruments; (s) any master services agreements or similar Contracts of Seller or its Affiliates; (t) those original data and records retained by Seller pursuant to Section 6.3 (Section 2.2(g) and Section 2.2(l) through Section 2.2(t) shall hereinafter be referred to as the “Excluded Records”); (u) any assets described in Section 2.1(f) or 2.1(g) that are not assignable; (v) all rights and interests of Seller in and to the leases, subleases, other leasehold interests or claims that accrue other interests comprising the Oil and Gas Properties, Easements, Real Properties and Applicable Contracts, in each case, to the extent, and only to the extent, necessary or will accrue useful for Seller, at its sole risk and expense, to Transferor under this Agreement own, access or operate its interests in properties located outside the Lands and the other Excluded Assets; (w) the portions of the Northern Electrical System to the extent (i) located behind the nearest point or points of interconnection with the transmission and distribution facilities owned by an Electricity Provider servicing the Assets and (ii) reasonably necessary to allow Seller to operate any other Transaction Documentwell or facility included in the Excluded Assets or otherwise owned by Seller, but in each case excluding the portions of the Northern Electrical System required to be conveyed to Buyer pursuant to Section 6.18 (the “Retained Electrical Infrastructure”); and (kx) any assetsassets that are finally excluded from the transactions contemplated by this Agreement, propertiesif any, claims pursuant to Section 6.2(b), Section 6.8(c), Section 6.10(c) or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing PlatformSection 8.9(c).

Excluded Assets. Notwithstanding anything in any provision of this Agreement to the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee Sale Assets shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than include the Transferred Assets following (all such assets, properties, claims and rights, collectively, the “"Excluded Assets”), including, for the avoidance of doubt:"): (a) any refundsAny and all cash, creditsbank deposits and other cash equivalents, overpayments or other recoveries ofcertificates of deposits, against or marketable securities, cash deposits made by Sellers to secure contract obligations, and all accounts receivable (except in respect of any Taxes imposed on or with respect each case to the Transferred Assets extent Sellers receive a credit therefor under Section 2.7 and except for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliatesrights to receive payments after the date hereof pursuant to the Fox Children's Network Payment Rights); (b) Tax Returns All rights and other books claims of any Seller whether mature, contingent or otherwise, against third parties relating to the Assets or the Stations, whether in tort, contract, or otherwise, to the extent arising during and records related relating to Taxes paid or payable by Transferor or any of its Affiliatesperiod prior to the Closing Date; (c) any Contracts, other than All prepaid expenses (and rights arising therefrom or related thereto) except to the Transferred Contracts (including extent taken into account in determining the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee)Adjustment Amount under Section 2.7; (d) any accounts receivable or All Benefit Plans (other receivablesthan the Assumed Plans); (e) Any and all claims of any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred SoftwareSeller with respect to any Tax refunds; (f) All of each Seller's rights under or pursuant to this Agreement or any Intellectual Property Rights other than Transferred IP Rightsrights in favor of Sellers pursuant to the other Documents; (g) any data other than database schema, or database structures, included in All rights to payments made prior to the Transferred Softwaredate hereof pursuant to the Fox Children's Network Payment Rights; (h) any Software that is not Transferred Software (it being understood that Guarantor All loan agreements and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof)other instruments evidencing indebtedness for borrowed money; (i) All contracts of insurance, all indemnity coverages and proceeds thereunder and all rights and other claims and actions in connection therewith, including, without limitation, rights arising out of occurrences before or after the Closing from any refunds due with respect to insurance premium payments to the extent primarily arising out of or that primarily they relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwisesuch insurance policies; (j) all rights All tangible personal property disposed of or claims that accrue or will accrue consumed between the date hereof and the Closing Date in accordance with the terms and provisions of this Agreement; (k) Sellers' corporate minute books, corporate seal, stock transfer records and other corporate records and any records relating to Transferor under this Agreement or any Excluded Assets and to liabilities other Transaction Documentthan the Assumed Obligations; and (kl) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing PlatformThe assets listed and identified on Schedule 2.2(l).

Excluded Assets. Notwithstanding anything in this Section 2.1 or elsewhere in this Agreement or in any of the other Transaction Documents to the contrary, Guarantor and its Subsidiaries nothing herein shall retainbe deemed to sell, transfer, assign or convey (or require the Sellers to do any of the foregoing as to) the following assets to the Purchaser or any Designated Purchaser, and the Transferee Sellers shall not acquire, any direct or indirect rightretain all of their respective rights, title and interest interests in and to, and the Purchaser and the Designated Purchasers shall have no rights with respect to, the rights, title and interests of the Sellers in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets following assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”): (a) cash equivalents, accounts receivable (including intercompany receivables but excluding the CIP Unbilled Accounts Receivable of the Acquired Business as of the Closing Date), bank account balances and all p▇▇▇▇ cash of the Sellers; (b) all rights to Tax refunds, Tax credits or similar Tax benefits relating to the Assets or the Acquired Business allocable to a Pre-Closing Taxable Period or to the portion of a Straddle Period ending on and including the Closing Date, except to the extent expressly transferred by this Agreement to the Purchaser or a Designated Purchaser and, for the avoidance of doubt, excluding any such item with respect to Transfer Taxes that are the responsibility of the Purchaser pursuant to Section 6.1, which shall be for the benefit of the Purchaser; (c) other than the Assigned Contracts and any other contract rights transferred in connection with the Assets, pursuant to Section 2.1.1, Section 5.13 or Section 5.14(b), any rights of the Sellers under any Contract (including, for the avoidance of doubt: (a) , and without limiting any refundsrights under, creditsthe Subcontract Agreement, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a PreNon-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Assigned Contracts, other than the Transferred Bundled Contracts, the Excluded 365 Customer Contracts, the Excluded Non-365 Customer Contracts and the Seller Insurance Policies (including the portion of Shared Contracts not required except pursuant to be or otherwise not assigned, transferred and conveyed to TransfereeSection 2.1.1(l)); (d) any accounts receivable security deposits (including, for the avoidance of doubt, any Cash Collateral) made by or other receivableson behalf of the Sellers (including those relating to Other Contracts that are Assigned Contracts); (e) any Information Technology or other tangible personal property the minute books, stock ledgers and Tax records of the Sellers other than the Transferred Tangible Personal Property and Transferred SoftwareTax records described in Section 2.1.1(m); (f) (i) any Intellectual Property Rights books, records, files, documentation or sales literature other than Transferred IP Rightsthe Business Information (subject to clause (iii) of this subsection (f)), (ii) any Employee Records other than those required to be delivered to the Purchaser pursuant to Section 5.6(e) and Article VII and (iii) such portion of the Business Information that the Sellers are required by Law (including Laws relating to privacy but subject to any exemption from those Laws included in the Canadian Approval and Vesting Order or the U.S. Sale Order), in connection with any Action or Claim or by any agreement with a Third Party to retain and/or not to disclose (provided that copies of such information shall be provided to the Purchaser to the extent permitted by applicable Law, under the applicable Action or such agreement, but in any event, copies of the Business Information with such sensitive information redacted shall be provided to the Purchaser); (g) any data other than database schemaright to any Intellectual Property (i) of any Seller (including the Sellers’ names) or any Affiliates of any Seller, or database structures, included in with the exception of (A) the Transferred SoftwareIntellectual Property, and (B) Intellectual Property to the extent rights are granted thereto pursuant to the Intellectual Property License Agreement or the Trademark License Agreement, and (ii) of any Third Party, except to the extent licensed under an Assigned Contract or otherwise granted pursuant to Section 5.4(c); (h) any Software that is not Transferred Software (it being understood that Guarantor all rights of the Sellers under this Agreement and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof)other Transaction Documents; (i) all indemnity claims, causes of action and rights and other claims and actions arising out of occurrences before the Sellers or after the Closing any Subsidiary thereof to the extent primarily arising out of or that primarily relate relating to any Excluded Liabilities or to any Liabilities for which the Sellers are responsible under this Agreement (including rights of the Excluded Assets set-off, rights to refunds and rights of recoupment from or Retained Liabilities, whether arising by way of counterclaim or otherwiseagainst any Third Party but excluding any Acquired Actions); (j) all of the rights and claims of the U.S. Debtors available to the U.S. Debtors under the U.S. Bankruptcy Code, of whatever kind or claims that accrue or will accrue to Transferor under this Agreement or nature, as set forth in sections 544 through 551, inclusive, 553, 558 and any other Transaction Documentapplicable provisions of the U.S. 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 but excluding any Acquired Actions; (k) all records containing personal communications or notes related to the negotiations prepared in connection with the sale of the Assets; (l) all stock or other equity interests in any Person; (m) any asset owned by NN Turkey, the LGN Joint Venture or Guangdong - Nortel Telecommunications Equipment Co. Ltd.; (n) any assets, properties and rights to the extent relating to the Excluded Products and Services (except in all cases as otherwise provided in the Intellectual Property License Agreement); (o) any refunds due from, or payments due on, claims with the insurers of any Sellers in respect of losses arising prior to the Closing Date, other than as specified in Section 2.1.1(l); (p) any Equipment other than the Owned Equipment; and (kq) any assetsInventory other than the Owned Inventory. In addition to the above, propertiesthe Sellers, claims or rights at the Sellers’ sole costs, shall have the right to retain, following the Closing, copies of any operationsbook, functions record, literature, list and any other written or businesses of Guarantor recorded information constituting Business Information to which the Sellers in good faith determine they are reasonably likely to need access for bona fide business or any of its Subsidiaries to legal purposes, including in connection with the extent not involved in the Mortgage Servicing PlatformBankruptcy Proceedings.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement Agreement, the Seller does not sell, transfer, convey, assign or deliver to the contrary, Guarantor and its Subsidiaries shall retainPurchaser, and the Transferee Purchaser shall not purchase or otherwise acquire, and the Purchased Assets shall not include, any direct or indirect right, title and interest in and toor to any of the following assets of the Seller, any assets, properties, claims and rights all of Guarantor or its Subsidiaries other than which shall be retained by the Transferred Assets Seller (all such assets, properties, claims and rights, collectively, assets being collectively referred to hereinafter as the “Excluded Assets”), including, for the avoidance of doubt:): (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect except to the Transferred Assets extent (and solely to the extent) set forth in Section 2.1(a), Section 2.1(c)(2), Section 2.1(e)(2), Section 2.1(f), Section 2.1(g), Section 2.1(h), Section 2.1(j), Section 2.1(k), Section 2.1(l) and Section 2.1(m), all the assets, rights and properties of every kind and description and wherever located, whether tangible or intangible, real, personal or mixed, used in, held for a Pre-Closing Tax Period use in, or any Taxes of or imposed on Transferor or any of its Affiliatesrelated to the Seller Other Businesses; (b) Tax Returns and other books and records related to Taxes paid all rights of the Seller arising under this Agreement or payable by Transferor the Ancillary Agreements, or any from the consummation of its Affiliatesthe transactions contemplated hereby or thereby; (c) any Contractsall cash and cash equivalents, securities (other than the Transferred Contracts (RentWiki Holdco, LLC securities owned by the Seller) and negotiable instruments on hand, in lock boxes, in financial institutions or elsewhere, including the portion of Shared Contracts not required to be any cash residing in any collateral cash account securing any obligation or otherwise not assigned, transferred and conveyed to Transferee)contingent obligation; (d) all receivables or accounts or rights under any accounts receivable Contract between the Seller and any of its Members (or other receivablesAffiliates of any of its Members), except for all receivables relating to wholesale fees or profit pass-over fees due from Members (or any Affiliates of Members) under the Contracts set forth on Schedule 7.7 in respect of pre-Closing sales by Members (or such Affiliates) of Products; (e) except as set forth on Schedule 2.1(e), any Information Technology and all right, title and interest of the Seller in and to any Real Property, whether owned, leased or other tangible personal property other than otherwise and whether or not related to the Transferred Tangible Personal Property and Transferred SoftwareBusiness; (f) any all Intellectual Property Rights other than Transferred IP Rightsrights, except the Business Intellectual Property and the rights to Intellectual Property granted under the Business Contracts; (g) any data other than database schemaall insurance policies relating to the Business and all claims, credits, causes of action or database structures, included in the Transferred Softwarerights thereunder and proceeds thereof; (h) all assets of any Software employee or independent contractor compensation, benefit plan, program or arrangement that is not Transferred Software (it being understood maintained or contributed to by the Seller, except for those assets that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely are transferred to the extent that it is licensed Purchaser pursuant to Section 5.13 hereof)Article VIII; (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate any right to any refund or credit with respect to Taxes in accordance with the provisions of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwiseArticle IX; (j) all rights or claims any assets that accrue or will accrue to Transferor under have been disposed of in compliance with this Agreement after the date hereof and prior to the Closing; (k) all Books, Records and Files (1) to the extent relating to the Seller Other Businesses, Excluded Assets or any other Transaction DocumentExcluded Liabilities, wherever located, including the Tax Returns and Books, Records and Files relating to income and similar Taxes of the Seller or its Members, and (2) comprising minute books, transfer books, formation records and similar documents of the Seller; and (kl) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platformother assets set forth on Schedule 2.2(l).

Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.01 or elsewhere in this Agreement to Agreement, the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets following (all such assets, properties, claims and rights, collectively, the “Excluded Assets”)): shall not be part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets, including, for and shall remain the avoidance property of doubtSeller or its Affiliates after the Closing: (a) any refunds, credits, overpayments or other recoveries of, against or in respect all cash and cash equivalents of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or Seller and any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliatesall Accounts Receivable; (c) any Contracts, all Contracts other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee)Contracts; (d) all Governmental Authorizations of Seller or any accounts receivable or of its Affiliates other receivablesthan the Transferred Governmental Authorizations; (e) all intellectual property of Seller or any Information Technology or other tangible personal property of its Affiliates other than the Transferred Tangible Personal Property and Transferred SoftwareIntellectual Property; (f) all of the following: (A) any Intellectual Property Rights records to the extent related to any Excluded Asset or Retained Liability, (B) any original tax records to the extent related to Taxes that constitute Retained Taxes (provided, however, that such Tax records shall be provided to Purchaser upon Purchaser’s reasonable request), (C) any records of Seller or its Affiliates other than the Transferred IP RightsBooks and Records, (D) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege and (E) any documents that were received from Third Parties in connection with their proposed acquisition of the Purchased Assets or that were prepared by Seller or any of its Affiliates in connection therewith; (g) all rights and claims of Seller or any data other than database schemaof its Affiliates to the extent relating to any Excluded Asset or any Retained Liability, including any such items arising under insurance policies and all guarantees, warranties, indemnities and similar rights in favor of Seller and its Affiliates in respect of any Excluded Asset or database structures, included in the Transferred Softwareany Retained Liability; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies refund or credit of any such Transferred Software solely Taxes to the extent that it is licensed pursuant attributable to Section 5.13 hereof)any Retained Taxes; (i) all indemnity rights of Seller and its Affiliates under this Agreement and the other claims agreements and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwiseinstruments executed and delivered in connection with this Agreement; (j) all rights land, buildings, improvements and fixtures thereon owned or claims that accrue or will accrue to Transferor under this Agreement leased by Seller or any other Transaction Documentof its Affiliates; and (k) any assetsall tangible personal property and other fixed assets and interests therein, propertiesincluding all equipment, claims furnishings, furniture and fixtures, owned or rights of any operations, functions or businesses of Guarantor leased by Seller or any of its Subsidiaries Affiliates, including the tangible personal property and other fixed assets and interests therein, and any warranty rights applicable to the extent not involved in the Mortgage Servicing Platformsuch tangible personal property, fixed assets and equipment.

Excluded Assets. Notwithstanding anything in this Agreement Section 2.01(a) or Section 2.01(b) to the contrary, Guarantor and its Subsidiaries Buyer shall retainnot purchase, and the Transferee Purchased Assets shall not acquireinclude, any direct or indirect right, title and interest in and to, any of the following assets, properties, claims rights and rights properties of Guarantor Parent or its Subsidiaries other than the Transferred Assets Affiliates (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt:): (ai) any refunds, credits, overpayments Cash; (ii) any accounts receivable; (iii) any bank accounts or other recoveries of, against or in respect of bank account records; (iv) any Taxes imposed on or with respect Tax Returns not exclusively related to the Transferred Purchased Assets and the Business and any refunds or credits for Taxes attributable to a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its AffiliatesPeriod; (bv) Tax Returns and other books and records related to Taxes paid except as otherwise expressly set forth in this Agreement or payable by Transferor or any of its Affiliatesthe Ancillary Agreements, including Section 2.01(a), all Tangible Property that is not Transferred Personal Property; (cvi) any Contractsassets, rights and properties that are not primarily relating to or primarily used in the Business, except as otherwise expressly set forth in this Agreement or any Ancillary Agreement; (vii) all rights of Parent and its Affiliates in real property, other than the Transferred Contracts Leased Real Property; (viii) (A) all Books, Records and Files related to corporate organization of Parent and its Subsidiaries, including minute books and (B) the portion of the Books, Records and Files that do not relate to the Business; (ix) subject to Section 5.04 and any license granted in accordance therewith, the Seller Licensed Marks; (x) any Parent Plans; (xi) the Parent Retained Intellectual Property; (xii) (A) all rights of Parent and its Affiliates arising under this Agreement or from the consummation of the transactions contemplated hereby, (B) Contracts to which Parent or its Subsidiaries are a party that are (w) the portion of Retained Shared Contracts not required relating to be the Business, (x) any Enterprise-Wide Contracts; or otherwise not assigned(y) unrelated to the Business, transferred or (C) those Contracts listed on Section 2.01(c)(xii) of the Seller Disclosure Schedule (collectively, such Contracts in (A), (B) and conveyed to Transferee(C), the “Retained Contracts”); (dxiii) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property all IT Assets, other than the Transferred Tangible Personal Property and Transferred SoftwareIT Assets; (fxiv) any Intellectual Property Rights all Permits, other than Transferred IP Rightsthe Business Permits; (gxv) any data other than database schema, or database structures, included in the Transferred SoftwareAffiliate Arrangements; (hxvi) any Software that is not Transferred Software (it being understood that Guarantor except as otherwise expressly set forth in Section 2.01(a)(xii) and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) 5.18, all indemnity insurance policies and rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Documentthereunder; and (kxvii) any assets, properties, claims or rights other assets listed on Section 2.01(c)(xvii) of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing PlatformSeller Disclosure Schedule.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement Agreement, in no event shall the Sellers be deemed to the contrarysell, Guarantor and its Subsidiaries shall retaintransfer, assign or convey, and the Transferee Sellers shall not acquire, any direct or indirect retain all right, title and interest to, in and to, any under the following assets, properties, claims interests and rights of Guarantor or its Subsidiaries other than the Transferred Assets Sellers (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt:): (a) any refundsall Contracts that are not Assigned Contracts, credits, overpayments or other recoveries of, against or in respect including Contracts set forth on Schedule 1.2(a) of any Taxes imposed on or with respect to the Transferred Assets for a PreDisclosure Schedule (the “Non-Closing Tax Period or any Taxes of or imposed on Transferor or any of its AffiliatesAssigned Contracts”); (b) Tax Returns and other books and records related to Taxes paid all Documents (whether copies or payable by Transferor or any of its Affiliates; originals) (ci) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily they relate solely to any of the Excluded Assets or Retained Excluded Liabilities, whether arising (ii) that a Seller is required by way Law to retain and is prohibited by Law from providing a copy of counterclaim to the Purchaser or otherwise(iii) prepared primarily in connection with the transactions contemplated by this Agreement, including bids received from other parties; (jc) except for (i) the ▇▇▇▇▇▇▇▇ Islands Equity (ii) the profits interest set forth in Section 1.1(bb) or (iii) any capital stock or other equity interests held, directly or indirectly, by ▇▇▇▇▇▇▇▇ Islands, all shares of capital stock or other equity interests of the Sellers or securities convertible into, exchangeable or exercisable for any such shares of capital stock or other equity interests; (i) any of the Sellers’ director and officer insurance policies, fiduciary policies or employment practices policies (in each case of the foregoing, including any tail policies or coverage thereon) and (ii) the insurance policies set forth on Schedule 1.2(d)(ii) of the Disclosure Schedule (the “Excluded Policies”), any of the Seller’s rights, claims, demands, proceedings, credits, causes of action or rights of set off thereunder and any letters of credit related to the Excluded Policies; (e) [Reserved]; (f) all rights or claims that accrue or will accrue the Sellers may have against any Person solely with respect to Transferor any Excluded Assets; (g) the Sellers’ rights under this Agreement or any and the other Transaction DocumentDocuments; and (kh) any assets, properties, claims or rights the plans set forth on Schedule 1.2(h) of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in Disclosure Schedule (the Mortgage Servicing Platform“Excluded Plans”).

Excluded Assets. Notwithstanding anything in any provision of this Agreement to the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee Assets of each Transferring Party shall not acquire, any direct include the following assets or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than property (the Transferred Assets (all such assets, properties, claims and rights, collectively, the “"Excluded Assets”), including, for the avoidance of doubt:"): (a) any refundsAny and all cash, creditsbank deposits and other cash equivalents, overpayments or other recoveries ofcertificates of deposit, against or in respect securities, cash deposits made on behalf of any Taxes imposed on or with respect Station of the Transferring Party to secure contract obligations (except to the Transferred Assets extent the Transferring Party receives a credit therefor in determining the Adjustment Amount under Section 2.7), and all accounts receivable (other than non-cash receivables under Trade Agreements of the Transferring Party) for a Pre-services performed or for goods sold or delivered by any Station of the Transferring Party prior to the Closing Tax Period or any Taxes of or imposed on Transferor or any of its AffiliatesDate; (b) Tax Returns All rights and claims of the Transferring Party whether mature, contingent or otherwise, against third parties with respect to, or which are made under or pursuant to, other books and records related Excluded Assets of the Transferring Party or which relate to Taxes paid or payable by Transferor or any of its Affiliatesthe period prior to the Closing; (c) any Contracts, other than All prepaid expenses of the Transferred Contracts Transferring Party (including and rights arising therefrom or related thereto) except to the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee)extent the Transferring Party is given a credit therefor in determining the Adjustment Amount under Section 2.7; (d) any accounts receivable or other receivablesAll Benefit Plans of the Transferring Party; (e) All Tax Returns (and supporting materials), and all claims of the Transferring Party with respect to any Information Technology or other tangible personal property other than Tax refunds, relating to any Station of the Transferred Tangible Personal Property and Transferred SoftwareTransferring Party; (f) All of the Transferring Party's rights under or pursuant to this Agreement or the TBA, or any Intellectual Property Rights other than Transferred IP Rightsrights in favor of the Transferring Party pursuant to the other Documents; (g) any data All loan agreements, letters of credit and other than database schema, or database structures, included in the Transferred Softwareinstruments evidencing indebtedness for borrowed money; (h) All contracts of insurance, all coverages and proceeds thereunder and all rights in connection therewith, including, without limitation, rights arising from any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely refunds due with respect to insurance premium payments to the extent that it is licensed pursuant they relate to Section 5.13 hereof)such insurance policies; (i) all indemnity rights All tangible personal property disposed of or consumed between the date hereof and other claims and actions arising out of occurrences before or after the Closing Date in accordance with and pursuant to the extent primarily arising out terms and provisions of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwisethis Agreement; (j) all rights or claims that accrue or will accrue The Transferring Party's corporate minute books, ownership transfer records and other entity records, and any records relating to Transferor under this Agreement or any other Transaction Document; andExcluded Assets of the Transferring Party and to Liabilities of the Transferring Party other than the Recipient Party's Assumed Obligations; (k) any assetsIn the case of the Emmis Assets, properties, claims or all rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved names "Sinc▇▇▇▇," "Sinc▇▇▇▇ ▇▇▇adcast Group," "Sinc▇▇▇▇ ▇▇▇munications," "Emmis" and any logo or variation thereof and goodwill associated therewith; and in the Mortgage Servicing Platform.case of the Bonneville Assets, all rights to the name "Bonneville" and any logo or variation thereof and goodwill associated therewith;

Excluded Assets. Notwithstanding anything Nothing in this Agreement will require Seller to the contrary, Guarantor and its Subsidiaries shall retainsell or transfer to Purchaser, and the Transferee shall Specified Assets will not acquirebe deemed to include, any direct of the following assets or indirect right, title and any right or interest in and to, or to any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets following assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt: ): (a) subject to Section 1.10 and without limiting any refundsobligation of Seller thereunder, creditsany Specified Contract, overpayments if (i) a Consent is required to be obtained from any Person in order to permit the sale or other recoveries oftransfer to Purchaser of the rights of Seller under such Specified Contract; and (ii) such Consent shall not have been obtained by the Closing; provided, against or in respect of however, that after obtaining any Taxes imposed on or with respect to such Consent after the Transferred Assets for Closing, such Specified Contract shall be a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; Specified Asset; (b) Tax Returns and other books and records related the BARDA Contract (it being agreed that upon execution of a Novation Agreement the BARDA Contract shall be deemed to Taxes paid or payable by Transferor or any of its Affiliates; be a Specified Asset); (c) any Contractscash, cash equivalents or Accounts Receivable, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); Purchased Accounts Receivable; (d) any accounts receivable or other receivables; Tax records of Seller (including all tax returns) related to the Specified Assets; (e) all rights of Seller to any Information Technology refunds, or rights or claims to refunds, of Taxes, Tax deposits, Tax prepayments, Tax credits or other tangible personal property Tax assets attributable to a Tax payment made or other than Tax-related action taken by Seller (including any refunds, or rights or claims to refunds, of Taxes, Tax deposits, Tax credits or other Tax assets for any taxable period prior to the Transferred Tangible Personal Property and Transferred Software; Closing Date); (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schemaautomobiles, office, telecommunications, network, and information technology equipment, computers and software or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights software as a service and other claims infrastructure and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwiserelated tangible assets; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platform.

Excluded Assets. Notwithstanding anything in this Agreement to the contrarycontrary herein, Guarantor the following assets, rights or properties of or in the possession of the Seller Parties (the “Excluded Assets”) shall be retained by the Seller Parties and their Affiliates, other than the Transferred Entities: (i) all Available Contracts (other than Transferred Contracts) and all Contracts not related to the Business (“Excluded Contracts”); (ii) Cash in excess of the Target Cash Amount; (iii) other than the Transferred Owned Real Property and Transferred Leased Real Property, all right, title and interest in owned and leased real property together with all improvements, facilities, fixtures and appurtenances thereto and all rights in respect thereof, and all servitudes, easements, rights-of-way, other surface use agreements and water use agreements related thereto and, with respect to any such leased real property, all rights in respect thereof (including all options and rights of first refusal) and all tenements, hereditaments, appurtenances and other property rights appertaining thereto (collectively, the “Excluded Real Property”); (iv) all Causes of Action (i) against any Seller Party or any of their respective current or former directors, managers, officers equityholders or Affiliates (as of the date hereof and as of the Closing), including any Cause of Action that is the subject of or may be brought by the Debtors’ subcommittee of the special committee of the Board, other than those arising out of or relating to any Transaction Agreement, (ii) arising under Chapter 5 of the Bankruptcy Code, whether pursuant to federal Law or state Law equivalents, or (iii) arising with respect to an Excluded Asset and Excluded Liability (each, an “Excluded Causes of Action”); (v) all claims, rights or interests of the Seller Parties and their Affiliates (other than the Transferred Entities) in or to any refund, rebate, abatement or other recovery for Taxes (other than in respect of (i) any Transfer Taxes borne by Buyer pursuant to Section 9.01 and (ii) any Taxes allocable to Buyer pursuant to Section 9.02), and any other Tax assets (including any Tax attributes), together with any interest due thereon or penalty rebate arising therefrom, for any Tax period (or portion thereof); related thereto; (vi) all Tax Returns and all records (including all working papers) (vii) other than the Transferred Insurance Policies, all other Insurance Policies and all rights of any nature with respect to any such Insurance Policy, including any recoveries thereunder and any rights to assert claims seeking any such recoveries; (viii) all nontransferable Permits, including nontransferable Environmental Permits; (ix) all non-transferrable options and rights of first refusal related to the Transferred Leased Real Property; (x) all Intellectual Property that is owned or purported to be owned by any Seller Party, other than the Business Intellectual Property and Business Technology; (xi) all rights and interests of the Seller Parties under the Transaction Agreements; (xii) all assets, rights and properties of or relating to the Employee Plans that are not Assumed Employee Plans or Transferred Entity Employee Plans; (xiii) (A) all minute books (and other similar corporate records) and stock records, (B) any books and records related to the Excluded Assets, (C) any books and records or other data or materials of or in the possession of the Seller Parties that (x) any of the Seller Parties are required by Law or by Final Order of the Bankruptcy Court to retain, (y) any of the Seller Parties reasonably believes are necessary to enable the Seller Parties to prepare and/or file Tax Returns or (z) any of the Seller Parties are prohibited by Law, Contract or Seller Party’s or Transferred Entity’s public-facing policies, notices or other disclosures concerning the collection, use, or processing of Personal Data (“Privacy Policies”) from delivering to Buyer (including confidential and personal medical records and Personal Data) or (D) any copies of any books and records that Seller and its Subsidiaries Affiliates retain pursuant to Section 7.03; provided, that the Seller Parties shall retainpermit Buyer to make copies of any books and records excluded pursuant to clause (C) to the extent not prohibited by Law, Contract or any Seller Party’s or Transferred Entity’s Privacy Policies; (xiv) (A) all records and reports prepared or received by any Seller Party or any of its Affiliates in connection with the sale of the Business or the Transactions or any other Transaction Agreement, including all analyses relating to Buyer or any other third-party bidder so prepared or received and (B) all bids and expressions of interest received from third parties with respect to the Business; (xv) any warranties, representations and guarantees pertaining to any Excluded Asset and all rights and defenses pertaining to any Excluded Liability; (xvi) all adequate assurance deposits posted in accordance with section 366 of the Bankruptcy Code and the Transferee shall not acquire, any direct or indirect prepaid expenses and deposits set forth on Schedule 2.02(b)(xvi); (xvii) all right, title and interest in and toto all shares, capital stock and other equity interests of any assetsPerson owned by any Seller Party, properties, claims and rights of Guarantor or its Subsidiaries other than including the Transferred Assets Equity Interests (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance transfer of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable which shall be governed by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to TransfereeSection 2.01); (dxviii) any accounts receivable or other receivables; (e) any Information Technology or all personal property and interests therein, including furniture, furnishings, office equipment, communications equipment, vehicles, and other tangible personal property to the extent exclusively related to the business of the Seller Parties (other than the Transferred Tangible Personal Business) or located or operated exclusively at the Excluded Real Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereofitems listed on Schedule 2.02(a)(xvi)); (ixix) the bank accounts set forth on Schedule 2.02(b)(xix) (including any Cash held therein) and all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwisenontransferable bank accounts; (jxx) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; andassets, properties or rights set forth on Schedule (kxxi) any assetsTransferred Asset that is (A) not located on Transferred Owned Real Property or Transferred Leased Real Property and (B) not removed by Buyer or its Affiliates within sixty (60) days following the Closing from the property where such Transferred Asset is located on the Closing Date, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platformshall be deemed an Excluded Asset and thereafter abandoned property.

Excluded Assets. Notwithstanding anything Consistent with the provisions of Section 13.1, nothing in this Agreement to the contrary, Guarantor and its Subsidiaries shall retainwill constitute or be construed as conferring on either Purchaser, and the Transferee neither Purchaser shall not be entitled to purchase or acquire, any direct or indirect right, title and or interest in and toin, any to or under the following assets, interests, properties, claims and rights of Guarantor facilities, rights, licenses or its Subsidiaries other than contracts (the Transferred Assets (all "Excluded Assets"), except to the extent Seller owns an interest in such assets, interests, properties, claims and facilities, rights, collectivelylicenses or contracts as a tenant in common with the other STP Owners, in which event and to such extent, Seller's undivided interest in such assets, interests, properties, rights, licenses and contracts shall constitute Purchased Assets. The following are the “Excluded Assets”), including, for the avoidance of doubt: (a) any refundsThe assets listed or described on Schedule 2.2(a), creditswhich are related to the Purchased Assets but are specifically excluded from the Transactions; (b) Certificates of deposit, overpayments shares of stock, securities, bonds, debentures, evidences of indebtedness, and interests in joint ventures, partnerships, limited liability companies and other entities, except the assets comprising Seller's Decommissioning Funds to the extent assignable hereunder; (c) Cash, cash equivalents, bank deposits, accounts and notes receivable (trade or other recoveries otherwise), and similar working capital items, except for (i) such assets on deposit with, or under the control of, against or in respect the Operating Agent and (ii) the assets comprising Seller's Decommissioning Funds; (d) Any and all data and information pertaining to customers of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor Seller or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid , whether or payable by Transferor or any of its Affiliates; (c) any Contracts, other than not located at the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivablesGeneration Facility; (e) Rights in, to and under all contracts, agreements, arrangements or commitments of any Information Technology nature to the extent not assigned to a Purchaser, or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Softwareobligations of which are not assumed by a Purchaser, under the terms of this Agreement; (f) All trade accounts receivable, notes, bonds and other evidences of indebtedness and any Intellectual Property Rights other than Transferred IP Rightsrights to receive payments accrued or arising out of sales from the Generation Facility prior to the Closing and the security arrangements, if any, related thereto, including any rights with respect to any third party collection procedures or any other actions or proceedings which have been commenced in connection therewith; (g) Rights arising under this Agreement or any data other than database schema, instrument or database structures, included in document Executed and delivered pursuant to the Transferred Softwareterms hereof; (h) any Software that is Any and all books and records not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to described in Section 5.13 hereof2.1(g); (i) All of Seller's rights under any Generation Facility Insurance Policies in respect to any and all indemnity rights and other claims and actions arising out made against Seller or any of occurrences before Seller's Affiliates under such policies whether such claims are asserted before, on or after the Closing Date and all rights to any proceeds payable in respect of such claims under any such policy; (j) Any claims or causes of action, choses in action, rights of recovery, rights of set-off, rights to refunds and similar rights, including but not limited to claims for refunds, prepayments, offsets, recoupments, and insurance proceeds, condemnation awards, judgments and the like and rights in, to or under any insurance policy or refund of Taxes, relating to or arising out of the period prior to Closing, (i) that do not arise from events, circumstances, occurrences or conditions that create a liability for which a Purchaser is responsible hereunder as an Assumed Liability, and (ii) in respect of which Seller or any of its Affiliates has incurred out-of- pocket costs or losses on the basis of which such claims, choses in action, rights of recovery, rights of set-off, rights to refunds or similar rights may be asserted, but only to the extent primarily arising out of such costs and losses incurred prior to Closing; (k) All privileged or proprietary materials, documents, information, media, methods and processes, except to the extent owned by the STP Owners in common or by the Operating Agent on behalf of the STP Owners or on behalf of Seller as one of the STP Owners, and any and all rights to use the same, including the AEP Marks and other intangible assets of an intellectual property nature, and computer software that primarily relate is proprietary to Seller or any of its Affiliates, or the use of which under the pertinent license therefor is limited to operation by Seller or any of its Affiliates or on equipment owned by Seller or any of its Affiliates, including those listed or described on Schedule 2.2(k); (l) The right to receive mail and other communications relating to any of the Excluded Assets or Retained Excluded Liabilities, whether arising all of which mail and other communications, to the extent received by way of counterclaim or otherwisea Purchaser, shall promptly be forwarded by such Purchaser to Seller; (jm) Claims relating to or pertaining to any refund or credit on or after the Closing Date of all rights or claims that accrue or will accrue to Transferor under this Agreement or any part of Department of Energy Decommissioning and Decontamination Fees paid by or on behalf of Seller in respect of the Generation Facility; (n) Seller's notional account balance at ▇▇▇▇ attributable to any Generation Facility Insurance Policy, including ▇▇▇▇ Accidental Outage Policy coverage with respect to the STP Interest or the Generation Facility, and all policyholder distributions in the future in respect of same; (o) All tariffs, agreements and arrangements to which Seller is a party for the purchase or sale of electric capacity and/or energy or for the purchase of transmission or ancillary services, except for tariffs, agreements or arrangements to which Seller is a party because such tariffs, agreements or arrangements were entered into by the STP Owners in common or by the Operating Agent as agent for the STP Owners; (p) All electrical transmission or distribution assets (as opposed to generation facilities or other Transaction Documentassets) of Seller or any of its Affiliates located at or forming a part of the Generation Facility, including all switchyard facilities, substation facilities and support equipment and the easements to use the real property on which they are located, if any, as contemplated in the STP Interim Restructuring Agreement, as well as all easements, permits, contracts, warranties, rights and entitlements, to the extent they relate to or benefit such transmission or distribution assets (other than any electrical transformation, interconnection or similar equipment identified on Schedule 2.1(b), all of which is included as Purchased Assets); (q) Any contract, agreement, arrangement or commitment of any nature in respect of any intercompany transaction between Seller, on the one hand, and any Affiliate thereof, on the other hand, whether or not such transaction relates to any contribution to capital, loan, the provision of goods or services, tax sharing arrangements, payment arrangements, intercompany advances, charges or balances, or the like, excluding the Ancillary Agreements and the Surviving Intercompany Arrangements (collectively, the "Intercompany Arrangements"); and (kr) any assetsAssets, interests, properties, claims facilities, rights, licenses or rights contracts of Seller that are not used or held for use primarily in connection with the ownership of the STP Interest or operation of the Generation Facility. At any operationstime or from time to time, functions up to ninety (90) days following the Closing, any and all of the Excluded Assets may be removed from the Generation Facility by Seller (at no expense to a Purchaser, but without charge by a Purchaser for temporary storage), provided that Seller shall do so in a manner that does not unduly or businesses unnecessarily disrupt normal business activities at the Generation Facility, and provided further that Excluded Assets may be retained at the Generation Facility to the extent permitted by easements, licenses, agreements or similar arrangements in favor of Guarantor Seller or any of its Subsidiaries to the extent not involved in the Mortgage Servicing PlatformAffiliates.

Excluded Assets. Notwithstanding anything the provisions of Section 1.01 or any other provision in this Agreement to the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee Buyer shall not acquire, any direct or indirect right, title assume and interest in and to, shall not purchase any assets, properties, claims and properties or rights of Guarantor any Company of any kind or its Subsidiaries nature whatsoever other than the Transferred Purchased Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt. Excluded Assets shall include: (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect all Cash and Equivalents and rights to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliatesall bank accounts; (b) Tax Returns of Sellers and any refund or credit of Taxes of any Seller; (c) all insurance policies of Seller and captive insurance company membership and other rights (and any equity interest therein) and all rights to applicable claims, refunds, and proceeds thereunder; (d) all rights to any claims and litigation available to or being pursued by any Seller, whether arising by counterclaim or otherwise and all subrogation and contribution claims and proceeds except those identified in Section 1.01(k); (e) Each Seller’s (i) organizational documents and stock certificates or other indicia of ownership, corporate seal, and minute books, (ii) Tax Returns and books, records, or information reasonably necessary to prepare and/or file Tax Returns, (iii) employee benefit-related files or records, (iv) other books and records which Seller is prohibited from disclosing or transferring to Buyer under applicable Law or is required by applicable Law to retain, and (v) books and records related to Taxes paid the Excluded Assets and Excluded Liabilities (provided, that in the case of each of the foregoing, unless prohibited by Law, Seller will afford Buyer and the Companies access to and copies of any such books, records, and other materials retained by Seller to the extent reasonably requested by Buyer or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to TransfereeCompanies for a proper purpose); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rightsthe rights which accrue or will accrue to Seller under the Transaction Documents; (g) any data other than database schema, or database structures, included in the Transferred Softwareall Plans and assets attributable thereto; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to all contracts other than the extent that it is licensed pursuant to Section 5.13 hereof)Assigned Contracts; (i) all indemnity rights and other claims and actions arising out of occurrences before any intercompany assets solely between or after the Closing to the extent primarily arising out of or that primarily relate to among any of the Excluded Assets Sellers and/or ▇▇▇▇▇▇▇ or Retained Liabilitiesany Affiliate, whether arising by way none of counterclaim or otherwise;which are included as a receivable in the Net Working Capital calculation; and (j) all rights or claims that accrue or will accrue assets set forth on Schedule 1.02 (the “Excluded Personal Assets”). Notwithstanding anything to Transferor under the contrary set forth in this Agreement or in any other Transaction Documentdocument, certificate or instrument delivered pursuant to or in connection with this Agreement, Buyer acknowledges and agrees that all of the following shall remain the property of the Companies, and neither Buyer nor any of its Affiliates shall have any interest therein: (w) all records and reports prepared or received by any Company or any Company’s Affiliates in connection with the sale of Sellers’ businesses (collectively, the “Business”) and the transactions contemplated by this Agreement, including all analyses relating to the Business or Buyer so prepared or received; and (kx) all confidentiality contracts with prospective purchasers of the Business or any assetsportion thereof; (y) all bids and expressions of interest received from prospective purchasers of the Business or any portion thereof with respect thereto; and (z) all privileged materials, properties, claims or rights documents and records in the possession of any operationsCompany or any Company’s Affiliates to the extent such materials, functions documents and records are related to any Excluded Asset or businesses of Guarantor Excluded Liability; provided, that the materials, documents and records in clause (z) shall be made available to Buyer (subject to entering into a confidentiality agreement and/or a joint defense agreement if so requested by the applicable Company or Companies) if any Buyer or any of its Subsidiaries Affiliates becomes subject to any claim or litigation and such materials, documents or records are necessary for Buyer or such Affiliate to defend such claim or litigation. Buyer further acknowledges and agrees that, with respect to any claim or litigation between a Company or one of its Affiliates on the extent not involved in one hand, and Buyer or any of its Affiliates on the Mortgage Servicing Platformother hand, only such Company or its applicable Affiliates may waive any evidentiary privilege that may attach to a pre-Closing communication that is determined by a court of competent jurisdiction to be subject to attorney-client privilege, and neither Buyer nor its Affiliate shall have the right to compel disclosure of such privileged information.

Excluded Assets. Notwithstanding anything in this Agreement The following assets owned by a Seller Subsidiary are explicitly excluded from the sale and transfer to the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets Purchaser (all such assets, properties, claims and rights, collectively, collectively the “Excluded Assets”), including, for the avoidance of doubt:): Bird & Bird / METIS ASPA EXECUTION COPY Project London 11.12.2011 (a) any refunds, credits, overpayments of the assets as described in Section 3.1.1 which are sold or other recoveries of, against or in respect otherwise disposed of any Taxes imposed on or with respect by a Seller Subsidiary prior to the Transferred Assets for a Pre-Closing Tax Period or any Taxes Effective Time without breach of or imposed on Transferor or any of its Affiliates;the covenants contained in Section 19, (b) Tax Returns any cash on hand, cheques, deposits with banks, and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates;cash equivalents, (c) any Contractsclaims for the refund of any Taxes, social security contributions or other than public charges relating to any Tax period prior to the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee);Effective Time, (d) any trade accounts receivable or other receivables;receivable, (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software;intangible assets listed in Annex 3.1.3(e), (f) any Intellectual Property Rights other than Transferred IP Rights;intellectual property rights (except as otherwise agreed upon in the intellectual property rights agreements as set forth in Sections 8(a) and 8(b)), (g) any data real estate or other than database schema, or database structures, included in the Transferred Software;real property rights, (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies rights regarding, as well as any rights in connection with or related to, the use of any such Transferred Software solely trademarks or names, including, but not limited to, “Siemens”, “Nokia” and any combination or derivative thereof as well as any comparable trademarks and names, except as otherwise agreed upon in the intellectual property rights assignment agreement to be entered into at Closing and attached as Annex 8(b) or any of the extent that it is licensed pursuant transition agreements to Section 5.13 hereofbe entered into at Closing and attached as Annex 8(d);, (i) all indemnity rights the originals of any books and other claims and actions arising out of occurrences before or after the Closing records which a Seller Subsidiary is required to the extent primarily arising out of or that primarily relate retain pursuant to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise;applicable law, (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; andassets listed in Annex 3.1.3(j), (k) any assets, propertiesrights, claims or rights and receivables resulting from this Agreement, (l) any rights, claims and receivables to the extent related to the Excluded Items as defined in Section 3.5. For the avoidance of doubt, any operations, functions or businesses of Guarantor pre-payments received (erhaltene Anzahlungen) by Sellers or any of its the Seller Subsidiaries to under the extent not involved Sold Contracts and the Sold Contract Parts will be taken into account as liabilities in the Mortgage Servicing PlatformET Working Capital as defined in Section 11.1.

Excluded Assets. Notwithstanding It is expressly understood and agreed that, notwithstanding anything in this Agreement to the contrarycontrary set forth herein, Guarantor and its Subsidiaries shall retain, and the Transferee Acquired Assets shall not acquire, any direct or indirect include the Asset Sellers’ right, title and or interest in and toor to any of the following (each, any assetsan “Excluded Asset”): (i) Any assets (including all rights, properties, claims claims, contracts, business, real property, leasehold (or other equivalent) interests in real property, equipment, machinery, vehicles, tools and rights of Guarantor or its Subsidiaries other tangible personal property) other than the Transferred Assets Acquired Assets; (all such ii) The assets, propertiesproperties or rights set forth on Schedule 1.1(c)(ii) attached hereto; (iii) The stock, claims shares, quotas, investment capital, membership units and rightsinterests, collectivelycapital stock or other equity interests of any entity other than the Acquired Companies or the JV Interests; (iv) Any intercompany account of any kind or nature (other than as contemplated by the Commercial Agreements (as defined below); (v) All cash and cash equivalents or similar type investments, bank accounts, certificates of deposit, security deposits, Treasury bills and other marketable securities (except to the “Excluded Assets”extent included in Closing Cash or Restricted Cash or as otherwise provided in Section 1.1(b)(ii)); (vi) The contracts and agreements listed on Schedule 1.1(c)(vi) attached hereto; (vii) All insurance policies and all rights of the Asset Sellers to insurance claims, includingrelated refunds and proceeds thereunder (other than as set forth in Section 1.1(b)(xvii) or Section 8.2(b)); (viii) All personnel files and other-employment related records for persons who do not become New Buyer Employees or where required consent is not obtained under Section 8.5(m); (ix) All Employee Benefit Plans or Foreign Benefit Plans sponsored, maintained, or contributed to by PKI or any of its Affiliates other than the Acquired Benefit Plans and all assets attributable thereto (for the avoidance of doubt:, the Acquired Benefit Plan Assets shall not constitute Excluded Assets); (ax) any refunds, credits, overpayments The rights which accrue or other recoveries of, against or will accrue to PKI under this Agreement; (xi) All refunds of Taxes (as defined in respect Section 2.9(a)) of any Taxes imposed on the Asset Sellers or with respect to the Transferred Acquired Assets for a Pre-all periods ending on or prior to the Closing Tax Period or any Taxes of or imposed on Transferor or any of its AffiliatesDate; (bxii) The corporate seals, governing documents, minute books, stock books, stock ledgers, Tax Returns and Returns, books of account or other books and records related having to Taxes paid or payable by Transferor or do with the corporate organization of any of its AffiliatesAsset Seller; (cxiii) any ContractsAny currently or formerly owned, operated or leased real property, together with all buildings, structures, improvements and fixtures thereon and all real property interests appurtenant thereto, other than the Transferred Contracts (including Real Property and the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee)Leased Facilities; (dA) any accounts receivable All attorney-client privilege and attorney work-product protection of PKI or other receivablesits Affiliates (as defined below), but excluding the Acquired Companies, to the extent not related to the Business, the Acquired Companies or the Actions as a result of legal counsel representing PKI, its subsidiaries or the Business, including in connection with the sale of the Business and the transactions contemplated by this Agreement, (B) all documents subject to attorney-client privilege and work-product protection described in the foregoing subsection (A), and (C) all documents maintained by PKI, its subsidiaries or their respective Representatives in connection with the sale of the Business, including the transactions contemplated by this Agreement; (exv) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property All actions, rights, claims, causes of action, rights of recovery, choses in action and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies rights of setoff of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions kind, accruing or arising out of occurrences before before, on or after the Closing Date to the extent primarily arising out of or that primarily relate relating to any of the Excluded Assets or Retained Liabilitiesto any Excluded Liabilities (as defined in Section 1.1(e)) and the right to retain all proceeds, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platformdamages and remedies therefrom.

Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, the assets to be exchanged under this Agreement to the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee shall not acquire, include the following assets or any direct or indirect rightrights, title and or interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets therein (all such assets, properties, claims and rights, collectively, the “▇▇▇▇▇▇▇ Excluded Assets”), including, for ” or the avoidance of doubt:“CBS Excluded Assets” as applicable): (a) any refundsall cash and cash equivalents, creditsincluding without limitation certificates of deposit, overpayments commercial paper, treasury bills, marketable securities, money market accounts and all such similar accounts or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliatesinvestments; (b) Tax Returns all tangible and other books intangible personal property retired or disposed of between the date of this Agreement and records related to Taxes paid or payable by Transferor or any of its AffiliatesClosing in accordance with Article 4; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required all contracts that are terminated or expire prior to be or otherwise not assigned, transferred and conveyed to Transferee)Closing in accordance with Article 4; (d) any accounts receivable the respective corporate names of the parties and their respective affiliates (including without limitation all rights to the names “▇▇▇▇▇▇▇” and “▇▇▇▇▇▇▇ Broadcast Group” and logos or other receivablesvariations thereof, and all rights to the CBS Eye Design and the names “CBS” and “CBS Radio” and logos or variations thereof, all including without limitation trademarks, trade names and domain names, and all goodwill associated therewith), charter documents, and books and records relating to organization, existence or ownership, duplicate copies of records, and all records not relating to the operation of the ▇▇▇▇▇▇▇ Stations or the CBS Stations, as applicable; (e) all contracts of insurance, all coverages and proceeds thereunder and all rights in connection therewith, including without limitation rights arising from any Information Technology or other tangible personal property other than refunds due with respect to insurance premium payments to the Transferred Tangible Personal Property and Transferred Softwareextent related to such insurance policies; (f) all pension, profit sharing plans and trusts and the assets thereof and any Intellectual Property Rights other than Transferred IP Rightsemployee benefit plan or arrangement and the assets thereof, if any; (g) all accounts receivable and any data other than database schema, rights to payment of cash consideration for goods or database structures, included in services sold or provided prior to the Transferred SoftwareEffective Time (defined below) or otherwise arising during or attributable to any period prior to the Effective Time (the “A/R”); (h) any Software non-transferable shrink-wrapped computer software and any other non-transferable computer licenses that is are not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely material to the extent that it is licensed pursuant to Section 5.13 hereof)operation of the ▇▇▇▇▇▇▇ Stations or the CBS Stations, as applicable; (i) all indemnity rights and other claims and actions arising out of occurrences before the conveying party, whether mature, contingent or after otherwise, against third parties with respect to the Closing ▇▇▇▇▇▇▇ Stations or the CBS Stations, as applicable, to the extent primarily arising out of during or that primarily relate attributable to any of period prior to the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwiseEffective Time; (j) all deposits and prepaid expenses (and rights arising therefrom or claims related thereto), except to the extent the conveying party receives a credit therefor under Section 1.6; (k) computers and other similar assets and any financial, sales or operating related systems (including Oracle Financial System, IBS and RT/TM) and related assets including all operating and procedural manuals for such systems, whether in hard copy or stored on a computer, disk or otherwise, that accrue are used also in the operation of stations that are not CBS Stations or will accrue ▇▇▇▇▇▇▇ Stations or by other business units; (l) all assets or properties relating to Transferor various general and administrative, accounting, legal, human resources, sales, marketing, engineering, programming, finance and other services regularly provided also to stations that are not CBS Stations or ▇▇▇▇▇▇▇ Stations or to other business units; (m) all assets used or held for use in the operation of any other radio station owned or operated by the conveying party or any affiliate of the conveying party that is not located in the same market as the ▇▇▇▇▇▇▇ Stations or CBS Stations, including without limitation any shared contracts, except for any such items that are specifically set forth as included in the ▇▇▇▇▇▇▇ Station Assets or the CBS Station Assets on the Schedules hereto or as provided by Section 1.3 or the last paragraph of Section 1.2; (n) intercompany accounts receivable and accounts payable; (o) all interest in and to refunds of taxes relating to all periods prior to the Effective Time; (p) all items of personal property owned by personnel at the ▇▇▇▇▇▇▇ Stations or the CBS Stations; (q) all ASCAP, BMI and SESAC licenses; (r) all rights of ▇▇▇▇▇▇▇ or CBS, as applicable, under this Agreement or any other Transaction Documentthe transactions contemplated hereby; and (ks) the assets listed on Schedule 1.2. With respect to any assetsmaterial marks or similar intangible property owned by the conveying party and excluded under Section 1.2(m) above, propertiesas well as those marks identified on Schedule 1.2 as excluded but subject to license by the conveying party, claims the ▇▇▇▇▇▇▇ Station Assets or rights CBS Station Assets, as applicable, include only the right to use such items in the manner used by the conveying party at the applicable station on a basis exclusive in the market but non-exclusive in that no right is granted with respect to other markets (some of any operationswhich may overlap), functions or businesses of Guarantor or any of its Subsidiaries and such right (i) is limited to the extent of the conveying party’s transferable rights, (ii) may not involved be assigned by the acquiring party except to a transferee of the applicable station who assumes the acquiring party’s obligations in respect thereof (and any such assignment shall not relieve the acquiring party of any obligation or liability), (iii) may be used by the acquiring party only in a manner that does not diminish the quality of such items, and only without violating law or any third party rights (and the acquiring party shall be solely responsible for such use and the related services), and (iv) shall terminate for noncompliance or non-use, but otherwise shall be coterminous with the conveying party’s rights. Upon Closing the parties shall enter into separate royalty-free license agreements, substantially in the Mortgage Servicing Platformform of Exhibit A attached hereto, relating to such marks and the other marks as set forth therein.

Excluded Assets. Notwithstanding anything any provision in this Agreement to the contrary, Guarantor and its Subsidiaries Seller shall retainnot, and the Transferee shall cause its Affiliates not acquire, any direct or indirect right, title and interest in and to, transfer to Buyer pursuant to this Agreement any assets, propertiesrights or properties that are not Purchased Assets, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such including any assets, propertiesproperties or rights that are exclusively related to the Excluded Businesses, claims and rights, or any of the following (collectively, the “Excluded Assets”), including, for the avoidance of doubt:): (a) all cash and cash equivalents on hand, in transit or held by any refunds, credits, overpayments bank or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its AffiliatesThird Party; (b) Tax Returns all intercompany accounts (including any intercompany receivables) between Seller or its Affiliates, on the one hand, and other books and records related to Taxes paid or payable by Transferor or any of its Seller’s Affiliates, on the other hand, and all Intercompany Agreements; (c) any Contractsrights to refunds, credits or other than the Transferred Contracts (including the portion benefits or claims in respect of Shared Contracts not required Taxes imposed on Seller or any of its Affiliates or relating to be or otherwise not assigned, transferred and conveyed to Transferee)a Pre-Closing Tax Period; (d) any accounts receivable or other receivablesall rights to the ▇▇▇▇▇ Fargo Marks and ▇▇▇▇▇ Fargo Retained IP, including those rights under the Transferred Contracts to use the same (if any); (e) all claims by Seller or its Affiliates and rights of such Persons to ▇▇▇ for, and receive and recover, damages arising from any Information Technology infringement or other tangible personal property other than violation of the Transferred Tangible Personal Property and Transferred SoftwareBusiness IP prior to the Effective Time; (f) all policies of insurance and interests in insurance pools and programs, including any Intellectual Property Rights right to make any claim thereunder (other than Transferred IP Rightsany claim Buyer or its Affiliates are permitted to make pursuant to and in accordance with Section 5.18); (g) all claims, causes of action (including counterclaims), rights of set-off and defenses against Third Parties relating to any data other than database schemaof the Excluded Business, the Excluded Assets or database structures, included in the Transferred SoftwareRetained Liabilities; (h) the Excluded Contracts and any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant other interest in Contracts other than, subject to Section 5.13 hereof)5.9, the Transferred Contracts and Assumed Leases; (i) all indemnity rights and other claims and actions arising out assets in respect of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwiseall Employee Benefit Plans; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; andgoodwill; (k) any assetsleasehold interest in any real property, propertiesother than the Leased Real Property, claims and any leases related to such leasehold interest other than the Assumed Leases; (l) permits; (m) all ownership interests of Seller or its Affiliates in any Person; (n) the Excluded Books and Records; (o) any assets that Seller or its Affiliates are required by Law to retain; (p) all rights of any operations, functions Seller and its Affiliates under this Agreement or businesses of Guarantor the Ancillary Agreements or any document contemplated hereby or thereby; (q) all assets held by Seller underlying or associated with the Deposits; (r) Hardware; and (s) all of Seller’s and its Subsidiaries to the extent not involved Affiliates’ right, title and interest in the Mortgage Servicing Platformassets listed in Section 2.2(s) of the Seller Disclosure Letter.

Excluded Assets. Notwithstanding anything in this Agreement to the contrarycontrary set forth in Section 2.01, Guarantor and its Subsidiaries Offeree shall retainnot sell, transfer, assign or deliver (or cause to be sold, transferred, assigned or delivered) to Offeror, and the Transferee Offeror shall not acquirepurchase or acquire from Offeree, any direct or indirect right, title of the following assets and interest in and to, any assets, properties, claims and rights which shall remain the exclusive property of Guarantor or its Subsidiaries other than the Transferred Assets Offeree (all such assets, properties, claims and rights, collectively, the “"Excluded Assets”), including, for the avoidance of doubt:"): (a) any refundsOfferee's cash and cash equivalents on hand and in banks, credits, overpayments or other recoveries of, against or in respect certificates of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliatesdeposit and marketable securities; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its AffiliatesOfferee's interests in the entities identified on Index 2.02(b); (c) any Contractsall Intellectual Property (including the Business Tradenames and Seller Tradenames), including all interests therein and goodwill associated therewith, other than the Transferred Contracts as identified in Section 2.01(a), (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred m) and conveyed to Transferee(n); (d) all rights of Offeree under any accounts receivable loan agreement or other receivablesletter of credit; (e) any Information Technology all rights of Offeree to Tax refunds (except to the extent, if any, that the Tax in respect of which the refund applies shall have been included within prepaid expenses on the Final Closing Net Asset Statement, or other tangible personal property other than the Transferred Tangible Personal Property accrued Liabilities set forth on the Final Closing Net Asset Statement shall have been reduced by the amount of the refund) and Transferred Softwareproceeds of insurance policies (subject to the provisions of Section 5.15(a) and (b) of the Master Agreement); (f) all rights of Offeree and its Affiliates under (i) this Offer, the Master Agreement and the other Operative Documents, (ii) all Contracts to which Offeree is a party that pertain in any Intellectual Property Rights part to the businesses of Offeree and its Affiliates other than Transferred IP Rightsthe U.K. Business ("Other Businesses") and that are not identified as Assumed Contracts on Index 2.01(e) of this Offer, (iii) the lease agreements in respect of the leased Business Premises that are the subject of the U.K. Property Contracts, (iv) any Contract pertaining exclusively to an Excluded Asset or an Excluded Liability (including all insurance policies and Contracts), and (v) any Contract which pertains exclusively to the U.K. Business that was made or entered into in breach or violation of the Master Agreement, unless Buyer expressly elects by written notice delivered to Offeree prior to the Closing to include such Contract as an Assumed Contract (collectively, the "Excluded Contracts"); (g) any data other than database schema, or database structures, included the assets and personal property located at the Wimbledon Property that are not used exclusively in the Transferred SoftwareU.K. Business, but only to the extent specifically listed on Index 2.02(g) (collectively, "Excluded Personal Property"); (h) any Software the corporate seals, incorporation documents, memorandum and articles of association, Tax Returns and other Tax records, minute books and statutory books of Offeree, and such other records of Offeree that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely relate exclusively to the extent that it incorporation or capitalization of Offeree, together with any VAT, National Insurance, PAYE or other Books and Records Offeree is licensed pursuant required by Law or Section 2.10 to Section 5.13 hereof);retain; and (i) all indemnity rights and other claims and actions arising out any assets or properties sold or otherwise disposed of occurrences before or after in the Closing to the extent primarily arising out of or that primarily relate to any ordinary course of the Excluded Assets or Retained Liabilitiesoperation of the U.K. Business, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights but not in violation of any operationsprovisions of this Offer or the Master Agreement, functions or businesses of Guarantor or any of its Subsidiaries to during the extent not involved in period from the Mortgage Servicing Platformdate hereof through the Closing.

Excluded Assets. Notwithstanding anything in this Agreement Section 2.01(a) to the contrary, Guarantor and its Subsidiaries shall retainthe Sellers are not selling, and the Transferee shall Buyer expressly understands and agrees that the Buyer is not acquirebuying, any direct assets and properties of the Sellers other than those specifically listed or indirect described more generally in Section 2.01(a), and, without limiting the generality of the foregoing, the term “Transferred Assets” shall expressly exclude the following assets and properties of the Sellers and their Affiliates, all of which shall be retained by the Sellers and their Affiliates (the “Excluded Assets”): (i) other than as described in Section 2.01(a)(xv) or Section 2.01(a)(xvi), all cash, cash equivalents or marketable securities of the Sellers and their Affiliates on hand or held by any bank or other third Person and all rights to any bank accounts of the Sellers and their Affiliates; (ii) all raw materials, work in process and, other than packaging materials and products used for repacking operations, packaging materials of the Business; (iii) all accounts receivable of the Sellers and their Affiliates (including all such accounts receivable earned or accrued as of 11:59 p.m. Eastern Time on the Closing Date), and any loans and advances by the Sellers; (iv) all franchise rights, if any, and, except for the Transferred Licensed Intellectual Property, all Intellectual Property owned by, licensed to or otherwise authorized for use by the Sellers or any of their Affiliates; (v) except as set forth in Section 2.01(a)(i) of the Disclosure Schedule, all of the Sellers’ right, title and interest in owned and toleased real property and other interests in real property including all such right, title and interest under each real property lease pursuant to which any assetsSeller leases, propertiessubleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located on any such real property and all easements, licenses, rights and appurtenances related to the foregoing; (vi) all Tax Returns (other than Tax Returns related solely to the Business or the Transferred Assets, except that the Sellers and their Affiliates will retain all federal and state income Tax Returns, regardless of whether such income Tax Returns are related to the Business) and Tax Assets; (vii) any employee benefit plans, programs, arrangements and agreements (including any retirement benefit and post-retirement health benefit plans, programs, arrangements and agreements, but not including any such agreements which are Assumed Contracts) sponsored or maintained by the Sellers or their respective Affiliates, and any trusts and other assets related thereto; (viii) subject to Section 2.01(a)(xi), all policies of, or agreements for, insurance and interests in insurance pools and programs of the Sellers; (ix) all causes of action, lawsuits, judgments, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or in respect demands of any Taxes imposed on nature available to or with respect to being pursued by the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts Sellers (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred counterclaims) and conveyed to Transferee); defenses (dA) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent against third parties relating primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilitiesthe Excluded Liabilities as well as any books, whether arising records and privileged information relating thereto or (B) relating to any period through the Closing to the extent that the assertion of such cause of action or defense is necessary or useful in defending any claim that is asserted against the Sellers or for which indemnification is sought by way of counterclaim or otherwisethe Buyer pursuant to Article IX; (jx) any interest of any Seller under this Agreement, any Companion Agreement and any other agreement, document or instrument entered into in connection with the transactions contemplated by this Agreement; (xi) all personnel and employment records for employees and former employees of the Sellers, including Business Employees, except as otherwise provided in the Employee Matters Agreement; (A) all corporate minute books (and other similar corporate records) and stock records of the Sellers; (B) any books and records relating primarily to the Excluded Assets; (C) any books, records or other materials that the Sellers (x) are required by Law to retain, (y) reasonably believe are necessary to enable the Sellers to prepare and/or file Tax Returns (copies of which will be made available to the Buyer upon the Buyer’s reasonable request) or (z) are prohibited by Law from delivering to the Buyer; and (D) copies of sales and promotional literature, manuals and data, sales and purchase correspondence, lists of suppliers and customers, and personnel and employment records that are Transferred Assets, provided that if the Sellers are required by Law to retain the originals of any such records, they may do so and in such case they will provide the Buyer with copies thereof; (xiii) all Excluded Fountain Equipment; (xiv) any and all rights under any bottling, manufacturing, distribution, sales or other related agreement for any TCCC brands and any of the goodwill and other intangible rights or claims that accrue or will accrue to Transferor under this Agreement or assets associated therewith; (xv) any other Transaction Documentassets, properties, rights, contracts and claims of the Sellers or their Affiliates, wherever located, whether tangible or intangible, real, personal or mixed, including the make-ready center assets located at the Louisville Facility, that are specifically listed in Section 2.01(b)(xv) of the Disclosure Schedule; (xvi) any other assets, properties, rights, contracts and claims of the Sellers or their Affiliates wherever located, whether tangible or intangible, real, personal or mixed, that are not primarily related to or primarily used or primarily held for use in connection with the Business; (xvii) any Shared Contract, to the extent not assigned to the Buyer pursuant to a Partial Assignment and Release under Section 5.17; (xviii) any Excluded Contract; (xix) all Retained Assets; and (kxx) the CBA Rights (and any assetsand all ownership or other proprietary interest in any goodwill and other intangible rights or assets relating thereto or associated therewith), properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to which are governed by the extent not involved in the Mortgage Servicing PlatformComprehensive Beverage Agreement.

Excluded Assets. Notwithstanding anything to the contrary contained herein, nothing in this Agreement to the contrary, Guarantor and its Subsidiaries shall retainwill constitute or be construed as conferring on Buyer, and the Transferee shall Buyer is not acquireacquiring, any direct or indirect right, title and or interest in and toor to the following, any assets, properties, claims and rights all of Guarantor or its Subsidiaries other than the Transferred Assets following being specifically excluded from the sale of assets contemplated by this Agreement (all such assets, properties, claims and rights, collectively, the “"Excluded Assets”), including, for the avoidance of doubt: "): (a) any refunds, credits, overpayments the assets (including contracts) listed or other recoveries of, against or in respect of any Taxes imposed described on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; Schedule 2.2(a); (b) Tax Returns the Marks, the Licensed Patents, the SAP Software and any other books and records related Software used at the Transferred Real Property not relating primarily to Taxes paid or payable by Transferor or any of its Affiliates; the Business (except for transition rights as provided in the Sellers Transition Services Agreement); (c) any Contractsexcept as provided in Section 8.3, other than the Transferred Contracts (including assets of the portion of Shared Contracts not required to be or otherwise not assigned, transferred Pension Plans and conveyed to Transferee); Welfare Plans maintained by the Asset Sellers; (d) any accounts receivable properties, assets, business, operation, subsidiary or other receivables; division of Sellers or any Affiliate of Sellers, whether tangible or intangible, real, personal or mixed, which is not related primarily to the Business; (e) any Information Technology cash, cash equivalents, bank deposits and marketable securities of Sellers and all accounting or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; general ledger records of Sellers; (f) any Intellectual Property Rights other than Transferred IP Rights; communications between Sellers and their counsel, including attorney-client privileged or work product material, to the extent relating to Excluded Liabilities; (g) any data other than database schema, abatement or database structures, included in the Transferred Software; refund of any Tax for which Sellers are liable pursuant to Section 8.2; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies rights, claims or causes of action against any such Transferred Software solely third parties relating to the extent that it is licensed pursuant to Section 5.13 hereof); Excluded Assets or the Excluded Liabilities; (i) all indemnity contracts of insurance and all rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; thereunder; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Documentcorporate records of Asset Sellers, including corporate minute books and stock transfer books and corporate seals; and (k) without limiting the generality of clause (h), any assetsrights the Sellers may have, propertiesor amounts the Sellers may be entitled to, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries against the ANC Defendants relating to the extent not involved Licensed Patents; (l) the Chicago Personal Property; (m) any intercompany receivables and any other rights under any intercompany agreements between Sellers and their Affiliates; (n) all accounts receivable generated by the Business prior to the Closing Date; (o) any Trade Secrets or Patent Rights relating to shirring and any equipment used in shirring; (p) the parcel of real property located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, together with the improvements, buildings, structures and fixtures (other than fixtures included in the Mortgage Servicing PlatformCanadian Equipment) that are located thereon; and (q) the capital stock of Viskase (UK) Limited, a company organized under the laws of the United Kingdom.

Excluded Assets. Notwithstanding anything to the contrary contained in this Section 2.1, the Parties to this Agreement expressly understand and agree that the Seller is not agreeing hereunder to sell, assign, transfer or convey to the contrary, Guarantor and its Subsidiaries shall retain, and Buyer any of the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”). The Excluded Assets shall consist of the following property, including, for the avoidance of doubtrights and interests: (ai) any refunds, credits, overpayments amounts payable to Seller under the Assigned Contracts listed on Schedule 3.11 based upon or other recoveries of, against attributable to performance under such Assigned Contracts provided by the Seller or in respect the operation of the Acquired Assets by the Seller prior to the Closing Date; (ii) any Taxes imposed on or refunds with respect to the Transferred Assets for a Taxes relating to any Pre-Closing Tax Period Period; (iii) any Contract to the extent that such Contract will not be assigned under Section 5.10 or becomes an Excluded Contract under Paragraph 2.1 (a)(vii); provided however, that the Contracts referred to in Section 5.10 and in this Paragraph 2.1(b)(iii) shall constitute Assigned Contracts for purposes of the representations and warranties and covenants under this Agreement, and provided further that if after Closing the Parties obtain the Consent to assignment of any Taxes Assigned Contract that is not assigned at Closing pursuant to Section 5.10, the Assigned Contract so affected shall then be assigned to Buyer and shall become an Acquired Asset rather than an Excluded Asset; (iv) any Acquired Asset which becomes the subject of a Total Loss prior to Closing, as provided in Section 2.5(c)(i); (v) any rights to contribution, indemnity and/or defense related to the ownership of the Acquired Assets or imposed on Transferor the Business prior to Closing but only to the extent such rights relate to Retained Obligations or any to remediation or repairs effected by Seller prior to Closing; (vi) all defenses related to liabilities and obligations retained by Seller; (vii) trademarks and trade-names of Seller and its Affiliates; (bviii) Tax Returns the minute book, stock transfer records and other books similar corporate and limited liability company records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor Seller and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Documentpredecessors; and (kix) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent other assets not involved specifically described in the Mortgage Servicing PlatformSection 2.1(a).

Excluded Assets. Notwithstanding anything in this Agreement to For the contraryavoidance of doubt, Guarantor and its Subsidiaries shall retainbut subject to, and without limitation of, Section 2.5, the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets following assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for ) shall not be part of the avoidance of doubtTarget Assets or any Acquisition Opportunity: (a) all assets owned, leased, operated, managed or controlled by the DGOC Group as of the Execution Date (collectively, the “DGOC Execution Date Assets”) and any refundsadditional assets acquired by the DGOC Group that are reasonably necessary in order to own, creditsoperate or maintain such DGOC Execution Date Assets, overpayments including easements, rights-of-way, permits, water rights, surface and subsurface rights and other similar rights and individual additional Leases covering lands located within drilling or other recoveries ofspacing units that are included in the DGOC Execution Date Assets (together with the DGOC Execution Date Assets, against or in respect of any Taxes imposed on or with respect to collectively, the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates“DGOC Existing Assets”); (b) Tax Returns and other books and records related all assets acquired by the DGOC Group in connection with a transaction which includes (in whole or part) the Transfer to Taxes the applicable Third Party seller of such assets of, or utilization of consideration constituting, Equity Interests in any member of the DGOC Group; provided that if such Equity Interests that are Transferred or utilized in such transaction do not constitute a majority of the consideration paid or payable by Transferor or any of its Affiliatesto such Third Party for such assets, then such assets shall not constitute Excluded Assets for purposes hereof; (c) all assets which constitute an additional interest in or related to any Contractsof the assets underlying or comprising any DGOC Existing Asset or Excluded Acquisition Assets, other than including any such additional interests that (i) are acquired from non-consenting co-owners of any of the Transferred Contracts assets underlying any of the DGOC Existing Assets or Excluded Acquisition Assets on a permanent or temporary basis or (including ii) are non-operating Working Interests in any of the portion assets underlying any of Shared Contracts not required to be the DGOC Existing Assets or otherwise not assigned, transferred and conveyed to Transferee)Excluded Acquisition Assets; (d) any accounts receivable all assets acquired through an ordinary course asset or acreage trade or swap or other receivablessimilar transaction in which any of the DGOC Existing Assets or Excluded Acquisition Assets are traded or swapped in exchange for such acquired assets; provided that if the DGOC Existing Assets or Excluded Acquisition Assets traded or swapped in such transaction do not constitute a material portion of the consideration paid by DGOC (or its applicable Affiliate(s)) for such assets, then such assets shall not constitute Excluded Assets for purposes hereof; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software;all Optional Target Assets that are not included in an Acquisition Notice delivered by DGOC to Oaktree; and (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity subject to, and without limitation of, the Parties’ respective rights and other claims and actions arising out obligations set forth in Section 4.1(e)(iii), all Acquisition Assets with respect to an Acquisition Opportunity which any Party elects to not participate by (x) its Committee Members not unanimously voting to approve such Acquisition Opportunity at an Operating Committee Meeting called for the purpose of occurrences before voting on such Acquisition Opportunity or after the Closing (y) delivering to the extent primarily arising out of or that primarily relate other Party a Rejection Notice in accordance with Section 4.1(c)(i) and (ii) any assets with respect to any of Non-FIBO Opportunity (the assets described in clauses (i) and (ii), collectively, “Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing PlatformAcquisition Assets”).

Excluded Assets. Notwithstanding anything in this Agreement to Section 2.2, only the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets following assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for ) shall be retained by the avoidance of doubtRetained Entities and shall not be included in the Business Assets: (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to Except for the Transferred Assets for a Pre-Closing Tax Period or Cash, Additional Cash, Transferred Liabilities Cash, Restricted Cash, as set forth on Annex 2.2(t), the assets described in Section 2.2(n) and any Taxes bank account of or imposed on Transferor or any of its Affiliatesthe Stock Group, all cash, cash equivalents and marketable securities; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any All Intercompany Nontrade Receivables as of its Affiliatesthe Closing Date; (c) All intellectual property owned, licensed or used by Seller or the Retained Entities that is not used primarily in the conduct of the Business, including, but not limited to: (i) the trade names and trademarks “Visteon” and “Visteon Corporation” and any Contractsother trade names, other than trademarks, corporate names and logos incorporating in any way these names and (ii) the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transfereerights listed in Annex 2.3(c)(ii); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property All claims and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely rights to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate relating to any of the Excluded Assets or the Retained Liabilities; (e) All assets that have been transferred or disposed of prior to the Closing Date in transactions expressly permitted by Section 7.1 or as otherwise agreed in writing by Buyer; (f) All rights to the refund of (or similar credit against) any Tax of Seller and any Retained Entities for periods prior to the Closing Date; (g) All agreements, whether arising contracts, and commitments of the Visteon Sale Entities other than the Business Contracts; (h) Copies or originals, as the case may be, of all Books and Records that any Retained Entity is required by way applicable Law to retain in its possession; (i) All assets of counterclaim or otherwiseVDGMBH other than (x) the Croatian Order Book and (y) the assets set forth on Annex 2.2(o); (j) All Employee Benefit Plans that are not the Stock Group Benefit Plans or Assumed Employee Benefit Plans, including all rights assets held by or claims that accrue or will accrue to Transferor under this Agreement on behalf of Seller or any Retained Entity or such Employee Benefit Plans in trust, reserve or otherwise to fund, and all insurance policies funding, any of the liabilities under such Employee Benefit Plans; (k) The Brazil Facility (other Transaction Documentthan under the Brazil Lease); (l) All assets identified on Annex 2.3(l) as Excluded Assets; and (km) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries All assets under Shared Contracts to the extent not involved in related to any matter other than the Mortgage Servicing PlatformBusiness.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 1.1 or elsewhere in this Agreement to Agreement, the contraryfollowing assets of the Seller are not part of the sale and purchase contemplated hereunder, Guarantor are excluded from the Purchased Assets and its Subsidiaries shall retain, and remain the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights property of Guarantor or its Subsidiaries other than the Transferred Assets Seller after the Closing (all such assets, properties, claims and rights, collectively, the “"Excluded Assets”), including, for the avoidance of doubt:"): (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect all rights and authorities relating to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its AffiliatesEthereum validator; (b) Tax Returns all rights and other books and records related authorities relating to Taxes paid or payable by Transferor or any of its Affiliatesthe Gnosis validator; (c) any Contracts, other than all rights and authorities relating to the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee)Picasso validator; (d) any accounts receivable or other receivablesall rights and authorities relating to the Eigenlayer operator; (e) credit agreements, bank agreements, promissory notes, guarantees, letters of credit, letters of guarantee, negotiable instruments, any Information Technology or lease of any property that would be required to be classified and accounted for as a capital lease in accordance with generally accepted accounting principles and any mortgages and other tangible personal property other than the Transferred Tangible Personal Property and Transferred Softwaresecurity agreements that create an Encumbrance; (f) all claims for and rights to receive refund of taxes and other governmental charges relating to the Business for any Intellectual Property Rights other than Transferred IP Rightsperiods arising prior to the Closing Date; (g) all claims, actions, deposits, prepayments, refunds, causes of action, rights of recovery, rights of set off, and rights of recoupment of any data other than database schema, kind or database structures, included in nature (including any such item relating to taxes) relating to the Transferred SoftwarePurchased Assets arising prior to the Closing Date or relating to the Excluded Assets; (h) the Purchase Price and all other rights of the Seller under this Agreement, any Software that Transfer Document to which Seller is not Transferred Software (it being understood that Guarantor a party, and its Subsidiaries may retain copies of any such Transferred Software solely to other agreements entered into by the extent that it is licensed Seller pursuant to Section 5.13 hereof)this Agreement; (i) all indemnity rights and other claims and actions arising out contracts with any independent contractors or employees of occurrences before or after the Seller prior to the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwiseDate; (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 claims that accrue other information covered by attorney-client privilege, the attorney work product doctrine or will accrue other similar protection with respect to Transferor under this Agreement or Agreement, any Transfer Document, any other Transaction Documentagreement 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 (kw) any assetsother right, properties, claims property or rights asset of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent Seller that is not involved in the Mortgage Servicing Platforma Purchased Asset.

Excluded Assets. Notwithstanding anything in any other provision of this Agreement to Agreement, the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee Acquired Assets shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than include the Transferred Assets following (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt:): (a) any refundsAny Accounts Receivable, credits, overpayments or other recoveries of, against or in respect than the Accounts Receivable of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its AffiliatesIsraeli Subsidiary; (b) Tax Returns Insurance policies and rights thereunder, other books than insurance contracts listed on Schedule 1.4(b) and records related therefore to Taxes paid or payable by Transferor or any of its Affiliatesbe transferred pursuant to Section 1.4(b), other than rights to insurance proceeds as provided in Section 1.4(o); (c) The leases listed on Schedule 1.5(c) (the “Retained Leases”) and any Contractsbuildings, structures, improvements and fixtures located in or on such leaseholds, and any land, buildings or other than the Transferred Contracts (including the portion real property rights owned by NXP or any of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee)its Subsidiaries; (d) All rights and interests in connection with, and any accounts receivable assets of, any “employee benefit plan” (as defined in Section 3(3) of ERISA) and any other benefit plan, program agreement or arrangement at any time maintained, sponsored or contributed to by NXP or any of its Subsidiaries, other receivablesthan any Assumed Company Benefit Arrangements; (e) All personnel records of (i) Employees of the Business who are not Continuing Employees and (ii) any Information Technology or other tangible personal property other than Continuing Employee whose consent to such transfer of personnel records is required under Applicable Law to the Transferred Tangible Personal Property and Transferred Softwareextent such Continuing Employee has not consented to such transfer; (f) All cash and cash equivalents except for (i) any Intellectual Property Rights other than Transferred IP Rightscash and cash equivalents held by the Israeli Subsidiary and reflected in the Post-Closing Statement and (ii) the amounts contributed by NXP pursuant to Section 1.9; (g) All insurance proceeds that NXP or any data other than database schemaof its Subsidiaries has a right to receive as of the Closing or that relate to events, circumstances or database structures, included in occurrences prior to the Transferred SoftwareClosing except to the extent such proceeds relate to any Assumed Liability or any Acquired Asset; (h) All claims in respect of debtors or debtors-in-possession subject to proceedings under Chapter 11 of Title 11 of the United States Bankruptcy Code, or any Software that is not Transferred Software (it being understood that Guarantor similar legislation related to bankruptcy, insolvency and its Subsidiaries may retain copies of any such Transferred Software solely similar matters, to the extent such claims are subject to an order entered by a United States Bankruptcy Court, or a similar court or tribunal in any other jurisdiction, that it would void or otherwise materially affect the Transaction in the event any relevant consent is licensed pursuant not obtained from such United States Bankruptcy Court, or a similar court or tribunal in any other jurisdiction, or the relevant debtor or debtor-in-possession prior to Section 5.13 hereof)the Closing; (i) all indemnity rights and other claims and actions arising out Any asset or class of occurrences before or after assets specifically excluded from the Closing to the extent primarily arising out terms set forth in any subsection of or that primarily relate to any Section 1.4 by virtue of the Excluded Assets or Retained Liabilities, whether arising limitations set forth therein without being specifically included by way virtue of counterclaim or otherwiseany other subsection of Section 1.4; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any The other Transaction Document; and (k) any assets, properties, claims properties or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platformset forth on Schedule 1.5(j).

Excluded Assets. Notwithstanding anything to the contrary set forth in Section 2.1(a) or elsewhere in this Agreement to Agreement, the contraryAcquiror expressly understands and agrees that the following assets, Guarantor properties, leases, rights, interests, Contracts and claims of the Company and its Subsidiaries (collectively, the “Excluded Assets”) shall retainbe retained by the Company and its Subsidiaries, and shall be excluded from the Transferee shall not acquireTransferred Assets: (i) (A) except as set forth in Section 2.1(a)(v), all cash and cash equivalents (including marketable securities and short-term investments) held by the Company or any direct of its Subsidiaries or indirect held by any bank or other third Person on the Company’s and its Subsidiaries’ behalf or for their benefit, and (B) all bank accounts; (ii) all of the equity interests in the Company or any of its Affiliates or any other Person in which the Company or any of its Affiliates holds or owns any equity interests (including Harsco Industrial Air-X-Changers Pty. Ltd.); (iii) all right, title and interest in and toto (A) subject to Section 5.15, any assetsthe Company Marks, properties, claims and rights of Guarantor or its Subsidiaries (B) all Intellectual Property and IT Assets other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt:IP; (aiv) any all Tax Returns and all claims, refunds, creditscredits or prepayments, overpayments or other recoveries ofin each case, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any in respect of Taxes of or imposed on Transferor the Company or any of its AffiliatesSubsidiaries or relating to the operation of the Business or the Transferred Assets; (bv) Tax Returns except for the Assumed Company Plans, all Company Plans and any trusts and other books assets related thereto; (vi) all policies of or agreements for insurance, interests in insurance pools and records programs and all insurance proceeds received or receivable to the extent arising out of or related to Taxes paid any Excluded Assets or payable Excluded Liabilities; (vii) except as expressly contemplated by Transferor Section 2.1(a)(vi), all rights, claims, credits, defenses, causes of action (including counterclaims) and all other rights to bring any Action at law or in equity relating to any period through or following the Closing to the extent arising out of or relating to any Excluded Asset or Excluded Liability; (viii) any interest or right of the Company or any of its AffiliatesSubsidiaries under this Agreement and the Ancillary Agreements and any other documents, instruments or certificates executed in connection with this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby; (cix) any Contractspersonnel and employment records for current or former employees and individual independent contractors of the Business, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee)Employee Records; (dx) all assets, properties, leases, rights, interests, Contracts and claims of the Company or any accounts receivable of its Subsidiaries that are not Related to the Business, wherever located, whether tangible or other receivablesintangible, real, personal or mixed; (exi) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property all assets, properties, leases, rights, interests, Contracts and Transferred Softwareclaims of Harsco Industrial Air-X-Changers Pty. Ltd.; (fxii) inter-company Receivables from the Company or any Intellectual Property Rights other than Transferred IP Rightsof its Subsidiaries; (gxiii) except for the Books and Records, (A) all corporate minute books (and other similar corporate or other governance related records) and stock records of the Company or any of its Subsidiaries, (B) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor books and its Subsidiaries may retain copies of any such Transferred Software solely records relating to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Excluded Liabilities, whether arising by way of counterclaim (C) any books, records or otherwise; (j) all rights or claims other materials that accrue or will accrue to Transferor under this Agreement the Company or any other Transaction Document; and of its Subsidiaries (kx) any assetsis required by applicable Law to retain (copies of which, propertiesto the extent permitted by applicable Law, claims or rights of any operationswill be made available to the Acquiror upon the Acquiror’s reasonable request), functions or businesses of Guarantor (y) reasonably believes are necessary to enable the Company or any of its Subsidiaries to prepare and/or file Tax Returns (copies of which, to the extent permitted applicable Law, will be made available to the Acquiror upon the Acquiror’s reasonable request) or (z) is prohibited by applicable Law from delivering or making available to the Acquiror; (xiv) any interest or right of the Company or any of its Affiliates resulting from the Action disclosed in Section 2.1(b)(xiv) of the Disclosure Schedule (the “Retained Litigation”); (xv) any assets disposed of by the Company or any of its Subsidiaries following the date of this Agreement to the extent such dispositions are not in violation of this Agreement; (xvi) the rights under Shared Contracts to the extent not involved transferred to the Acquiror or its Affiliates in accordance with Section 5.5; (xvii) the Mortgage Servicing Platformrights under the IT Asset Contracts to the extent not transferred to the Acquiror or its Affiliates; and (xviii) the assets listed or described on Section 2.1(b)(xvii) of the Disclosure Schedule. Notwithstanding anything to the contrary set forth in this Agreement or any of the Ancillary Agreements, the Acquiror acknowledges and agrees that all of the following shall remain the property of the Company and its Affiliates, and neither the Acquiror nor any of its Affiliates shall have any interest therein: all records and reports prepared or received by the Company or any of its Affiliates in connection with the sale of the Business and the transactions contemplated hereby, including all analyses relating to the Business or the Acquiror so prepared or received.

Excluded Assets. Notwithstanding anything The Purchased Assets shall exclude any and all assets or properties that are not set forth in this Agreement to the contrary, Guarantor and its Subsidiaries shall retainSection 2.1, and the Transferee shall following items (all such excluded assets and properties being the “Excluded Assets”): 2.2.1 All cash on hand and cash equivalents, including bank accounts, money market funds, marketable securities and temporary cash investments, to the extent not acquireincluded in the Accounts Amount. 2.2.2 Claims, demands, causes of action, choses in action, rights of recovery, rights of set-off, rights to refunds and similar rights in favor of the Sellers or any direct Affiliate of the Sellers of any kind to the extent (a) relating to the Excluded Assets or indirect the Retained Liabilities or identified on Schedule 2.2.2 or (b) relating to the ownership of the Purchased Assets, or operation of the Business, prior to the Effective Time. 2.2.3 All Excluded Intellectual Property. 2.2.4 All Excluded IT Equipment. 2.2.5 All Excluded Wilmington Calciner Contracts. 2.2.6 To the extent not included in the Accounts Amount, all of the Sellers’ and any of their Affiliates’ right, title and interest in and toto all accounts receivable (including payments for all finished and unfinished products which are en route to any customer of the Business (including any Affiliates of the Sellers) where title has passed to the customer), exchange balances and all notes, bonds, and other evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other activities of the Business occurring in connection with and attributable to the ownership or operation of the Purchased Assets or the Business prior to the Effective Time and the security arrangements, if any, related thereto, including any assetsrights with respect to any Third Party collection procedures or any other actions or proceedings in connection therewith. 2.2.7 All of the Sellers’ rights or obligations relating to the Business arising under any outstanding receivable or payable, propertiesnote or loan (including any intercompany accounts) between any Seller, on the one hand, and any other Seller or Affiliate of a Seller, on the other hand. 2.2.8 Subject to Article 6, Section 7.2 and the Technology Agreement, those Contracts and Permits relating exclusively to the ownership or operation of the Purchased Assets or the Business as currently operated by the Sellers that are not transferrable as a result of a failure to obtain consent, or other similar required condition (including any waiver of any right of first refusal, right of first offer, or other similar preemeptive right) to effect the assignment to and assumption by the Buyer and every Contract and Permit, which by its own terms, cannot be transferred or conveyed to the Buyer (provided that the foregoing shall neither relieve Sellers nor Buyer of their respective obligations under Section 7.2). 2.2.9 All Contracts and Permits of any Sellers or any Affiliate of any Sellers that may be used in the Business but that do not relate exclusively to the Purchased Assets or to the Business as conducted prior to the Effective Time by the Sellers or their Affiliates, including the National Multi-Site Contracts. 2.2.10 Any real property fee interest, lease, license, easement, franchise, right-of-way or such other ownership, leasehold, access or occupancy right in real estate (including constituent) that is not transferrable as a result of a failure to obtain consent or other similar required condition (including any waiver of any right of first refusal, right of first offer, or other similar preemeptive right) to effect the assignment to and assumption by the Buyer (provided that the foregoing shall neither relieve Sellers nor Buyer of their respective obligations under Section 7.2 or Section 7.9). 2.2.11 All rights or claims by any Sellers or any Affiliate of any Sellers to any Tax refund relating to the Business covering or relating to the period prior to the Effective Time. 2.2.12 All assets related to the Seller Plans. 2.2.13 Subject to Article 16, all rights, titles, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or in respect interests of any Taxes imposed on Sellers or any Affiliate of any Sellers relating to operations associated with the Business as conducted prior to the Effective Time (i) under any policy or agreement of insurance, (ii) under any bond, (iii) to or under any condemnation damages or awards in regard to any Taking with respect to the Transferred Assets for a Pre-Purchased Assets, or (iv) to any insurance or bond proceeds. 2.2.14 All feedstocks, blendstocks and products that are used or produced by the Facilities that are in transit on the Closing Tax Period Date, except to the extent they are included in Hydrocarbon Inventory. 2.2.15 Subject to Section 7.8, guaranties, indemnities, surety bonds, letters of credit, or other credit support or financial assurances issued or provided by any Sellers or any Taxes Affiliate of or imposed on Transferor or any Sellers with respect to the conduct of its Affiliates;the Business prior to the Effective Time. (b) Tax Returns and other 2.2.16 All books and records related other than the Books and Records. 2.2.17 All right, title and interest in the ▇▇ ▇▇▇▇▇ and any licenses or other rights to Taxes paid use, display or payable by Transferor otherwise exploit the ▇▇ ▇▇▇▇▇. 2.2.18 All right, title and interest in the ampm Marks, and any licenses or any other rights to use, display or otherwise exploit the ampm Marks, except as otherwise may be granted to the Buyer pursuant to the Master Franchise Agreement. 2.2.19 All rights of its Affiliates;the Sellers or their Affiliates under or pursuant to this Agreement and the Other Agreements and transactions contemplated hereby. 2.2.20 All intercompany debt between the Sellers or their Affiliates and the ▇▇▇▇▇▇ ▇▇▇▇▇ Company (c) any Contractswhich will be settled prior to Closing). 2.2.21 Any ▇▇▇▇▇▇ Land Company Settlement Fund Claims. 2.2.22 The Excluded ARCO Retail Network. 2.2.23 All Excluded Thrifty Agreements and all Excluded Thrifty Sites. 2.2.24 All Non-BFO Facilities, other than the Transferred Contracts (Included Fuel Retail Sites in Escrow. 2.2.25 All Excluded Retail Fuel and Convenience Marketing Contracts. 2.2.26 All rights, titles, claims and interests of the Sellers or any Affiliate of the Sellers in and to any Excluded Environmental Credits. 2.2.27 Any title to or ownership rights with respect to assets, property improvements, appurtenances, fixtures, equipment or goods located at the Real Property Interests which are not owned by Sellers or any of their Affiliates, including equipment owned by contractors or other Third Parties, spare parts on consignment, chemicals on consignment, and leased and rented equipment, vehicles and other leased items. 2.2.28 All rights of Sellers and their Affiliates in and to the portion of Shared Contracts not required Environmental Control Bonds relating to the Refinery Business. 2.2.29 All rights and obligations related to that certain Office Lease dated November 1, 1993, as amended from time to time, including most recently on November 6, 2009, between BPCNAI and The Realty Associates Fund IX, L.P. for the space in the buildings located at 4 and ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. 2.2.30 Other assets, if any, identified by category on Schedule 2.2.30. Except with regard to Sellers’ Standards and any other Excluded Assets licensed or otherwise to be or otherwise not assigned, transferred and conveyed provided to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor Buyer under this Agreement or any other Transaction Document; and of the Other Agreements, the Sellers may remove at any time or from time to time, any and all of the Excluded Assets (kincluding those Excluded Assets that the Sellers reasonably determine are the subject of Section 12.1.2) from the Facilities (at the Sellers’ expense, but without charge by the Buyer for storage). Furthermore, the Sellers agree to use Reasonable Efforts to have the Excluded Assets (including those Excluded Assets that the Sellers reasonably determine are the subject of Section 12.1.2) owned by the Sellers or their Affiliates removed from the Facilities within one hundred eighty (180) days following the Closing Date. The Sellers agree that they will consult with the Buyer in advance of taking any assets, properties, claims such actions following the Closing Date and the Parties shall adopt a mutually agreeable plan for such removal so that these actions will not unduly or rights unreasonably disrupt the normal operation of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing PlatformBusiness.

Excluded Assets. Notwithstanding anything in this Agreement to the contrarycontrary contained in Section 1.2 hereof, Guarantor and its Subsidiaries shall retain, and the Transferee Purchased Assets shall not acquireinclude any “Excluded Assets.” For purposes of this Agreement, any direct or indirect right, title and interest in and to, “Excluded Assets” mean any assets, properties, claims and properties or rights of Guarantor or its Subsidiaries other than Seller which are not used exclusively in connection with the Transferred Assets (all such assetsBusiness, propertiesand shall include, claims and rights, collectivelywithout limitation, the “Excluded Assets”), including, for the avoidance of doubt: following: (a) any refundscash, creditscash equivalents, overpayments certificates of deposit or other recoveries of, against marketable or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Prenon-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; marketable securities; (b) Tax Returns and other books and records related to Taxes paid any accounts or payable by Transferor or any of its Affiliates; notes receivable; (c) any Contracts, other than the Transferred Contracts (including the portion policies of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); insurance; (d) any accounts receivable or other receivables; vehicles; (e) any Information Technology claims, settlements or other tangible personal property other than awards relating to events occurring prior to the Transferred Tangible Personal Property Closing Date, (i) including any claims against the landlords under (1) the “Kahala Lease” (as defined on Exhibit A-1 attached hereto), and Transferred Software; any obligations relating to any such claims, settlements or awards, and (2) the “Ko’olau Lease” (as defined on Exhibit A-1 attached hereto) to the extent such claim relates to reimbursement of certain amounts paid by Seller to such landlord (the “Ko’olau Landlord”) in connection with alterations and improvements made by the Ko’olau Landlord to the parking areas in the vicinity of such Leased Premises during and around the year 2000, and any obligations relating to any such claims, settlements or awards, (ii) but excluding any claims held by Seller in its capacity as sublandlord under the Subleases (it being the intention of the parties that claims held by Seller in its capacity as sublandlord under the Subleases be included within the Purchased Assets); (f) any Intellectual Property Rights other than Transferred IP Rights; books, records or files (except to the extent otherwise included within the Purchased Assets pursuant to Section 1.2.5); (g) any data other than database schema, or database structures, included in the Transferred Software; [intentionally omitted]; (h) any Software that is not Transferred Software computer software, as well as any magnetic tape, methodology, materials or documents relating thereto (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely except to the extent that it is licensed otherwise included within the Purchased Assets pursuant to Section 5.13 hereof1.2.4); ; (i) all indemnity rights any supplies, stock in trade, inventory, signs, or any other items bearing anywhere thereon the name “Pacific,” or “Pacific Theatres,” either by itself or in conjunction with any other words or letters (provided that, any of the foregoing and other claims component parts and actions arising out letters of occurrences before or after the Closing signage shall not be deemed “Excluded Assets” to the extent primarily arising out of (1) the name “Pacific” or that primarily relate to any “Pacific Theatres” can and is professionally and neatly removed or covered, (2) the same can and is used without infringing upon the “Pacific” or “Pacific Theatres” trade names or trademarks, and (3) the same can and is used without violating the terms of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; applicable Leases); (j) all rights any ticket stock to the extent it bears the “Pacific” or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document“Pacific Theatres” name; and (k) any assets, properties, claims uniforms or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries other clothing to the extent bearing the “Pacific” or “Pacific Theatres” names; (l) any personal property of Seller's employees, including, but not involved limited to, apparel, photographs, works of art and memorabilia; (m) any projection xenon bulbs (other than those located in any projection equipment on the Mortgage Servicing PlatformClosing Date), (n) the “Excluded Inventory” (as defined in Section 2.3 below) or (o) any other property not owned by Seller or its Affiliates. Without limiting the generality of the foregoing, all assets, properties and rights of Seller or its Affiliates located at any motion picture theater other than the Theaters shall be deemed Excluded Assets for all purposes under this Agreement.

Excluded Assets. Notwithstanding anything in this Agreement to the contrarycontrary set forth in Section 2.01, Guarantor and its Subsidiaries Seller shall retainnot sell, transfer, assign or deliver (or cause to be sold, transferred, assigned or delivered) to Buyer, and the Transferee Buyer shall not acquirepurchase and acquire from Seller, any direct or indirect right, title of the following assets and interest in and to, any assets, properties, claims and rights which shall remain the exclusive property of Guarantor or its Subsidiaries other than the Transferred Assets Seller (all such assets, properties, claims and rights, collectively, the “"Excluded Assets”), including, for the avoidance of doubt:"): (a) any refundsSeller's cash and cash equivalents on hand and in banks, credits, overpayments or other recoveries of, against or in respect certificates of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliatesdeposit and marketable securities; (b) Tax Returns Seller's real property, and other books interests in real property, located in Watertown, Massachusetts (including the premises at 65 Grove Street and records related to Taxes paid 58 Irving Street) or payable by Transferor or any of its Affiliatesin Ludlow, Massachusetts, tog▇▇▇▇▇ ▇▇▇▇ ▇▇▇ build▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇nd improvements erected thereon; (c) any Contracts, other than Seller's interests in the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transfereeentities identified on Index 2.02(c); (d) any accounts receivable or all Intellectual Property (including the Seller Tradenames), including all interests therein and goodwill associated therewith, other receivablesthan as identified in Section 2.01(a), (n), (o) and (p); (e) all rights of Seller under any Information Technology loan agreement or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Softwareletter of credit; (f) any Intellectual Property Rights other than Transferred IP Rightsall rights of Seller to Tax refunds (except to the extent, if any, that the Tax in respect of which the refund applies shall have been included within prepaid expenses on the Final Net Closing Asset Statement or the accrued Liabilities set forth on the Final Closing Net Asset Statement shall have been reduced by the amount of the refund), and proceeds of insurance policies (subject to the provisions of Section 5.15(a) and (b) of the Master Agreement); (g) all rights of Seller and its Affiliates under (i) this Agreement, the Master Agreement and other Operative Documents, (ii) all Contracts to which Seller is a party that pertain in any data part to the businesses of Seller and its Affiliates other than database schemathe U.S. Business ("Other Businesses") and that are not identified as Assumed Contracts on Index 2.01(f), (iii) any Contract pertaining exclusively to an Excluded Asset or database structuresan Excluded Liability (including all insurance policies and Contracts), included and (iv) any Contract which pertains exclusively to the U.S. Business that was made or entered into in breach or violation of the Transferred SoftwareMaster Agreement, unless Buyer expressly elects by written notice delivered to Seller prior to the Closing to include such Contract as an Assumed Contract (collectively, the "Excluded Contracts"); (h) any Software all assets or properties that is are located at Seller's corporate headquarters or other business locations of Seller (including Seller's facilities located in Watertown, Massachusetts [including the premises at 65 Grove Street and 58 Irving Street] and Ludlow, Massachusetts), othe▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ness ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ (▇) ▇▇▇▇ ▇▇▇▇▇▇▇▇ely in the Other Businesses, or (ii) used in common in the U.S. Business and the Other Businesses and are not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant listed on an Index to Section 5.13 hereof)2.01; (i) all indemnity rights the corporate seals, incorporation documents, by-laws, Tax Returns and other claims Tax records, minute books and actions arising out stock record books of occurrences before or after the Closing Seller, and such other records of Seller that relate exclusively to the extent primarily arising out organization or capitalization of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise;Seller; and (j) all rights any assets or claims that accrue properties sold or will accrue to Transferor under otherwise disposed of in the ordinary course of the operation of the U.S. Business, but not in violation of any provisions of this Agreement or any other Transaction Document; and (k) any assetsthe Master Agreement, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to during the extent not involved in period from the Mortgage Servicing Platformdate hereof through the Closing.

Excluded Assets. Notwithstanding anything in this Agreement to the contraryforegoing, Guarantor and its Subsidiaries shall retain, and the Transferee Purchased Assets shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than include the Transferred Assets following assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof);): (i) all indemnity Contracts other than the Assigned Contracts, including all Rejected Contracts (the “Excluded Contracts”); (ii) the 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; (iii) all Benefit Plans and assets and any rights and other claims benefits under any insurance policies attributable thereto; (iv) all shares of capital stock, membership interests, partnership interests, options, warrants or similar equity or equity-like interests in Seller or held by Seller; (v) all insurance benefits, rights and actions arising out of occurrences before or after the Closing to the extent primarily proceeds arising out of or that primarily relate relating to the Excluded Liabilities, including any amounts payable in connection with any Pre-Closing Warranty Obligation or any Excluded Asset described in clauses (i) through (iv) and (vi) through (xii) of this Section 2(b); (vi) the assets, properties, and rights set forth on Schedule 2(b)(vi); (vii) all cash and cash equivalents, except for any ▇▇▇▇▇▇▇ money and other deposits being held by Seller under any Sale Contracts, which shall constitute Purchased Assets; (viii) any right, title, or interest in the real property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, and the improvements thereon, except for the assignment and assumption of the lessee’s obligations and rights under the Office Lease in accordance with this Agreement; (ix) all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the Excluded Assets foregoing; (x) all communications, books, and records protected by the attorney-client privilege, the attorney work-product doctrine or Retained Liabilitiessimilar rights or privileges, including communications from or to, and files maintained by or for, legal counsel, in each case to the extent prepared or created by, for, or on behalf of Seller in the course of the negotiation, documentation and consummation of the transactions contemplated by this Agreement or in any other agreement, instrument or certificate delivered in connection herewith (“Privileged Information”); (xi) any rights arising out of or related to any Action or threatened Action against or involving Seller, whether arising by way of counterclaim or otherwise, arising out of, relating to the Excluded Liabilities, including any Action or Liability arising out of or related to any Excluded Asset described in clauses (i) through (ix), (xii), or (xix) of this Section 2(b); (jxii) any leases to which Seller is a party, except for the assumption of the lessee’s rights and obligations under the Design Studio Lease, Office Lease, Sign Leases, the Copier Lease, and the Postage Lease. (xiii) the 2019 BMW X3 that is subject to the lease dated July 13, 2019; (xiv) any other vehicles of any type owned, leased, rented, or otherwise controlled by Seller; (xv) rebates, credits, and refunds related to Housing Units sold by Seller prior to Closing; (xvi) the Promissory Note dated September 1, 2020 by ▇▇▇▇▇ ▇▇▇▇▇ to Seller; (xvii) the Lease Agreement dated March 9, 2022 by and between Seller and SH Trelleborg Cadence, LLC; (xviii) any Owned Real Property, or Purchase Contracts to acquire real property, that are (or will be upon closing of the Purchase Contract) subject to a deed restriction, declaration, or similar restriction that limits or requires the sale of any or all of the Housing Units constructed or to be constructed on such real property to individuals of, or older than, a specific age; and (xix) the rights or claims that which accrue or will accrue to Transferor Seller under this Agreement or any and the other Transaction Document; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing PlatformDocuments.

Excluded Assets. Notwithstanding anything in this Agreement to the contrary, Guarantor Purchaser acknowledges and its Subsidiaries shall retainagrees that Purchaser is not purchasing or acquiring, and the Transferee shall Seller is not acquireselling, conveying, assigning or otherwise transferring, any direct rights or indirect right, title assets of Seller or its Affiliates that are not specifically listed in Section 2.01 as Purchased Assets and interest in and to, any assets, properties, claims all such other assets and rights of Guarantor or its Subsidiaries other than shall be excluded from the Transferred Purchased Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for . For the avoidance of doubt, Excluded Assets shall include the following, whether or not the same are disclosed to Purchaser in or pursuant to this Agreement or otherwise: (a) any refundscash, creditschecks, overpayments money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or other recoveries ofsimilar accounts, against and any evidence of indebtedness issued or in respect of guaranteed by any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its AffiliatesGovernmental Authority; (b) Tax Returns any accounts receivable, notes receivable and other books indebtedness due and records related owed by any third party to Taxes paid or payable by Transferor Seller or any of its AffiliatesAffiliates arising or held in connection with the sale of the Products prior to the Closing; (c) any ContractsContracts of Seller or its Affiliates (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee)Contracts; (d) any accounts receivable licenses, permits, registrations, certificates or other receivablesauthorizations, consents, clearances or approvals of Seller or its Affiliates, other than the Transferred Governmental Authorizations; (e) any Information Technology losses, loss carryforwards, credits, credit carryforwards and other Tax attributes, any deposits or other tangible personal property other than the Transferred Tangible Personal Property advance payments with respect to Taxes and Transferred Softwareany claims, rights, and interest in and to any refund, credit or reduction of Taxes; (f) any Intellectual Property Rights (i) the corporate books and records of Seller or its Affiliates, other than the Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege (“Privileged Communications”), (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents that were received from third parties in connection with their proposed acquisition of the Purchased Assets or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller or its Affiliates and any rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any IP Rights or similar rights of Seller or its Affiliates, other than the Transferred IP Rights; (gi) any data other than database schema, real estate owned or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and leased by Seller or its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwiseAffiliates; (j) all any rights that interfere with, hinder or claims that accrue compromise Seller’s ability to institute or will accrue to Transferor under this Agreement maintain any claim, action, suit or any other Transaction Document; andproceeding against a third party for infringement of Patents owned, licensed or otherwise controlled by Seller or its Affiliates, including the Licensed IP Rights; (k) any employees of Seller or its Affiliates; (l) any other assets, properties, claims properties or rights of any operationsSeller or its Affiliates, functions or businesses of Guarantor or any of its Subsidiaries to other than the extent not involved in the Mortgage Servicing PlatformPurchased Assets.

Excluded Assets. Notwithstanding anything any other provision in this Agreement to Agreement, the contrary, Guarantor and its Subsidiaries Selling LLC or any Affiliate thereof shall retain, and the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets following (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt:): (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its AffiliatesCash Equivalents; (b) Tax Returns all accounts and other books and records related to Taxes paid or payable by Transferor or any of its Affiliatesnotes receivable; (c) any Contractsall Inventory, other than except spare parts, change parts, maintenance and operating supplies, fuels and maintenance store items used directly or indirectly in connection with the Transferred Contracts (including API Equipment, the portion of Shared Contracts not required API Building, the Support Facilities or relating to be or otherwise not assigned, transferred and conveyed to Transferee)the API Operations; (d) any accounts receivable or other all intercompany receivables, contracts, agreements and arrangements; (e) all Tax losses, Tax loss carry forwards and rights to receive refunds, credits and credit carry forwards with respect to any Information Technology and all Taxes, to the extent attributable to a taxable period (or other tangible personal property other than portion thereof) ending on or prior to the Transferred Tangible Personal Property and Transferred SoftwareClosing Date including, without limitation, interest thereon, whether or not the foregoing is derived from the operation of the Facility; (f) any Intellectual Property Rights other than Transferred IP Rightsthe corporate books and records of the Selling LLC or Pfizer; (g) all current and prior insurance policies and all rights of any data other than database schemanature with respect thereto, or database structures, included in the Transferred Softwareincluding all insurance recoveries and unearned premiums thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies all Intellectual Property, except as specifically identified as part of any such Transferred Software solely to the extent that it is licensed pursuant to Purchased Assets or in Section 5.13 hereof)2.1 ; (i) all indemnity rights and other claims and actions arising out inventories of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwisefinished goods; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement API Equipment; (k) Selling LLC’s or any Affiliates licenses, permits, certifications and other Transaction Documentgovernmental authorizations and deposits that are not assignable or are not solely used in connection with the Purchased Assets (collectively, the “Excluded Permits”), including, without limitation, any applications for Excluded Permits or for renewal of any of the Excluded Permits for which action by Governmental Authorities is pending as of the Closing Date, except that, with respect to any Environmental Permits used in the conduct of the operation of the Purchased Assets which are not assignable to Purchaser, Excluded Permits shall not include documentation necessary for Purchaser to apply for such Excluded Permits; (l) The cooling tower removed prior to the date hereof; (m) Retained API Equipment; and (kn) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent All assets not involved expressly included in the Mortgage Servicing PlatformPurchased Assets.

Excluded Assets. Notwithstanding anything in this Agreement to the contrarycontrary set forth herein, Guarantor Seller shall reserve and its Subsidiaries shall retain, and the Transferee Buyer shall not acquirehave no interest or rights in, to or under, any direct asset or indirect rightproperty which is not specifically described in Section 1.1, title including, without limitation, the following properties and interest in assets (such properties and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt:): (a) any refunds, all trade credits, overpayments accounts, receivables, instruments, general intangibles, and other proceeds, deposits, benefits, income or other recoveries of, against or in respect revenues attributable to the Properties (including from the sale of any Taxes imposed on or Hydrocarbons) with respect to any period of time prior to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its AffiliatesEffective Time; (b) Tax Returns all rights and other books and records related to Taxes paid or payable by Transferor interests of Seller (or any of its Affiliatesaffiliates) (i) under any policy or agreement of insurance or indemnity (including all amounts due or payable to Seller as adjustments to insurance premiums related to the Properties), (ii) under any bond, (iii) to any insurance proceeds or award and (iv) to any condemnation proceeds or awards to the extent relating to any condemnation of the Properties prior to the Closing; (c) all claims of Seller (or any Contractsof its affiliates) for refunds of, other than and any loss or credit carryovers or similar items with respect to, (i) Production Taxes attributable to any period of time prior to the Transferred Contracts Effective Time, (including ii) Income Taxes (as defined in Section 6.1(b)) or (iii) any Taxes (as defined in Section 6.1(a)) attributable to the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee)Excluded Assets; (d) any accounts receivable or all of the Seller Marks (as defined in Section 9.4) and all of Seller’s proprietary computer software, patents, trade secrets, copyrights and other receivablesintellectual property; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property items described on Schedule 1.2(e) and Transferred Softwareall Retained Properties (as defined in Section 5.3(c)); (f) all right, title and interest of Seller in the lands described on Schedule 1.2(f) and any Intellectual Property Rights other than Transferred IP Rightsand all real property and/or personal property located thereon or used or held for use in connection therewith, including, without limitation, all oil, gas and mineral interests and/or leasehold interests, all ▇▇▇▇▇, and all Hydrocarbons produced therefrom and/or attributable thereto (collectively, the “Trust Properties”); (g) any data other than database schemaall rights, or database structurestitles and interests conveyed to Seller pursuant to (i) that certain Conveyance of Term Interest in Grantor’s Royalty and Bonus, included from ▇▇▇▇ ▇▇▇▇▇▇, as “Grantor,” to Seller, as “Grantee,” dated effective as of 12:01 a.m., July 1, 2012, and recorded in the Transferred SoftwareOfficial Public Records of Loving County, Texas as Instrument Number 2012-1055, and (ii) that certain Conveyance of Term Interest in Grantor’s Royalty and Bonus, from ▇▇▇▇ ▇▇▇▇▇▇▇, as “Grantor,” to Seller, as “Grantee,” dated effective as of 12:01 a.m., July 1, 2012, and recorded in the Official Public Records of Loving County, Texas as Instrument Number 2012-1056; (h) other than as provided in Section 4.3, all vehicles, drilling rigs, computers and tools, whether owned or leased except for vehicles, computers and personal tools designated by Seller for use by any Software employee of Seller (or its affiliates) who accepts an offer of employment with Buyer as contemplated by Section 4.3; provided that is not Transferred Software (it being understood that Guarantor and its Subsidiaries Seller may retain copies of remove any proprietary or licensed software or data from such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof)equipment; (i) the field offices located in ▇▇▇▇▇▇▇ County, Ector County and Midland County, Texas more particularly described on Schedule 1.2(i), along with any and all indemnity rights and other claims and actions arising out of occurrences before associated real or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwisepersonal property; (j) all rights contracts and agreements relating to swaps, futures and other similar derivative-based transactions; (k) all master services agreements (including any purchase orders and work orders thereunder), field data collection agreements and similar contracts and agreements for the supply of services or claims products both to the Properties and to other properties, assets or businesses of Seller; provided, however, that accrue or will accrue Buyer shall be subrogated to Transferor under this Agreement all warranties made thereunder with respect to goods and services provided in connection with the operation of the Properties; (l) all corporate, financial, Income Tax, legal (including all work product of, and attorney-client communications with, Seller’s (or any of its affiliates’) legal counsel other Transaction Documentthan title opinions related to the Properties) and other business data and records of Seller that relate to Seller’s business generally (or the business of any of Seller’s affiliates); (m) all audit-related claims and audit-related obligations associated with the Properties by or against Seller related to periods of time prior to the Effective Time; (n) all data and records relating to any sale of the Properties, including bids received from, and records of negotiations with, any person other than Buyer and any of its affiliates or representatives; and (ko) any assets, properties, claims all geophysical and other seismic and related technical data and information (including interpretive data and information) owned or rights of any operations, functions or businesses of Guarantor licensed by Seller (or any of its Subsidiaries affiliates), to the extent such data is not involved in transferable or is transferable only upon payment of a fee which Buyer has not separately agreed to pay. Notwithstanding the Mortgage Servicing Platformforegoing, the Excluded Assets shall not include (and the Properties shall include) any claims, receivables, refunds, credits or other rights of Seller or its affiliates directly relating to any Assumed Liability.

Excluded Assets. Notwithstanding anything in this Agreement to Seller and Buyer expressly agree and acknowledge that the contraryPurchased Assets will not include any assets of any kind, Guarantor and its Subsidiaries shall retainnature, character or description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise, and wherever situated) that are not expressly included within the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights definition of Guarantor or its Subsidiaries other than the Transferred Purchased Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for without limitation the avoidance following assets and properties all of doubt:which Seller shall retain as Excluded Assets): (a) any refundsall cash and cash equivalents (including bank account balances, credits, overpayments or certificates of deposit and other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliatestime deposits and ▇▇▇▇▇ cash) and marketable and other securities; (b) Tax Returns all rights under this Agreement and other books and records related to Taxes paid or payable by Transferor or any of its AffiliatesAncillary Agreement; (c) any Contracts, all cash deposits and prepaid items other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transfereethose described in Section 2.1(e); (d) the equity interests in Seller and in any accounts receivable or other receivablessubsidiaries of Seller that are not Purchased Subsidiaries; (e) all Benefit Plans (including all trusts, insurance policies and administration service Contracts related thereto), and all assets in respect of any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred SoftwareBenefit Plan; (f) (i) any Intellectual Property Rights intercompany Accounts Receivable between and among the entities that make up Seller and (ii) any Contracts between Seller, on the one hand, and any of its Affiliates, on the other than Transferred IP Rightshand; for the avoidance of doubt, all accounts, notes receivable or payable, or any other claims that may exist between and among Seller, on the one hand, and any of the Purchased Subsidiaries, on the other hand, whether characterized as an asset or a liability of either Seller or any Purchased Subsidiary, shall be deemed waived, released, and extinguished as of the Closing; (g) any data other than database schemaContract to which Seller is a party that (i) is not an Assigned Contract or (ii) is an Assigned Contract but is not assumable and assignable pursuant to the terms thereof or as a matter of applicable law (including, or database structureswithout limitation, included any Assigned Contract with respect to which any consent requirement in favor of the Transferred Softwarecounter-party thereto is not satisfied and may not be overridden pursuant to Section 365 of the Bankruptcy Code) (collectively, “Excluded Contracts”); (h) any Software that is not Transferred Software (it being understood that Guarantor the organizational documents, minute books, member ▇▇▇▇▇▇, books of account or other records having to do with the limited liability company organization of Seller, and its Subsidiaries may retain copies of any such Transferred Software solely all employee related files or records, other than records related to the extent that it is licensed pursuant to Section 5.13 hereof)Transferred Employees; (i) all indemnity rights Tax assets (including Tax refunds and other claims prepayments) and actions arising out Tax Returns of occurrences before Seller or after any of its Affiliates, with respect to the Purchased Assets or the Business, for taxable periods ending on or prior to the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwiseDate; (j) any Books and Records which Seller is required by applicable Law to retain; provided that Seller shall provide Buyer with copies of any Books and Records relating primarily to the Business, the Purchased Assets and Assumed Liabilities at or prior to the Closing; (k) all insurance policies of Seller, and all benefits, rights and claims and proceeds thereunder; (l) all refunds for prepaid insurance premiums or insurance prepayments, including any assets securing customs import bonds and other assets or deposits provided to insurance or surety companies issuing customs bonds for the payment of duties, taxes, fines or penalties associated with importing goods into the United States; (m) except as provided in Sections 2.1(d), (e), (g) and (l), all claims that accrue or will accrue causes of action of Seller, including all preference or avoidance claims and actions of Seller, including, without limitation, any such claims and actions arising under Sections 544, 547, 548, 549 and 550 of the Bankruptcy Code; (n) any Tangible Personal Property held by Seller pursuant to Transferor under this Agreement a Contract where ▇▇▇▇▇ does not assume the underlying Contract relating to such Tangible Personal Property at the Closing; (o) any software or other item of intangible property (including Intellectual Property) held by Seller pursuant to a license or other Contract where ▇▇▇▇▇ does not assume the underlying Contract relating to such intangible personal property at the Closing; (p) any derivative contract, including interest rate swap, exchange rate hedge, any forward or option contracts or any other Transaction Documentfinancial instrument which derives its value from an underlying asset and the value of which cannot be determined with certainty as of the date hereof; (q) any equipment, fixture, vehicle or item of personal property secured by the Banc of America Loan which does not constitute Non-Automated Equipment; and (kr) any assets, properties, claims assets specifically set forth or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platformdescribed on Schedule 2.2(p).

Excluded Assets. Notwithstanding anything in this Agreement to the contrarycontrary contained in Section 1.1, Guarantor and its Subsidiaries neither Telecom nor IBS shall retainsell, assign, transfer, convey or deliver to Purchaser, and the Transferee Purchaser shall not acquirepurchase, and the Purchased Assets shall not include the following (collectively, the "Excluded Assets"): (i) any right, title or interest in any property, asset (tangible or intangible), claim, contract, lease, license, right or power of Telecom or IBS which is not included in the Purchased Assets; (ii) any cash, cash equivalents or marketable securities of Telecom or IBS; (iii) any assets, properties or rights of Telecom, IBS or their affiliates not used primarily in the operation of the Services Business; (iv) any rights of Telecom or IBS under this Agreement, the Bill of Sale (as defined below) (or any other instrume▇▇ ▇f transfer) or the Assumption Agreement (as defined below) or any other agreement entered into by and among Sellers and Purchaser or their respective affiliates in connection with this Agreement and the transactions contemplated hereby, including the Transition Services Agreement (as defined below) and the Operating Agreements (as defined below), (collectively, the "Ancillary Agreements"); (v) subject to Section 4.9, any direct of Telecom's or indirect IBS's right, title and interest in and to, any assets, properties, claims and rights of Guarantor insurance policy or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliatescoverage; (bvi) Tax Returns the company seal, minute books, charter documents, stock or equity record books and such other books and records related as pertain to Taxes paid the organization, existence or payable by Transferor capitalization of Telecom or IBS as well as any of its Affiliatesother records or materials relating to Telecom or IBS generally; (cvii) subject to Section 4.3, any Contractspension, profit sharing or cash or deferred plans and trusts and assets thereof and any other than employee benefit plan, program, policy or arrangement (including, but not limited to, plans described in Section 3(3) of the Transferred Contracts Employee Retirement Income Security Act of 1974, as amended (including "ERISA")) and the portion of Shared Contracts not required assets thereof, if any, maintained by Telecom or IBS; (viii) subject to be Article V, any right Telecom or otherwise not assigned, transferred and conveyed IBS has with respect to Transfereea credit or refund for Taxes (as defined below); (dix) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely right to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before attorney-client or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Documentsimilar privilege; and (kx) any assetsright, propertiescontract, claims property or rights of any operations, functions asset that is listed or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platformdescribed on Schedule 1.2(x).

Excluded Assets. Notwithstanding anything to the contrary in this Agreement Agreement, nothing herein shall be deemed to sell, transfer, assign, convey or deliver any of the contrary, Guarantor and its Subsidiaries shall retainExcluded Assets to Buyer, and the Transferee Sellers shall not acquire, any direct or indirect retain all right, title and interest to, in and under, and all Liabilities with respect to, the Excluded Assets. For all purposes of and under this Agreement, the term “Excluded Assets” shall consist of only the following items, assets and properties (whether or not such assets are otherwise described in Section 2.1): (a) the Non-Core Assets and the assets, if any, listed on Schedule 2.2(a); (b) any and all Collective Bargaining Agreements; (c) any (i) Employee personnel files or records and (ii) Excluded Benefit Plan and any assets, propertiestrust agreements, claims insurance policies, administrative service agreements and rights of Guarantor or its Subsidiaries other contracts, files and records in respect thereof; (d) other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”as set forth on Schedule 2.1(r), any shares of capital stock or other equity interest in or issued by any Seller or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest in or issued by any Seller, and any shares of capital stock or other equity interest in or issued by any Subsidiary of any Seller (including, for the avoidance of doubt: (a, any foreign Subsidiary) any refunds, credits, overpayments or other recoveries ofentity in which any Seller holds an equity interest, against or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest in respect or issued by any Subsidiary of any Taxes imposed on Seller or with respect to the Transferred Assets for a Pre-Closing Tax Period or other entity in which any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any ContractsSeller holds an equity interest, other than the Transferred Contracts (including the portion of Shared Contracts not required to be capital stock or otherwise not assigned, transferred and conveyed to Transfereeequity interest set forth on Schedule 2.2(d); (d) any accounts receivable or other receivables; (e) any Information Technology the limited liability company, partnership and corporate books and records of internal limited liability company, partnership and corporate proceedings, minute books, organizational or governing documents, stock ledgers, and, to the extent not set forth in Section 2.1(x), other tangible personal property other than records of Sellers; provided, however, that copies of the Transferred Tangible Personal Property and Transferred Softwareforegoing items have been made available by Sellers to Buyer; (f) any Intellectual Property Rights Documents that Sellers are required by Legal Requirements to retain and documents subject to attorney-client privilege or other than Transferred IP Rightswork product privilege; provided, that such documents shall remain subject to Section 12.2, if applicable; (g) any data other than database schema, or database structures, included in the Transferred SoftwareContract that is not an Assumed Contract; (h) any Software that is not Transferred Software (it being understood that Guarantor insurance policies and its Subsidiaries may retain copies all rights under or arising out of any such Transferred Software solely insurance policies to the extent that it is licensed pursuant to not set forth in Section 5.13 hereof2.1(o); (i) all indemnity rights any prepaid deposits related to professional fee retainers and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwiseCash Collateral securing Approved Collateralized Obligations; (j) the Cash Consideration; (k) all current and prior director and officer insurance policies of Sellers and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (l) any rights, claims or claims that accrue or will accrue to Transferor causes of action of Sellers under this Agreement or any other Transaction Document; (m) subject to Section 2.5(c), any Permits and licenses held by Sellers that are not assignable or transferrable; (n) any surety bonds or other financial assurances, placed by any Seller with the Alabama Surface Mining Commission, the Alabama Oil and Gas Board, or any other Governmental Authority to the extent primarily related to and in connection with any of the Permits held by Sellers or the Reclamation or other Liabilities related thereto, any cash placed by any Seller with the Alabama Surface Mining Commission, the Alabama Oil and Gas Board, or any other Governmental Authority to the extent primarily related to and in connection with any such Permits held by Sellers or Liabilities that are not Transferred Permits or Assumed Liabilities and any cash of any Seller (wherever held) that secures or otherwise supports letters of credit serving as, securing or supporting financial assurances in connection with any of the Permits held by Sellers or Liabilities that are not Transferred Permits or Assumed Liabilities; (o) any deposits, escrows, surety bonds or other financial assurances and any cash or cash equivalents securing any surety bonds or financial assurances, in each case, to the extent relating to the Excluded Assets or Excluded Liabilities and the amounts, deposits and other financial assurances described on Schedule 2.2(o); (p) cash in an amount necessary and sufficient to cover checks in transit as of the Closing; (q) any intercompany receivables between one or more of the Sellers or their Subsidiaries; and (kr) for the avoidance of doubt (i) if the ▇▇▇▇▇▇ ▇▇▇▇ Election or the Pre-Closing ▇▇▇▇▇▇ ▇▇▇▇ Election is made or if the ▇▇▇▇▇▇ ▇▇▇▇ Assets are sold to a Successful Bidder (other than the Buyer or a Buyer Designee), the ▇▇▇▇▇▇ ▇▇▇▇ Assets, (ii) if the Blue Creek Assets are sold to a Successful Bidder (other than the Buyer or a Buyer Designee), the Blue Creek Assets and (iii) if any assetsMiscellaneous Real Property Assets are designated by Buyer as “Excluded Assets” or if any Miscellaneous Real Property Assets are sold to a Successful Bidder (other than the Buyer or a Buyer Designee), properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platformsuch Miscellaneous Real Property Assets.

Excluded Assets. Notwithstanding anything in this Agreement to the contrarycontrary set forth herein, Guarantor Seller shall reserve and its Subsidiaries shall retain, and the Transferee Buyer shall not acquirehave no interest or rights in, to or under, any direct asset or indirect rightproperty which is not specifically described in Section 1.1, title including, without limitation, the following properties and interest in assets (such properties and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt:): (a) any refunds, all trade credits, overpayments accounts, receivables, instruments, general intangibles, and other proceeds, deposits, benefits, income or other recoveries of, against or in respect revenues attributable to the Properties (including from the sale of any Taxes imposed on or Hydrocarbons) with respect to any period of time prior to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its AffiliatesEffective Time; (b) Tax Returns all rights and other books and records related to Taxes paid or payable by Transferor interests of Seller (or any of its Affiliatesaffiliates) (i) under any policy or agreement of insurance or indemnity (including all amounts due or payable to Seller as adjustments to insurance premiums related to the Properties), (ii) under any bond, (iii) to any insurance proceeds or award and (iv) to any condemnation proceeds or awards to the extent relating to any condemnation of the Properties prior to the Closing; (c) all claims of Seller (or any Contractsof its affiliates) for refunds of, other than and any loss or credit carryovers or similar items with respect to, (i) Production Taxes attributable to any period of time prior to the Transferred Contracts Effective Time, (including ii) Income Taxes (as defined in Section 6.1(b)) or (iii) any Taxes (as defined in Section 6.1(a)) attributable to the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee)Excluded Assets; (d) any accounts receivable or all of the Seller Marks (as defined in Section 9.4) and all of Seller’s proprietary computer software, patents, trade secrets, copyrights and other receivablesintellectual property; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property items described on Schedule 1.2(e) and Transferred Software; all Retained Properties (as defined in Section 5.3(c)); (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schemaall right, or database structures, included title and interest of Seller in the Transferred Software; lands described on Schedule 1.2(f) and any and all real property and/or personal property located thereon or used or held for use in connection therewith, including, without limitation, all oil, gas and mineral interests and/or leasehold interests, all ▇▇▇▇▇, and all Hydrocarbons produced therefrom and/or attributable thereto (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to collectively, the extent that it is licensed pursuant to Section 5.13 hereof“Trust Properties”); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platform.

Excluded Assets. Notwithstanding anything any other provision in this Agreement to Agreement, Pfizer or any Affiliate thereof shall retain the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets following (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt:): (a) any Cash Equivalents; (b) all intercompany receivables; (c) all account receivables; (d) all Tax losses, Tax loss carry forwards and rights to receive refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or credits and credit carry forwards with respect to any and all Taxes, to the Transferred Assets for extent attributable to a Pretaxable period (or portion thereof) ending on or prior to the Closing Date including, without limitation, interest thereon; (e) the corporate books and records of Pfizer and the general account and books of original entry that comprise Pfizer’s permanent accounting or tax records; (f) all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (g) all Trademarks including, without limitation “Pfizer,” “▇▇▇▇▇▇-Closing Tax Period ▇▇▇▇▇▇▇,” “▇▇▇▇▇-▇▇▇▇▇,” “▇▇▇▇▇▇,” “Pharmacia” and “Wyeth”; (h) the Excluded IT Contracts; (i) the Excluded IP; (j) the assets of any Plan; (k) all and any finished Product, raw materials, partly finished Product or any Taxes of work in progress and ABI existing or imposed on Transferor located at the Facility and owned by Pfizer or any of its Affiliates; (bl) Tax Returns and other books and records related to Taxes paid all assets, properties or payable by Transferor rights of Pfizer or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee)Purchased Assets; (dm) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely subject to the extent that it Easement Agreement, the Adjacent Properties which includes, for the avoidance of doubt and without limitation, the land on and through which the Storm Water System is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Documentsituated; and (kn) any assetsall books, propertiesrecords and information of Pfizer or its Affiliates (including, claims without limitation, the Excluded Books and Records), other than regulatory books, records or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries information required by Law to be kept at the extent not involved in the Mortgage Servicing PlatformFacility.

Excluded Assets. Notwithstanding anything in this Agreement to the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee shall not acquire, any direct or indirect right, title and interest contrary in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document, Seller is not selling, transferring or assigning, and Buyer is not acquiring, any property or assets pursuant to this Agreement other than as expressly described in Section 1.1 (all such excluded property and assets, collectively, the "Excluded Assets"). Without limiting the generality of the foregoing, the following property and assets of Seller constitute Excluded Assets: (a) cash, cash equivalents, securities (whether or not marketable) and investments owned by or for the account of Seller or its affiliates, except to the extent expressly provided in Sections 1.1(i), 1.1(j) and 1.1(k); (b) except as expressly provided in Section 1.1(l), all rights of Seller or its affiliates to any refunds, rights of set off or rights of recoupment for Taxes levied and imposed upon, or in connection with, the ownership or operation of the Business, the Assets or the Assumed Liabilities on or before the relevant Closing Date; (c) Seller's or its affiliates' rights under any policies of insurance or to any benefits, proceeds, or premium refunds payable or paid thereunder or with respect thereto; (d) Seller's or its affiliates' corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, licenses, approvals and authorizations to conduct its business and activities (including securities industry licenses, approvals or other authorizations to conduct its business and activities in the securities industry), memberships in any securities, commodities or other self-regulatory organizations, taxpayer and other identification numbers, Tax Returns (as defined in Section 3.5(d)) and other Tax Records (as defined in Section 3.5(c)), seals, minute books, stock ledgers, stock transfer books and similar organizational and/or governance documents, books and records of Seller, and any and all other information, documents, books and records of Seller or its affiliates, including those related to any operations, accounting, information technology or services, legal, compliance, human resources, training and development, payroll, treasury, insurance, Tax, marketing, or other general or administrative services, software or assets, and products or services supplied or offered by Seller or any of its affiliates, in each case whether or not related to the Business; (e) the rights of Seller or its affiliates under this Agreement, any other Transaction Document or any other contract, agreement, commitment or instrument between Seller and Buyer (alone or with other persons, as the case may be), including the Confidentiality Agreement, Statements of Intention and Employee Releases; (f) all of Seller's and its affiliates' e-mail addresses, URLs, websites and website content; (g) all patents, copyrights, trademarks, trade names, trade dress, domain names, service marks, logos, corporate names, and similar intellectual properties, all goodwill and other rights, titles and interests appurtenant or related to the foregoing, and any registration or application for any of the foregoing, in each case owned, used or licensed by Seller or any of its affiliates (whether or not in connection with the Business), and all materials, packaging, supplies or signage incorporating any of the foregoing; (h) any and all trade secrets, proprietary information and proprietary trade practices of Seller or any of its affiliates; (i) except as expressly provided to the contrary in Section 1.1(q), all assets held with respect to, and all rights of Seller and its affiliates pursuant to, Seller's Plans (as defined below) and the other benefits plans, programs and policies of Seller or its affiliates; (j) all intercompany accounts between Seller and any of its affiliates and all rights with respect thereto; (k) except as otherwise provided in Section 1.1(n), all rights of Seller and/or its affiliates to indemnification or recoupment from Employees, Customers and other third parties with respect to any period prior to the relevant Closing, or as a result of the transactions contemplated hereby or with respect to any of the Excluded Liabilities (as defined in Section 2.3); (l) assets to be excluded as described in Section 1.4, Section 1.6, and Section 1.7, and assets that are not transferable as described in Section 1.5; (m) any and all works of art, in each case located in any of the Business Locations that Seller elects, prior to the relevant Closing and in its sole discretion, to remove; (n) all software, computer programs and other similar technology owned, used by or licensed to Seller or its affiliates (whether or not in connection with the Business), including software, computer programs or similar technology loaded or located on, or integrated into, any computer, server, data storage or data processing equipment, or other hardware or equipment that constitutes Tangible Personal Property; (o) the WAN circuits located at the Acquired Locations; (p) Excluded Branch Assets, and assets exclusively or primarily related to Excluded Locations; (q) contracts for utilities services at the Leased Real Estate; and (kr) any assetsletters of credit issued by Seller or its affiliates for the benefit of Customers, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved including all Covered L/Cs (as defined in the Mortgage Servicing PlatformSection 0).

Excluded Assets. All assets of Parent or any of its Affiliates that are not included in the Purchased Assets as described under Section 2.01 and that are not assets of an Acquired Entity as of the Closing, shall be retained by Parent or such Affiliate, and are referred to herein collectively, as the “Excluded Assets.” Notwithstanding anything Section 2.01, “Excluded Assets” shall include: (a) All cash or cash equivalents in this Agreement hand or in bank accounts held by Parent or any Affiliate (other than Cash); (b) Other than as provided in Article 7 and other than pursuant to the contrarySection 2.01(n), Guarantor all rights under Employee Benefit Plans of any EPD Group Member that is not an Acquired Entity and all assets, records and vendor arrangements associated with such Employee Benefit Plans, whether held by Parent or any of its Affiliates (other than an Acquired Entity) in trust or otherwise; (c) Any and all Intellectual Property of Parent and its Subsidiaries shall retain, Affiliates not described in clause (i) or (ii) of Section 2.01(e) and all trademarks licensed to Buyer under the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and Trademark License Agreement except for such rights of Guarantor or its Subsidiaries other than the Transferred Assets as are licensed pursuant thereto (all such assets, properties, claims and rights, collectively, the “Excluded AssetsIntellectual Property”), including, for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable All casualty, liability or other receivablesinsurance policies related to the Business and all claims or rights under any such insurance policies (other than those relating to any Employee Benefit Plan of an Acquired Entity); (e) Any foreign, federal, state or local Tax refunds or credits and duty draw backs on export sales for Taxes and duties originally paid by Parent or any Information Technology of its Affiliates (including Acquired Entities) and any foreign, federal, state or other tangible personal property other than local anti-dumping duty claims, to the Transferred Tangible Personal Property and Transferred Softwareextent attributable to any Tax period ending on or prior to the Closing Date or to any Pre-Closing Period, but only to the extent a Tax refund or credit, duty draw back, or anti-dumping duty claim is not included in the calculation of Closing Net Working Capital on the Final Schedule; provided, however, that any refund or credit of a Mexican “asset tax” attributable to any Tax period ending on or prior to the Closing Date or to any Pre-Closing Period shall be an Excluded Asset, but only to the extent such credit is not included in the calculation of Closing Net Working Capital on the Final Schedule; (f) All real property interests of Parent or any Intellectual Property Rights of its Affiliates other than the Transferred IP RightsReal Property; (g) any data All rights (other than database schemarights of the Buyer Group, including the Acquired Entities) under this Agreement, the Other Agreements, the Agreements listed or database structuresdescribed on Schedule 2.02(g) (collectively, included in all such excluded Agreements, the Transferred Software“Excluded Agreements”); (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely All computer software related to the Business, except to the extent that it is licensed pursuant to included among the Purchased Assets described in Section 5.13 hereof2.01(e) or Section 2.01(f); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwiseAny Intergroup Receivables; (j) all rights Any Purchased Assets sold or claims that accrue or will accrue otherwise disposed of in the Ordinary Course of Business and in compliance with Section 5.03 hereof from the date hereof to Transferor under the Closing Date; (k) All books, records, files and papers prepared in connection with this Agreement or any the Other Agreements and the transactions contemplated hereby and thereby and all minute books and corporate records of Parent or its Affiliates (other Transaction Documentthan the Acquired Entities); and (kl) any assets, properties, Any and all claims or rights causes of any operations, functions or businesses of Guarantor or any of its Subsidiaries action under Antitrust Laws to the extent arising and attributable to the period before the Closing Date, whether or not involved in the Mortgage Servicing Platformcurrently pending.

Excluded Assets. Notwithstanding anything in this Agreement to the contrarycontrary herein, Guarantor the following assets and its Subsidiaries properties of or in the possession of any Seller Party (the “Excluded Assets”) shall retainbe retained by the Seller Parties and shall be excluded from the Transferred Assets and, if applicable, shall be transferred out of the Transferred Entities (if held by a Transferred Entity) prior to the Closing notwithstanding any other provision of this Agreement: (i) all cash and cash equivalents in any bank account of a Seller Party and all other cash and cash equivalents (except for any cash that is a Transferred Prepaid Expense); (ii) any accounts receivables and Inventory, other than any Transferred Inventory and Transferred Prepaid Expenses, arising from the Transferee shall not acquire, any direct or indirect Business prior to the Closing Date; (iii) all of the Seller Parties’ right, title and interest in the Retained Real Property; (iv) all Seller Intellectual Property and toSeller Technology; (v) all rights to the Seller Names and Seller Marks, together with any contracts, agreements or understandings (other than any Assumed Contract) granting rights to use the same (without limiting the rights granted to Buyer pursuant to the Transitional Trademark License Agreement); (vi) all nontransferable or nonassignable Permits, including nontransferable Environmental Permits, and any Permits held by a Seller Party that are not Related to the Business other than, in any event, the assets described in Section 2.01(a)(iv); (vii) other than any loans or advances from one Transferred Entity to another Transferred Entity, all loans or advances among the Seller Parties; (viii) other than equity interests in the Transferred Entities, any assetsequity securities or ownership interests; (ix) all Tax Returns relating to any Tax of Seller, propertiesall Tax refunds or Tax credits of any Seller Party (other than any Transferred Entity), claims and rights any Tax refunds or Tax credits in respect of Guarantor the Transferred Assets for taxable periods (or its Subsidiaries portions thereof) ending on or prior to the Closing Date; (x) other than the Transferred Assets described in Section 2.01(a)(xiv), all policies and programs of or agreements for insurance that are not exclusive to the Business or Transferred Assets and interests in insurance pools and programs (all such assetsin each case including self-insurance, properties, claims captive insurance and rights, insurance from Affiliates) (collectively, the “Excluded AssetsInsurance Policies”) and, subject to Section 7.03(b), including, for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or in respect all rights of any Taxes imposed on or nature with respect to any Insurance Policy and any recoveries thereunder and any rights to assert Claims seeking any such recoveries, including all net insurance proceeds received by a Seller Party prior to, on or following the Transferred Assets for a Pre-Closing Tax Period Date under any Insurance Policy solely with respect to (A) the loss, damage, destruction or any Taxes condemnation of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schemaExcluded Assets that is, or database structureswould have been but for such loss, damage, destruction or condemnation, included in the Transferred SoftwareExcluded Assets or (B) any Excluded Liability; (hxi) any Software that is not Transferred Software all causes of action (it being understood that Guarantor including counterclaims) and its Subsidiaries may retain copies of any such Transferred Software solely defenses against third parties to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate relating to any of the Excluded Assets or Retained Liabilitiesthe Excluded Liabilities (excluding, whether arising by way for clarity, any right to make any claims in respect of counterclaim or otherwisethe R&W Policy); (jxii) assets of any Employee Plans; (xiii) all personnel and employment records for employees and former employees of a Seller Party (other than the Transferred Books and Records and the Business Employee Records transferred pursuant to Section 2.01(a)(viii)); provided that any personnel and employment records for any Transferred Employee that are not Business Employee Records will be subject to Section 6.03(b); (xiv) all assets, rights and properties expressly excluded from transfer to Buyer or any of its Affiliates pursuant to Article VIII of this Agreement; (A) all corporate minute books (and other similar corporate records) and stock records of any Seller Party (other than the Transferred Books and Records and Business Employee Records and corporate records of the Transferred Entities, which corporate records of the Transferred Entities, for clarity, shall be obtained by Buyer by virtue of its purchase of the Transferred Equity Interests at the Closing pursuant to Section 2.01(a)(x)), or (B) any books and records that are unrelated to the Transferred Assets (other than the Transferred Books and Records and the Business Employee Records transferred pursuant to Section 2.01(a)(viii)); (xvi) (A) all records and reports prepared or received by the Seller Parties in connection with the negotiation or execution of the Transaction Agreements or the transactions contemplated thereby or the related sale process, including all analyses relating to the Business or Buyer so prepared or received, (B) all bids and expressions of interest received from third parties with respect to prospective purchasers of the Business or any portion thereof and (C) all Privileged Communications, and all other privileged communications, materials, documents and records that are unrelated to the Business; (xvii) all rights of any Seller Party (other than the Transferred Entities) under the Transaction Agreements; (xviii) subject to Section 2.01(a)(ii)(B), Shared Contracts to the extent allocated to Seller or claims an Affiliate of Seller pursuant to Section 2.02(b); (xix) any assets used in the research or development function of Seller or its Affiliates other than the Transferred Assets and any assets that accrue or will accrue constitute Transferred Assets following the Closing, including pursuant to Transferor under Section 7.12 of this Agreement or Agreement; (xx) all tangible personal property physically located at the premises of Retained Real Property at the Effective Time, except for (1) any other Transaction Documenttangible personal property that is Related to the Business, (2) any Transferred Inventory, (3) the Transferred Books and Records and the Business Employee Records transferred pursuant to Section 2.01(a)(viii) and (4) Transferred R&D Assets; and (kxxi) any assets, properties, claims or rights all of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platformassets set forth on Schedule 2.01(b)(xxi).

Excluded Assets. Notwithstanding anything in this Agreement herein to the contrary, Guarantor the Seller will retain and its Subsidiaries shall retainwill not transfer, convey, assign, or deliver to the Buyer, and the Transferee shall Buyer will not acquire, acquire any direct or indirect right, title and title, or interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than to the Transferred Assets following assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt:): (a) any refundsContracts that are not Assumed Contracts, creditsincluding those Contracts set forth on Schedule 1.2(a), overpayments or other recoveries of, against or as the same may be amended in respect of any Taxes imposed on or accordance with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliatesthis Agreement; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its AffiliatesAvailable Cash; Business; Rights; (c) any Contracts, other than all bank accounts of the Transferred Contracts (including Seller whether or not related to the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee);CryoScience (d) any accounts receivable or all Proprietary Rights other receivables;than the CryoScience Business Proprietary (e) any Information Technology assets owned or other tangible personal property other than held by or under any Employee Benefit Plan, including assets held in trust or insurance contracts for the Transferred Tangible Personal Property benefit of Employee Benefit Plan participants or beneficiaries, or amounts otherwise set aside or recorded as available for the payment of costs and Transferred Softwarebenefits attributable to the operation of any Employee Benefit Plan; (f) any Intellectual Property Rights other than refunds or credits, if any, of Taxes due to or from any Seller by reason of its ownership of the Transferred IP RightsAssets or its operation of the CryoScience Business to the extent attributable to any time or period ending prior to the Closing Date; (g) any data rights (including indemnification rights) or any claims or recoveries under litigation, of the Seller against third parties (other than database schemarights, claims and recoveries acquired by the Buyer pursuant to Section 1.1(c) or database structuresSection 1.1(h)), included in arising out of or relating to any event prior to the Transferred SoftwareClosing Date; (h) any Software business records that the Seller is not Transferred Software required by Applicable Law to retain in its possession; (it being understood that Guarantor i) the Seller's corporate charter and all 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 and blank stock certificates and other documents relating to the organization, maintenance and existence of the Seller; (j) any of the membership interests, capital stock or other equity interests of the Seller or any of its Subsidiaries may retain copies of any such Transferred Software solely (subject to the extent that it is licensed pursuant to last sentence of Section 5.13 1.1 hereof); (ik) all indemnity rights and any other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any asset of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwiseSeller that does not constitute a Transferred Asset; (jl) all amounts to be received by the Seller from the Buyer and all other rights or claims that accrue or will accrue to Transferor of the Seller under this Agreement or any Ancillary Agreement; (m) all insurance policies of the Seller whether or not related to the CryoScience Business and any rights under or otherwise with respect thereto (other Transaction Documentthan rights, claims and recoveries acquired by the Buyer pursuant to Section 1.1(l)); (n) those assets and properties identified on Schedule 1.2(n) hereto; (o) any parts, supplies, materials and other inventories (including all finished goods, raw materials, work in progress, packaging, goods in transit and consigned goods) exclusively or primarily related to the CryoIndustrial Business or the CryoLNG Business, including any such inventories on consignment and any inventories located in warehouses or similar facilities (the “CryoIndustrial and CryoLNG Inventory”); and (kp) any assets, properties, claims amounts owed by Seller’s Affiliates to Seller whether or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries not related to the extent not involved CryoScience Business. Notwithstanding anything herein to the contrary, from the date hereof until the Closing, the Buyer shall be permitted, in its sole discretion, to add any assets or properties of the Mortgage Servicing PlatformSeller to Schedule 1.2(n).

Excluded Assets. Notwithstanding Except for the assets specifically enumerated in Section 1.1(a) above, and without limiting the terms and conditions of the Ancillary Agreements, the Seller conveys no right or interest in or to any other asset or intellectual property of the Seller hereunder, including, without limitation, any trademark, patent or other intellectual property right of any kind ("EXCLUDED ASSETS"). The Seller does not assign, license or otherwise convey (and shall not be deemed to have assigned, licensed or conveyed) any rights and interest (whether by implication, estoppel, inference or otherwise, or by any conduct of a Party under this Agreement) other than as expressly set forth in this Agreement. Without limiting the generality of the foregoing, and notwithstanding anything in this Agreement Section 1.1(a) above, the following rights and assets shall be considered Excluded Assets hereunder: (i) all (A) agreements with distributors or customers relating to use of the contrary, Guarantor Assigned Products in object code form and its Subsidiaries shall retain, and the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries (B) all other agreements set forth on Schedule 1.1(b)(i) hereto under which Seller has granted a license to a third party (other than a customer or distributor) to use or resell an Assigned Product, in each case, other than Assigned Contracts (the Transferred Assets "HYSYS CONTRACTS"); (all such assets, properties, claims ii) each agreement under which the Seller has agreed to provide Operator Training Services or licensed or distributed any Assigned Product and rights, collectively, the “Excluded Assets”that is identified on Schedule 1.1(b)(ii), including, without limitation, all Multi-Product Agreements as that term is defined in Section 2.7(c) and such other customer agreements related solely to the OTS Business that Seller enters into after the date hereof and prior to Closing and which Buyer elects not to assume pursuant to Section 4.3 hereof ("RETAINED OTS CONTRACTS", and together with the HYSYS Contracts, the "RETAINED CONTRACTS"); (iii) the Third Party Licenses as that term is defined in Section 2.7(b) and all software, materials, technology or intellectual property licensed under such Third Party Licenses; (iv) the software, tools, and other technology owned by the Seller and listed on Schedule 1.1(b)(iv) (the "SELLER RETAINED DEVELOPMENT TOOLS"); (v) except for the avoidance of doubt: Assigned Trademarks, any business names, registered and unregistered trademarks, service marks, trade names, logos, Internet domain names, and corporate names and applications, registrations and renewals related thereto (a) any refundsor portions thereof), creditsand associated goodwill owned, overpayments licensed, used or other recoveries of, against held for use by the Seller or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (bvi) Tax Returns the products listed on Schedule 1.1(b)(vi), and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; all Intellectual Property Rights embodied in such products (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee"EXCLUDED HYPROTECH PROCESS ENGINEERING SIMULATION SOFTWARE"); (dvii) any accounts receivable or other receivablesperformance bonds of the Seller relating to the Assigned Contracts; (eviii) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets Seller's products or Retained Liabilitiessoftware that interface with the Assigned Products, whether arising by way of counterclaim except as expressly set forth in Schedule 1.1(a)(i)(A) or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction DocumentSchedule 1.1(a)(i)(B); and (kix) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries materials related to the extent pricing or discounting of Hyprotech Process Engineering Simulation Software, including, but not involved in the Mortgage Servicing Platformlimited to, pricing or discount lists, plans, policies, practices, forecasts, strategies, or analyses.

Excluded Assets. Notwithstanding anything FRACTIONATOR FACILITY" is understood to expressly exclude: (i) any of the equipment, facilities, or assets located within the Surface Lease Area and which are described in this Agreement Part VI of Exhibit A ("SURFACE LEASE AREA EXCLUDED ASSETS"); and (ii) any and all assets, facilities or properties outside of the Surface Lease Area which are not expressly defined above as being Related Facilities; (all of same being collectively referred to herein as the "EXCLUDED ASSETS"). (Collectively, the "Assets") TO HAVE AND TO HOLD the Conveyed Interest in and to the Assets, together with such rights, titles, interests, remedies, powers and privileges appertaining thereto, unto Grantee, its successors and assigns, forever. AND from and after the date hereof, at the request of Grantee, Grantor will, at its expense, execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such other or additional instruments of conveyance or transfer as Grantee may reasonably request in order to more effectively carry out the intent hereof and to better vest in Grantee the Conveyed Interest intended to be transferred hereunder, as contemplated by the Limited Partnership Agreement. GRANTOR shall not, and does not hereby, warrant title to the Conveyed Interest in any manner other than as follows: Grantor does warrant and agree to defend any claims by third parties claiming title or ownership by, through or under Grantor, but not otherwise warrants title to the Conveyed Interest in the Assets and does grants hereby any and all interest therein which it currently holds; NOTWITHSTANDING any other provision hereof to the contrary, Guarantor and its Subsidiaries nothing contained herein shall retainin any way supersede, and the Transferee shall not acquiremodify, any direct or indirect rightreplace, title and interest in and toamend, any assetschange, propertiesrescind, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assetswaive, propertiesexceed, claims and rightsexpand, collectively, the “Excluded Assets”), including, for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against enlarge or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to way affect any of the Excluded Assets or Retained Liabilitiesprovisions, whether arising by way including without limitation any of counterclaim or otherwise; (j) all the representations, warranties, covenants, indemnities, limitations, rights or claims that accrue or will accrue remedies contained in the Limited Partnership Agreement, and this instrument is intended solely to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights effect the transfer of the Conveyed Interest sold and purchased as contemplated by the Limited Partnership Agreement. THIS ASSIGNMENT AND CONVEYANCE shall not constitute an assignment of any operationscontract, functions operating license or businesses other permit or agreement which, by its terms or as a matter of Guarantor or any law, is not assignable without the consent of its Subsidiaries a third party, unless and until such third party shall have consented to the extent not involved in the Mortgage Servicing Platformsuch assignment.

Excluded Assets. Notwithstanding anything in this Agreement to Buyer expressly understands and agrees that the contraryPurchased Assets shall not include, Guarantor and its Subsidiaries each Seller shall retain, any and the Transferee shall not acquire, any direct or indirect right, all right title and interest in in, to and to, any assets, under the properties, claims assets and rights of Guarantor every kind and description, wherever located, whether real, personal, mixed, tangible or its Subsidiaries intangible, of such Seller other than the Transferred Purchased Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”). Specifically, includingand without in any way limiting the generality of the first sentence of this Section 2.1(b), the Purchased Assets shall not include, and Buyer shall not acquire: (i) any rights in or to any Seller’s franchise to be a limited liability company and its company seal, minute books, equity ledger and other records relating to its existence and capitalization; (ii) any equity interest in any Seller or in any other Person in which any Seller owns any equity interest (other than Rubicon International); (iii) the consideration to be delivered by Buyer to any Seller pursuant to this Agreement and all other rights of any Seller under this Agreement and the Seller Documents; (iv) any Cash and Cash Equivalents of any Seller; (v) any intercompany receivables of any Seller payable by an Affiliate of such Seller, other than amounts due and owing for products sold and services provided by the Technology Business; (vi) any rights to refunds or credits with respect to any Taxes paid or incurred by any Seller (and rights to refunds for Taxes relating to the Technology Business, Purchased Assets, or the Transferring Employees for any Pre-Closing Tax Period (or portion thereof)) to the extent such Taxes were paid by Seller, together with any related interest received or due from the relevant taxing authority, any prepaid Taxes or other rights to Taxes paid by or of any Seller; (vii) any and all rights of any Seller in or to (A) any Intellectual Property, Software and Information Systems (1) owned by a third party to the extent not related to the Technology Business or (2) owned by any Seller or any of its Subsidiaries that are not Used in the Technology Business (but, for the avoidance of doubt: , excluding any Business Intellectual Property), (aB) the Seller Marks, and (C) any refundsother Intellectual Property or Software indicated as an Excluded Asset on the Seller Disclosure Schedules (but, creditsfor the avoidance of doubt, overpayments or other recoveries of, against or in respect of any Taxes imposed excluding the Business Intellectual Property set forth on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (bSchedule 4.13(a) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to TransfereeSchedule 4.13(b)); (dviii) any accounts receivable prepaid items, claims for contribution, indemnity rights and similar claims and causes of action and other intangible rights to the extent any of the foregoing relate exclusively or other receivablesprimarily to any Excluded Asset or to any Excluded Liability, and all privileges related thereto; (eix) subject to Buyer’s rights under Section 8.11, any Information Technology or other tangible personal property other than Seller’s rights in, to and under the Transferred Tangible Personal Property and Transferred SoftwareInsurance Policies; (fx) any Intellectual Property Rights books, records, files or other than Transferred IP Rightsembodiments of information not otherwise constituting Business Records; (gxi) any data other than database schemaSeller’s rights, claims or database structures, included in the Transferred Softwarecauses of action against third parties primarily or exclusively relating to any Excluded Asset or any Excluded Liability; (hxii) any Software that is not Transferred Software (it being understood that Guarantor each Employee Plan, including all assets with respect thereto and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof)all related administrative services Contracts; (ixiii) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any each of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Documentassets set forth on Schedule 2.1(b)(xiii); and (kxiv) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platformall Pre-Closing Accounts Receivable.

Excluded Assets. Notwithstanding anything contained in this Agreement Section 1.1 hereof to the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee shall Assets do not acquire, include any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets following (all such assets, properties, claims and rights, collectively, herein referred to collectively as the “"Excluded Assets”), including, for the avoidance of doubt:"): (a) any refundsall cash and cash equivalents, creditssuch as certificates of deposit, overpayments or other recoveries oftreasury bills and similar types of investments, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliatesand marketable securities; (b) Tax Returns and other all parts or portions of the books and records related solely to Taxes paid the extent relating to or payable by Transferor used in the business of Seller and not relating to or any of its Affiliatesused in the Business; (c) any Contractsall insurance policies maintained by Seller and all rights of action, other than lawsuits, claims and demands, rights of recovery and set-off, and proceeds, under or with respect to such insurance policies, except to the Transferred Contracts (including extent the portion of Shared Contracts not required coverage thereof remains available after the Closing for pre- or post-Closing claims relating to be the Business, the Assets or otherwise not assigned, transferred and conveyed to Transferee)the Assumed Liabilities; (d) any inter-company accounts (including corporate-level accounts) and notes receivable or other receivablesfrom Seller and its Affiliates excluded pursuant to 1.1(b) above; (e) the name and ▇▇▇▇ "Adaptive Broadband" and any Information Technology name or other tangible personal property other than ▇▇▇▇ to the Transferred Tangible Personal Property extent derived from or including the foregoing, including without limitation, all logos, corporate symbols or logos incorporating "Adaptive Broadband," and Transferred Softwarethe 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 Intellectual Property Rights other than Transferred IP Rightsnature 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 Assets; (g) all rights, title and interest of Seller in and to prepaid accrued franchise and income taxes of the Business and any data other than database schemaclaims for any refund, credit, rebate or database structuresabatement with respect to accrued franchise and income taxes of the Business for any period or portion thereof through the Closing Date, included in the Transferred Softwareand any interest payable with respect thereto; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to all accounts receivable due from DFAS for the extent that it is licensed pursuant to Section 5.13 hereof);TSSR product; and (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platformassets listed on Schedule 1.2.

Excluded Assets. Notwithstanding anything in this Agreement Section 2.1 to the contrary, Guarantor it is hereby expressly acknowledged and its Subsidiaries agreed that the Purchased Assets shall retainnot include, and neither Seller nor any of the Transferee shall Affiliates is selling, transferring, assigning, conveying or delivering to Buyer, and Buyer is not acquirepurchasing, acquiring or accepting from Seller or any of the Subsidiaries, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectivelyproperties or assets set forth on or described in paragraphs (a) through (i) below (the rights, properties and assets expressly excluded by this Section 2.2 from the Purchased Assets being referred to herein as the “Excluded Assets”), including, for the avoidance of doubt:): (a) any refundscash, creditscash equivalents, overpayments bank deposits or other recoveries of, against similar cash items or in respect employee receivables of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period Seller or any Taxes Affiliate of or imposed on Transferor or any of its AffiliatesSeller; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor any Proprietary Subject Matter of Seller or any Affiliate of its AffiliatesSeller, other than the Business Intellectual Property; (c) any Contractsclaim, right or interest of Seller or any Affiliate of Seller in or to any refund, rebate, abatement or other than the Transferred Contracts (including the portion of Shared Contracts not required to be recovery for Taxes, together with any interest due thereon or otherwise not assignedpenalty rebate arising therefrom, transferred and conveyed to Transferee)for any Pre-Closing Tax Period; (d) any accounts receivable or other receivablesthe Excluded Contracts; (e) any Information Technology insurance policies or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Softwarerights of proceeds thereof; (f) any Intellectual Property Rights other than Transferred IP Rightsall invoiced and accrued accounts receivable pertaining to inventory shipments prior to the Closing Date; (g) any data other than database schema, or database structures, included in the Transferred Softwareitems listed on Schedule 2.2(g); (h) any Software that is not Transferred Software (it being understood that Guarantor the Retained Seller Intellectual Property and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof);Retained Patents; and (i) all indemnity rights each of Seller’s HP 93000 and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing PlatformHP 83000 integrated circuit test equipment.

Excluded Assets. Notwithstanding anything in this Agreement the foregoing, the Acquired Assets shall not include, and neither ARI nor Sub shall purchase, the following assets (collectively, the "Excluded Assets"), which Excluded Assets shall be retained by MCM and shall not be sold, assigned or transferred to either of ARI or Sub: (a) all cash and cash reserves of MCM, including all temporary cash investments, bank deposits, rights to funds generated from credit card receipts relating to sales made prior to the contrarydate hereof (without regard to when such funds are actually received by MCM), Guarantor marketable securities, certificates of deposit, commercial paper, treasury bills, notes and its Subsidiaries shall retainother similar investments; (b) all inventory owned by MCM, including, without limitation, the Consigned Inventory (as defined in Section 2.1) (collectively, the "Inventory"), and all proceeds of the Transferee shall not acquireforegoing; (c) all customer deposits made on or prior to the date hereof in respect of any item of Inventory, any direct Layaway or indirect any of the TBO's; (d) all lease or rental prepayments, or security or other deposits of MCM; (e) all inventory or other property held by MCM on a consignment basis or otherwise in the possession of MCM but owned by third parties (collectively, "Third Party Consigned Inventory"), it being understood that Sub shall take physical possession of, but not legal title to, any of such consigned property the consignor of which consents to the transfer to Sub thereof; (f) all right, title and interest in of MCM in, to and tounder that certain Consignment, Royalty and Asset Purchase Agreement, dated November 10,1995 (the "CAW Agreement"), between MCM and Corporate Artworks Ltd., including, without limitation, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt: (a) any refunds, credits, overpayments inventory or other recoveries of, against property of MCM consigned thereunder or in respect of any Taxes imposed on or with respect rights to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliates; (c) any Contracts, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rightsreceive proceeds pursuant thereto; (g) all right, title and interest of MCM in, to and under any data other than database schemaclaims and/or rights against third parties that (i) relate to MCM or the Business prior to the date hereof, to any Excluded Asset or database structuresto any Retained Liability, included in whether or not currently existing or asserted, and (ii) do not directly relate to the Transferred SoftwareAssumed Liabilities; (h) any Software that is not Transferred Software (it being understood that Guarantor all partnership and/or corporate records, books of account, tax returns and other records and documents of MCM and its Subsidiaries may retain copies of any such Transferred Software solely partners not specifically related to the extent that it is licensed pursuant to Section 5.13 hereof)operation of the Business; (i) all indemnity rights right, title and other claims interest of MCM in and actions arising out to its Washington, D.C. (Georgetown) location (the "Georgetown Location") and any assets or property of occurrences before MCM located at or after directly related to conduct of business by MCM at such location (it being understood that MCM will not use the Closing name ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any derivatives thereof with respect to the extent primarily arising out of Georgetown Location, other than as may be required in connection with documentation relating to the leasing or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwisesubleasing thereof); (j) all insurance premiums prepaid by MCM prior to the date hereof; provided, however, that such premiums may be retained by ARI or Sub to the extent any of such policies is transferred to ARI and/or Sub and MCM is reimbursed in full for the remaining amount of any such prepayments; (k) all prepaid taxes and any rights of MCM to any federal, state, local or claims that accrue foreign tax refunds or will accrue carrybacks or any payment under any tax sharing, tax allocation or similar agreements; (l) all right, title and interest of MCM in and to Transferor each of the assets identified on Schedule 1.3 (1) hereto; (m) all right, title and interest of MCM in, to and under this Agreement or Agreement, that certain Confidentiality Agreement, dated May 9, 1996 (the "Confidentiality Agreement"), between ARI and MCM, and under any other Transaction Documentagreement between or among MCM, ARI and/or Sub entered into on or after the date of this Agreement; and (kn) all right, title and interest of MCM in and to any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries and all assets and properties relating to the Business to the extent such assets and properties are not involved in the Mortgage Servicing Platformtransferable pursuant to applicable law or contract.

Excluded Assets. Notwithstanding anything in this Agreement to the contrarycontrary herein, Guarantor and its Subsidiaries shall retain, and the Transferee shall Assets do not acquire, any direct or indirect include the following (the “Excluded Assets”): (i) the right, title and interest of DESC and the JV Entities in and toto cash on hand and short-term instruments as of the Closing Date; (ii) the right, title and interest of DESC and the JV Entities in and to accounts receivable arising out of the operation of the Business in the ordinary course prior to the Closing Date (the “Accounts Receivable”); (iii) the minute books, stock ledgers, and tax records of Aluminio; (iv) all rights of DESC or any of the JV Entities under this Agreement and the Seller Related Instruments; (v) except as otherwise provided in the Transition Services Agreement, any assetsrights of the Business to receive from DESC and the JV Entities any corporate overhead and shared services, propertiesincluding treasury, claims legal, tax, human resources, risk management, finance and group purchasing plans (and including the software used by DESC and the JV Entities to provide these services); (vi) except for the Transferred Intellectual Property, any Intellectual Property used or held for use in the conduct and operation of the Business, including without limitation, any software owned by or licensed to Aluminio (and any tangible embodiments of such Intellectual Property); (vii) except for the Assigned Contracts, any contracts, licenses, agreements, and leases to which DESC or any of the JV Entities is a party; (viii) except for the Assigned Permits, all franchises, licenses, permits, certificates, approvals and other authorizations of any governmental authority issued or granted to DESC or any of the JV Entities; (ix) the real property leased by ▇▇▇▇▇▇ and adjacent to the Real Property being transferred to Buyer; and (x) all claims, causes of action and rights of Guarantor or its Subsidiaries other than the Transferred Assets (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt: (a) any refunds, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor DESC or any of its Affiliates; (b) Tax Returns and other books and records related the JV Entities against any third party to Taxes paid or payable by Transferor or the extent relating to any Liability of any of its Affiliates; (c) any ContractsDESC or the JV Entities, other than the Transferred Contracts (including the portion of Shared Contracts not required to be or otherwise not assigned, transferred and conveyed to Transferee); (d) any accounts receivable or other receivables; (e) any Information Technology or other tangible personal property other than the Transferred Tangible Personal Property and Transferred Software; (f) any Intellectual Property Rights other than Transferred IP Rights; (g) any data other than database schema, or database structures, included in the Transferred Software; (h) any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all indemnity rights and other claims and actions arising out of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Assumed Liabilities, whether arising by way of counterclaim or otherwise; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (k) any assets, properties, claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to the extent not involved in the Mortgage Servicing Platform.

Excluded Assets. Notwithstanding anything contained in this Agreement Section 2.1 and/or Section 2.2 to the contrary, Guarantor and its Subsidiaries shall retainthe Seller Entities are not selling, and neither the Transferee shall not acquireBuyer nor any Buyer Designee is purchasing, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries assets other than those specifically listed or described, as applicable, in Section 2.1 (by virtue of the Buyer acquiring the Acquired Entity Equity Interests) and Section 2.2, and without limiting the generality of the foregoing, the term “Transferred Assets Assets” shall expressly exclude the following assets of the Seller Entities, all of which shall be retained by the Seller Entities (all such assets, properties, claims and rights, collectively, the “Excluded Assets”), including, for the avoidance of doubt:): (a) any refundsall cash, credits, overpayments or other recoveries of, against or in respect of any Taxes imposed on or with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliatescash equivalents and marketable securities; (b) Tax Returns and other books and records related to Taxes paid or payable by Transferor or any of its Affiliatesthat are not Transferred Assets; (c) any Contractsall Intellectual Property that is not Business Intellectual Property, other than including all Intellectual Property that is not used or held for use, or under development for use, exclusively in the Transferred Contracts (Business and all Intellectual Property used or held for use, or under development for use, in the Excluded Business, including the portion right to seek damages for the past, present and future infringement or other violation of Shared Contracts not required any such Intellectual Property and the goodwill appurtenant to be or otherwise not assigned, transferred and conveyed to Transferee)any such Intellectual Property; (d) any accounts receivable or other receivablesall bank accounts; (e) any Information Technology or other tangible personal property other than the all accounting records (including records relating to Taxes) and internal reports that are not Transferred Tangible Personal Property and Transferred SoftwareAssets; (f) any Intellectual Property Rights other than interest in or right to any refund of Taxes relating to the Business, the Transferred IP RightsAssets or the Assumed Liabilities for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date; (g) any data other than database schemainsurance policies and all rights, claims or database structures, included in the Transferred Softwarecauses of action thereunder; (h) except as specifically provided in Section 5.7, any Software that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of assets relating to any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof)Employee Plan; (i) all indemnity rights and other rights, claims and actions arising out causes of occurrences before or after the Closing to the extent primarily arising out of or that primarily relate action relating to any of the Excluded Assets Asset or Retained Liabilitiesany Excluded Liability, whether arising by way of counterclaim or otherwisetogether with all books and records related thereto; (j) all rights or claims that accrue or will accrue to Transferor under this Agreement and the Ancillary Agreements; (k) all confidential communications between the Seller Entities and their respective Affiliates, on the one hand, and their respective legal counsel and other advisors, on the other hand, to the extent 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, including any attendant attorney-client privilege, attorney work product protection, and expectation of client confidentiality applicable thereto, in each case including information or files in any format in connection therewith; (l) any Contract, other Transaction Documentthan the Contracts listed in Schedule 2.3(l) of the Disclosure Schedules, that relates to the operations of the Seller and its consolidated group of companies as a whole; provided, that, for the avoidance of doubt, no such Contract (other than the Contracts listed in Schedule 2.3(l) of the Disclosure Schedules) shall be subject to Section 2.6; (m) any assets or securities transferred in compliance with the last sentence of Section 5.1; and (kn) the assets listed in Schedule 2.3(n) of the Disclosure Schedules and any and all assets, business lines, properties, rights and claims or rights of any operations, functions or businesses of Guarantor or any of its Subsidiaries to that do not constitute the extent not involved in the Mortgage Servicing PlatformTransferred Assets.