Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. (1) Section 4.03(l) of the Constellation Disclosure Letter sets forth a list of Contracts, including all amendments, supplements, exhibits and side letters to any such Contract, to which Constellation or any Constellation Subsidiary is a party or by which any of its properties or assets are bound (provided that equity interests in any Person shall not be deemed to be the properties or assets of Constellation or any Constellation Subsidiary), which, as of the date of this Agreement (provided that Constellation shall not be required to list those Contracts that have been filed by Constellation with the SEC or incorporated by reference into the Constellation SEC Documents): (i) is or will be required to be filed as an exhibit to Constellation’s Annual Report on Form 10-K pursuant to Item 601(b)(2), (4), (9) or (10) of Regulation S-K promulgated under the Securities Act; (ii) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to Constellation or any Constellation Subsidiary, or which restricts the conduct of any line of business of Constellation or any Constellation Subsidiary, in each case, that have or would reasonably be expected to have a material impact on the business or operations of Constellation or the Constellation Subsidiaries, taken as a whole; (iii) establishes a material partnership, joint venture or similar arrangement; (iv) relates to the borrowing of money from, or extension of credit to, a third party, in each case having a principal amount of Indebtedness in excess of $100 million other than accounts receivable and payable incurred or arising in the ordinary course of business consistent with past practice (further Section 4.03(l) of the Constellation Disclosure Letter shall specifically note if the consummation of the Transactions, absent a consent from the counterparty to such Contract, results in a right of termination, cancellation, acceleration or amendment of, triggers any payments or results in any violation of or constitutes a breach or default of such Contract); (v) requires Constellation or any Constellation Subsidiary to dispose of or acquire assets or properties with a fair market value in excess of $75 million, or involves any pending or contemplated merger, consolidation or similar business combination; (vi) is a management or advisory agreement with any NTR or is a RIC Fund Contract under which Constellation acts as an adviser; (vii) is material to Constellation and is with a Governmental Authority; or (viii) is material to Constellation and the Constellation Subsidiaries, taken as a whole, and contains any so-called “most favored nations” or similar provisions requiring Constellation or any Constellation Subsidiary to offer a person any terms or conditions that are at least as favorable as those offered to any other person. (2) Each Contract of the type described above in Section 4.03(l), whether or not set forth in Section 4.03(l) of the Constellation Disclosure Letter, is referred to herein as a “Constellation Material Contract.” Except as has not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to Constellation, each Constellation Material Contract is legal, valid, binding and enforceable in accordance with its terms on Constellation and each Constellation Subsidiary that is a party thereto and, to the Knowledge of Constellation, each other party thereto, and is in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Material Contracts; Defaults. (1) Section 4.03(l4.02(l) of the Constellation Sirius Disclosure Letter sets forth a list of Contracts, including all amendments, supplements, exhibits and side letters to any such Contract, to which Constellation Sirius or any Constellation Sirius Subsidiary is a party or by which any of its properties or assets are bound (provided that equity interests in any Person shall not be deemed to be the properties or assets of Constellation Sirius or any Constellation Sirius Subsidiary), which, as of the date of this Agreement (provided that Constellation Sirius shall not be required to list those Contracts that have been filed by Constellation Sirius with the SEC or incorporated by reference into the Constellation Sirius SEC Documents): (i) is or will be required to be filed as an exhibit to Constellation’s Sirius’ Annual Report on Form 10-K pursuant to Item 601(b)(2), (4), (9) or (10) of Regulation S-K promulgated under the Securities Act; (ii) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to Constellation Sirius or any Constellation Sirius Subsidiary, or which restricts the conduct of any line of business of Constellation Sirius or any Constellation Sirius Subsidiary, in each case, that have or would reasonably be expected to have a material impact on the business or operations of Constellation Sirius or the Constellation Sirius Subsidiaries, taken as a whole; (iii) establishes a material partnership, joint venture or similar arrangement; (iv) relates to the borrowing of money from, or extension of credit to, a third party, in each case having a principal amount of Indebtedness in excess of $100 million other than accounts receivable and payable incurred or arising in the ordinary course of business consistent with past practice (further Section 4.03(l4.02(l) of the Constellation Sirius Disclosure Letter shall specifically note if the consummation of the Transactions, absent a consent from the counterparty to such Contract, results in a right of termination, cancellation, acceleration or amendment of, triggers any payments or results in any violation of or constitutes a breach or default of such Contract); (v) requires Constellation Sirius or any Constellation Sirius Subsidiary to dispose of or acquire assets or properties with a fair market value in excess of $75 million, or involves any pending or contemplated merger, consolidation or similar business combination; (vi) is a management or advisory agreement with any NTR or is a RIC Fund Contract under which Constellation acts as an adviser; (vii) is material to Constellation Sirius and is with a Governmental Authority; or (viiivii) is material to Constellation Sirius and the Constellation Sirius Subsidiaries, taken as a whole, and contains any so-called “most favored nations” or similar provisions requiring Constellation Sirius or any Constellation Sirius Subsidiary to offer a person any terms or conditions that are at least as favorable as those offered to any other person. (2) Each Contract of the type described above in Section 4.03(l4.02(l), whether or not set forth in Section 4.03(l4.02(l) of the Constellation Sirius Disclosure Letter, is referred to herein as a “Constellation Sirius Material Contract.” Except as has not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to ConstellationSirius, each Constellation Sirius Material Contract is legal, valid, binding and enforceable in accordance with its terms on Constellation Sirius and each Constellation Sirius Subsidiary that is a party thereto and, to the Knowledge of ConstellationSirius, each other party thereto, and is in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (3) Neither Sirius nor any Sirius Subsidiary is in default under any Sirius Material Contract to which it is a party, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, in each case, except as has not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to Sirius. (4) Sirius has delivered or made available to each of the Other Parties or provided to the Other Parties for review, prior to the execution of this Agreement, true and complete copies of all of the Sirius Material Contracts.

Material Contracts; Defaults. (1) Section 4.03(l4.01(l) of the Constellation Polaris Disclosure Letter sets forth a list of Contractsagreements, contracts, arrangements, commitments or understandings (each, a “Contract”), including all amendments, supplements, exhibits and side letters to any such Contract, to which Constellation Polaris or any Constellation Polaris Subsidiary is a party or by which any of its properties or assets are bound (provided that equity interests in any Person shall not be deemed to be the properties or assets of Constellation Polaris or any Constellation Polaris Subsidiary), which, as of the date of this Agreement (provided that Constellation Polaris shall not be required to list those Contracts that have been filed by Constellation Polaris with the SEC or incorporated by reference into the Constellation Polaris SEC Documents): (i) is or will be required to be filed as an exhibit to Constellation’s Polaris’ Annual Report on Form 10-K pursuant to Item 601(b)(2), (4), (9) or (10) of Regulation S-K promulgated under the Securities Act; (ii) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to Constellation Polaris or any Constellation Polaris Subsidiary, or which restricts the conduct of any line of business of Constellation Polaris or any Constellation Polaris Subsidiary, in each case, that have or would reasonably be expected to have a material impact on the business or operations of Constellation Polaris or the Constellation Polaris Subsidiaries, taken as a whole; (iii) establishes a material partnership, joint venture or similar arrangement; (iv) relates to the borrowing of money from, or extension of credit to, a third party, in each case having a principal amount of Indebtedness in excess of $100 million other than accounts receivable and payable incurred or arising in the ordinary course of business consistent with past practice (further Section 4.03(l4.01(l) of the Constellation Polaris Disclosure Letter shall specifically note if the consummation of the Transactions, absent a consent from the counterparty to such Contract, results in a right of termination, cancellation, acceleration or amendment of, triggers any payments or results in any violation of or constitutes a breach or default of such Contract); (v) requires Constellation Polaris or any Constellation Polaris Subsidiary to dispose of or acquire assets or properties with a fair market value in excess of $75 million, or involves any pending or contemplated merger, consolidation or similar business combination; (vi) is a management or advisory agreement with any NTR or is a RIC Fund Contract under which Constellation Polaris acts as an adviser; (vii) is material to Constellation Polaris and is with a Governmental Authority; or (viii) is material to Constellation Polaris and the Constellation Polaris Subsidiaries, taken as a whole, and contains any so-called “most favored nations” or similar provisions requiring Constellation Polaris or any Constellation Polaris Subsidiary to offer a person any terms or conditions that are at least as favorable as those offered to any other person. (2) Each Contract of the type described above in Section 4.03(l4.01(l), whether or not set forth in Section 4.03(l4.01(l) of the Constellation Polaris Disclosure Letter, is referred to herein as a “Constellation Polaris Material Contract.” Except as has not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to ConstellationPolaris, each Constellation Polaris Material Contract is legal, valid, binding and enforceable in accordance with its terms on Constellation Polaris and each Constellation Polaris Subsidiary that is a party thereto and, to the Knowledge of ConstellationPolaris, each other party thereto, and is in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (3) Neither Polaris nor any Polaris Subsidiary is in default under any Polaris Material Contract to which it is a party, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, in each case, except as has not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to Polaris. (4) Polaris has delivered or made available to each of the Other Parties or provided to the Other Parties for review, prior to the execution of this Agreement, true and complete copies of all of the Polaris Material Contracts.

Material Contracts; Defaults. (1) Section 4.03(l4.02(l) of the Constellation Nova II Disclosure Letter sets forth a list of Contracts, including all amendments, supplements, exhibits and side letters to any such Contract, to which Constellation Nova II or any Constellation Nova II Subsidiary is a party or by which any of its their respective properties or assets are bound (provided that equity interests Equity Interests in any Person person shall not be deemed to be the properties or assets of Constellation Nova II or any Constellation Nova II Subsidiary), which, as of the date of this Agreement (provided that Constellation Nova II shall not be required to list those Contracts that have been filed by Constellation Nova II with the SEC or incorporated by reference into the Constellation Nova II SEC Documents): (i) is or will be required to be filed as an exhibit to ConstellationNova II’s Annual Report on Form 10-K pursuant to Item 601(b)(2), (4), (9) or (10) of Regulation S-K promulgated under the Securities Act; (ii) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to Constellation Nova II or any Constellation Nova II Subsidiary, or which restricts the conduct of any line of business of Constellation Nova II or any Constellation Nova II Subsidiary, in each case, that have or would reasonably be expected to have a material impact on the business or operations of Constellation or Nova II and the Constellation Nova II Subsidiaries, taken as a whole; (iii) establishes a material partnership, joint venture or similar arrangement; (iv) relates to the borrowing of money from, or extension of credit to, a third party, in each case having a principal amount of Indebtedness in excess of $100 million 50 million, other than accounts receivable and payable incurred or arising in the ordinary course of business consistent with past practice (further Section 4.03(l4.02(l) of the Constellation Nova II Disclosure Letter shall specifically note if the consummation of the Transactions, absent a consent from the counterparty to such Contract, results in a right of termination, cancellation, acceleration or amendment of, triggers any payments or results in any violation of or constitutes a breach or default of such Contract); (v) requires Constellation Nova II or any Constellation Nova II Subsidiary to dispose of or acquire assets or properties with a fair market value in excess of $75 50 million, or involves any pending or contemplated merger, consolidation or similar business combination; (vi) is a management or advisory agreement with any NTR or is a RIC Fund Contract under which Constellation acts as an adviser; (vii) is material to Constellation Nova II and is with a Governmental Authority; or (viiivii) is material to Constellation Nova II and the Constellation Nova II Subsidiaries, taken as a whole, and contains any so-called “most favored nations” or similar provisions requiring Constellation Nova II or any Constellation Nova II Subsidiary to offer a person any terms or conditions that are at least as favorable as those offered to any other person. (2) Each Contract of the type described above in Section 4.03(l4.02(l)(1), and any Nova II Principal MBS Agreement, any Contract forming part of the Nova II Loan Files, any Nova II PE Investment Agreement or any Nova II Major Lease, whether or not set forth in Section 4.03(l4.02(l) of the Constellation Nova II Disclosure Letter, is referred to herein as a “Constellation Nova II Material Contract.” Except as has not resulted in or in, and would not reasonably be expected to result in in, a Nova II Material Adverse Effect with respect to ConstellationEffect, each Constellation Nova II Material Contract is legal, valid, binding and enforceable in accordance with its terms on Constellation Nova II and each Constellation Nova II Subsidiary that is a party thereto and, to the Knowledge of ConstellationNova II, each other party thereto, and is in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Material Contracts; Defaults. (1i) With respect to HomeTown, except as set forth in Section 4.03(l3.3(j)(i) of its Disclosure Letter (which may incorporate the contracts and instruments reflected as exhibits on the exhibit list included in its Annual Report on Form 10-K for the year ended December 31, 2017), as of the date hereof, neither it nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) that is a “material contract” required to be filed as an exhibit pursuant to Item 601(b)(10) of the Constellation Disclosure Letter sets forth a list SEC’s Regulation S-K that has not been filed as an exhibit to or incorporated by reference in its SEC Reports filed prior to the date of Contractsthis Agreement, (B) that prohibits or restricts the conduct of business by it or any of its Subsidiaries or any of its personnel in any geographic area or its or their ability to compete in any line of business, (C) with respect to employment of an officer, director or consultant, including all amendmentsany employment, supplementsseverance, exhibits termination, consulting or retirement agreement, (D) that would be terminable other than by it or any of its Subsidiaries or under which a material payment obligation would arise or be accelerated, in each case as a result of the announcement or consummation of this Agreement or the transactions contemplated herein (either alone or upon the occurrence of any additional acts or events), (E) that would require any consent or approval of a counterparty as a result of the consummation of this Agreement or the transactions contemplated herein, (F) pursuant to which HomeTown or one of its Subsidiaries leases real property to or from any other person, (G) for the use or purchase of materials, supplies, goods, services, equipment or other assets that involves payments in excess of $150,000 per year, (H) involves Intellectual Property (other than contracts entered into in the ordinary course with customers and side letters “shrink-wrap” software licenses) that is material to its business or the business of any of its Subsidiaries, (I) relating to the borrowing of money by it or any of its Subsidiaries or the guarantee by it or any of its Subsidiaries of any such obligation (other than contracts pertaining to fully-secured repurchase agreement payables or trade payables), (J) relating to the provision of data processing, network communication or other technical services or (K) that is material to the financial condition, results of operations or business of it or any of its Subsidiaries and not otherwise described in clauses (A) through (J) above (any such contract being referred to as a “HomeTown Material Contract”). With respect to each HomeTown Material Contract: (W) the contract is in full force and effect, (X) neither it nor any of its Subsidiaries is in default thereunder, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, (Y) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such contract from January 1, 2017 to the date hereof, and (Z) no other party to any such Contractcontract is, to its Knowledge, in default in any material respect. (ii) With respect to American, each agreement, contract, arrangement, commitment or understanding (whether written or oral) to which Constellation it or any Constellation Subsidiary of its Subsidiaries is a party or by which it or any of its properties or assets are Subsidiaries is bound (provided that equity interests in any Person shall not be deemed to be the properties or assets of Constellation or any Constellation Subsidiary), which, as of the date of this Agreement (provided that Constellation shall not be required to list those Contracts that have been filed by Constellation with the SEC or incorporated by reference into the Constellation SEC Documents): (i) is or will be a “material contract” required to be filed as an exhibit pursuant to ConstellationItem 601(b)(10) of the SEC’s Regulation S-K has been filed as an exhibit to its Annual Report on Form 10-K pursuant to Item 601(b)(2)for the year ended December 31, (4)2017, (9) or (a Quarterly Report on Form 10) of Regulation S-Q or Current Report on Form 8-K promulgated under the Securities Act; (ii) contains any non-compete or exclusivity provisions with filed subsequent thereto. With respect to any line of business or geographic area with respect to Constellation or any Constellation SubsidiaryAmerican, or which restricts the conduct of any line of business of Constellation or any Constellation Subsidiary, in each case, that have or would reasonably be expected to have a material impact on the business or operations of Constellation or the Constellation Subsidiaries, taken except as a whole; (iii) establishes a material partnership, joint venture or similar arrangement; (iv) relates to the borrowing of money from, or extension of credit to, a third party, in each case having a principal amount of Indebtedness in excess of $100 million other than accounts receivable and payable incurred or arising in the ordinary course of business consistent with past practice (further Section 4.03(l) of the Constellation Disclosure Letter shall specifically note if the consummation of the Transactions, absent a consent from the counterparty to such Contract, results in a right of termination, cancellation, acceleration or amendment of, triggers any payments or results in any violation of or constitutes a breach or default of such Contract); (v) requires Constellation or any Constellation Subsidiary to dispose of or acquire assets or properties with a fair market value in excess of $75 million, or involves any pending or contemplated merger, consolidation or similar business combination; (vi) is a management or advisory agreement with any NTR or is a RIC Fund Contract under which Constellation acts as an adviser; (vii) is material to Constellation and is with a Governmental Authority; or (viii) is material to Constellation and the Constellation Subsidiaries, taken as a whole, and contains any so-called “most favored nations” or similar provisions requiring Constellation or any Constellation Subsidiary to offer a person any terms or conditions that are at least as favorable as those offered to any other person. (2) Each Contract of the type described above in Section 4.03(l), whether or not set forth in Section 4.03(l3.3(j)(ii) of its Disclosure Letter (which may incorporate the contracts and instruments reflected as exhibits on the exhibit list included in its Annual Report on Form 10-K for the year ended December 31, 2017), as of the date hereof, neither it nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral), (A) that is a “material contract” required to be filed as an exhibit pursuant to Item 601(b)(10) of the Constellation Disclosure LetterSEC’s Regulation S-K, or (B) that is material to the financial condition, results of operations or business of its or any of its Subsidiaries and not otherwise described in clause (A) above (any such being referred to herein as a “Constellation American Material Contract.” Except as has not resulted in or would not reasonably be expected to result in a Material Adverse Effect with ”). With respect to Constellation, each Constellation American Material Contract is legal, valid, binding and enforceable in accordance with its terms on Constellation and each Constellation Subsidiary that is a party thereto and, to Contract: (1) the Knowledge of Constellation, each other party thereto, and contract is in full force and effect, except as may be limited by bankruptcy(2) neither it nor any of its Subsidiaries is in default thereunder, insolvencyand there has not occurred any event that, reorganizationwith the lapse of time or the giving of notice or both, moratorium would constitute such a default, (3) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such contract from January 1, 2017 to the date hereof, and (4) no other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered party to any such contract is, to its Knowledge, in a proceeding default in equity or at Law)any material respect.

Material Contracts; Defaults. (1) Except with respect to the Nova I Excluded Asset, Section 4.03(l4.01(l) of the Constellation Nova I Disclosure Letter sets forth a list of Contractsagreements, contracts, arrangements, commitments or understandings (each, a “Contract”), including all amendments, supplements, exhibits and side letters to any such Contract, to which Constellation Nova I or any Constellation Nova I Subsidiary is a party or by which any of its their respective properties or assets are bound (provided that equity interests Equity Interests in any Person person shall not be deemed to be the properties or assets of Constellation Nova I or any Constellation Nova I Subsidiary), which, as of the date of this Agreement (provided that Constellation Nova I shall not be required to list those Contracts that have been filed by Constellation Nova I with the SEC or incorporated by reference into the Constellation Nova I SEC Documents): (i) is or will be required to be filed as an exhibit to ConstellationNova I’s Annual Report on Form 10-K pursuant to Item 601(b)(2), (4), (9) or (10) of Regulation S-K promulgated under the Securities Act; (ii) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to Constellation Nova I or any Constellation Nova I Subsidiary, or which restricts the conduct of any line of business of Constellation Nova I or any Constellation Nova I Subsidiary, in each case, that have or would reasonably be expected to have a material impact on the business or operations of Constellation or Nova I and the Constellation Nova I Subsidiaries, taken as a whole; (iii) establishes a material partnership, joint venture or similar arrangement; (iv) relates to the borrowing of money from, or extension of credit to, a third party, in each case having a principal amount of Indebtedness in excess of $100 million 50 million, other than accounts receivable and payable incurred or arising in the ordinary course of business consistent with past practice (further Section 4.03(l4.01(l) of the Constellation Nova I Disclosure Letter shall specifically note if the consummation of the Transactions, absent a consent from the counterparty to such Contract, results in a right of termination, cancellation, acceleration or amendment of, triggers any payments or results in any violation of or constitutes a breach or default of such Contract); (v) requires Constellation Nova I or any Constellation Nova I Subsidiary to dispose of or acquire assets or properties with a fair market value in excess of $75 50 million, or involves any pending or contemplated merger, consolidation or similar business combination; (vi) is a management or advisory agreement with any NTR or is a RIC Fund Contract under which Constellation acts as an adviser; (vii) is material to Constellation Nova I and is with a Governmental Authority; or (viiivii) is material to Constellation Nova I and the Constellation Nova I Subsidiaries, taken as a whole, and contains any so-called “most favored nations” or similar provisions requiring Constellation Nova I or any Constellation Nova I Subsidiary to offer a person any terms or conditions that are at least as favorable as those offered to any other person. (2) Each Contract of the type described above in Section 4.03(l4.01(l)(1), and any Nova I Principal MBS Agreement, any Contract forming part of the Nova I Loan Files, any Nova I PE Investment Agreement or any Nova I Major Lease, whether or not set forth in Section 4.03(l4.01(l) of the Constellation Nova I Disclosure Letter, is referred to herein as a “Constellation Nova I Material Contract.” ”; provided, that no agreement, contract, commitment or understanding with respect to the Nova I Excluded Asset shall be deemed to be a Nova I Material Contract. Except as has not resulted in or in, and would not reasonably be expected to result in in, a Nova I Material Adverse Effect with respect to ConstellationEffect, each Constellation Nova I Material Contract is legal, valid, binding and enforceable in accordance with its terms on Constellation Nova I and each Constellation Nova I Subsidiary that is a party thereto and, to the Knowledge of ConstellationNova I, each other party thereto, and is in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Material Contracts; Defaults. (1) Section 4.03(l4.01(l) of the Constellation Polaris Disclosure Letter sets forth a list of Contractsagreements, contracts, arrangements, commitments or understandings (each, a “Contract”), including all amendments, supplements, exhibits and side letters to any such Contract, to which Constellation Polaris or any Constellation Polaris Subsidiary is a party or by which any of its properties or assets are bound (provided that equity interests in any Person shall not be deemed to be the properties or assets of Constellation Polaris or any Constellation Polaris Subsidiary), which, as of the date of this Agreement (provided that Constellation Polaris shall not be required to list those Contracts that have been filed by Constellation Polaris with the SEC or incorporated by reference into the Constellation Polaris SEC Documents): (i) is or will be required to be filed as an exhibit to Constellation’s Polaris’ Annual Report on Form 10-K pursuant to Item 601(b)(2), (4), (9) or (10) of Regulation S-K promulgated under the Securities Act; (ii) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to Constellation Polaris or any Constellation Polaris Subsidiary, or which restricts the conduct of any line of business of Constellation Polaris or any Constellation Polaris Subsidiary, in each case, that have or would reasonably be expected to have a material impact on the business or operations of Constellation Polaris or the Constellation Polaris Subsidiaries, taken as a whole; (iii) establishes a material partnership, joint venture or similar arrangement; (iv) relates to the borrowing of money from, or extension of credit to, a third party, in each case having a principal amount of Indebtedness in excess of $100 million other than accounts receivable and payable incurred or arising in the ordinary course of business consistent with past practice (further Section 4.03(l4.01(l) of the Constellation Polaris Disclosure Letter shall specifically note if the consummation of the Transactions, absent a consent from the counterparty to such Contract, results in a right of termination, cancellation, acceleration or amendment of, triggers any payments or results in any violation of or constitutes a breach or default of such Contract); (v) requires Constellation Polaris or any Constellation Polaris Subsidiary to dispose of or acquire assets or properties with a fair market value in excess of $75 million, or involves any pending or contemplated merger, consolidation or similar business combination; (vi) is a management or advisory agreement with any NTR or is a RIC Fund Contract under which Constellation Polaris acts as an adviser; (vii) is material to Constellation Polaris and is with a Governmental Authority; or (viii) is material to Constellation Polaris and the Constellation Polaris Subsidiaries, taken as a whole, and contains any so-called “most favored nations” or similar provisions requiring Constellation Polaris or any Constellation Polaris Subsidiary to offer a person any terms or conditions that are at least as favorable as those offered to any other person. (2) Each Contract of the type described above in Section 4.03(l4.01(l), whether or not set forth in Section 4.03(l4.01(l) of the Constellation Polaris Disclosure Letter, is referred to herein as a “Constellation Polaris Material Contract.” Except as has not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to ConstellationPolaris, each Constellation Polaris Material Contract is legal, valid, binding and enforceable in accordance with its terms on Constellation Polaris and each Constellation Polaris Subsidiary that is a party thereto and, to the Knowledge of ConstellationPolaris, each other party thereto, and is in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Material Contracts; Defaults. (1) Except with respect to the Nova I Excluded Asset, Section 4.03(l4.01(l) of the Constellation Nova I Disclosure Letter sets forth a list of Contractsagreements, contracts, arrangements, commitments or understandings (each, a “Contract”), including all amendments, supplements, exhibits and side letters to any such Contract, to which Constellation Nova I or any Constellation Nova I Subsidiary is a party or by which any of its their respective properties or assets are bound (provided that equity interests Equity Interests in any Person person shall not be deemed to be the properties or assets of Constellation Nova I or any Constellation Nova I Subsidiary), which, as of the date of this Agreement (provided that Constellation Nova I shall not be required to list those Contracts that have been filed by Constellation Nova I with the SEC or incorporated by reference into the Constellation Nova I SEC Documents): (i) is or will be required to be filed as an exhibit to ConstellationNova I’s Annual Report on Form 10-K pursuant to Item 601(b)(2), (4), (9) or (10) of Regulation S-K promulgated under the Securities Act; (ii) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to Constellation Nova I or any Constellation Nova I Subsidiary, or which restricts the conduct of any line of business of Constellation Nova I or any Constellation Nova I Subsidiary, in each case, that have or would reasonably be expected to have a material impact on the business or operations of Constellation or Nova I and the Constellation Nova I Subsidiaries, taken as a whole; (iii) establishes a material partnership, joint venture or similar arrangement; (iv) relates to the borrowing of money from, or extension of credit to, a third party, in each case having a principal amount of Indebtedness in excess of $100 million 50 million, other than accounts receivable and payable incurred or arising in the ordinary course of business consistent with past practice (further Section 4.03(l4.01(l) of the Constellation Nova I Disclosure Letter shall specifically note if the consummation of the Transactions, absent a consent from the counterparty to such Contract, results in a right of termination, cancellation, acceleration or amendment of, triggers any payments or results in any violation of or constitutes a breach or default of such Contract); (v) requires Constellation or any Constellation Subsidiary to dispose of or acquire assets or properties with a fair market value in excess of $75 million, or involves any pending or contemplated merger, consolidation or similar business combination; (vi) is a management or advisory agreement with any NTR or is a RIC Fund Contract under which Constellation acts as an adviser; (vii) is material to Constellation and is with a Governmental Authority; or (viii) is material to Constellation and the Constellation Subsidiaries, taken as a whole, and contains any so-called “most favored nations” or similar provisions requiring Constellation or any Constellation Subsidiary to offer a person any terms or conditions that are at least as favorable as those offered to any other person. (2) Each Contract of the type described above in Section 4.03(l), whether or not set forth in Section 4.03(l) of the Constellation Disclosure Letter, is referred to herein as a “Constellation Material Contract.” Except as has not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to Constellation, each Constellation Material Contract is legal, valid, binding and enforceable in accordance with its terms on Constellation and each Constellation Subsidiary that is a party thereto and, to the Knowledge of Constellation, each other party thereto, and is in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).