Common use of Excluded Property Clause in Contracts

Excluded Property. The Property being sold and conveyed pursuant to clauses (e) (except for fixtures, machinery or equipment), (h), (j) and (l) of this Section 1.1 shall not include any of the following (the “Excluded Property”): (i) claims and causes of action relating to matters arising or accruing prior to Closing (other than any claims or causes of actions with respect to property tax abatements commenced prior to Closing) as and to the extent Purchaser has no liability of such matters and Seller is indemnifying Purchaser for same, (ii) any books, computer software, records or files (whether in a printed or electronic format) that consist of or contain any of the following: appraisals; budgets (other than the budget for the calendar year in which the Closing occurs); strategic plans; internal analyses; information regarding the marketing of the Property for sale; submissions relating to obtaining internal authorization for the sale of the Property by Sellers or any direct or indirect owner of any beneficial interest in Sellers; attorney and accountant work product; attorney-client privileged documents; internal correspondence of Sellers, any direct or indirect owner of any beneficial interest in Seller, or any of their respective affiliates and correspondence between or among such parties; or other information in the possession or control of Sellers, Sellers’ property managers or any direct or indirect owner of any beneficial interest in Sellers which is proprietary or confidential, and (iii) computer programs, software, and the like; provided, however, that the excluded property described in clause (ii) shall not prevent Purchaser from receiving copies (upon request of such items from Sellers) of or using any of the afore-described items, rights, claims or the like which are reasonably necessary for the following purposes: (A) to evidence, support and/or substantiate historical leasing, operation and maintenance of the applicable Shopping Center and/or the expenses and revenues thereof, (B) to support the continued leasing, operation and maintenance of the applicable Shopping Center, and/or the determination and substantiation of future xxxxxxxx, allocations and responsibilities on account of common area expenses, taxes and other charges related to such Shopping Center and/or to (C) to defend or prosecute claims against third parties. Nothing in this Section 1.1 shall affect the agreements between the parties regarding prorations contained in Article X hereof.

Excluded Property. The Property being sold and conveyed pursuant to clauses (e) (except for fixturesNotwithstanding the foregoing, machinery or equipment), (h), (j) and (l) of this Section 1.1 the Collateral shall not include any of the following (the “Excluded Property”): property (i) claims and causes of action relating to matters arising or accruing prior to Closing (other than any claims or causes of actions with respect to property tax abatements commenced prior to Closing) as and to the extent Purchaser has no liability such property is prohibited from being assigned or encumbered by a Lien under any agreement related thereto (including any agreement relating to Indebtedness incurred to finance such property and permitted under Section 6.01(i) of the Credit Agreement) and such matters and Seller prohibition is indemnifying Purchaser for samenot overridden by the applicable provisions of the UCC, (ii) in the definition of "Property" in any books, computer software, records or files (whether Mortgage made in a printed or electronic format) that consist favor of or contain any to be made in favor of the following: appraisals; budgets Collateral Trustee, (iii) shares of stock or other than the budget for the calendar year in which the Closing occurs); strategic plans; internal analyses; information regarding the marketing equity interests of the Property for sale; submissions relating to obtaining internal authorization for the sale of the Property by Sellers or any direct or indirect owner of any beneficial interest in Sellers; attorney and accountant work product; attorney-client privileged documents; internal correspondence of Sellers, any direct or indirect owner of any beneficial interest in Seller, Borrower or any of their respective affiliates and correspondence between its Restricted Subsidiaries in any Joint Venture or among Unrestricted Subsidiary (but only to the extent that a pledge of such parties; shares of stock pursuant to the Security Documents is prohibited by such Person's organizational documents, or by an agreement or other information in the possession or control of Sellers, Sellers’ property managers or any direct or indirect owner of any beneficial interest in Sellers instrument to which such Person is proprietary or confidential, and (iii) computer programs, softwarea party, and the like; providedexistence of such prohibition has been demonstrated to the satisfaction of the Administrative Agent and the Administrative Agent has so advised the Collateral Trustee), however(iv) all real property, other than any real property on which any tracking, telemetry, control and monitoring or teleport facility of the Borrower or any of its Restricted Subsidiaries is situated and (v) property as to which the Borrower has demonstrated to the satisfaction of the Administrative Agent (and as to which the Administrative Agent has so advised the Collateral Trustee), that the excluded expense, tax or regulatory consequences or difficulty of subjecting such property described in clause (ii) shall not prevent Purchaser from receiving copies (upon request of such items from Sellers) of or using any to the Lien of the afore-described itemsSecurity Documents would not, rights, claims or the like which are reasonably necessary for the following purposes: (A) to evidence, support and/or substantiate historical leasing, operation and maintenance in light of the applicable Shopping Center and/or benefits that would accrue to the expenses and revenues thereofLenders, (B) to support the continued leasing, operation and maintenance of the applicable Shopping Center, and/or the determination and substantiation of future xxxxxxxx, allocations and responsibilities on account of common area expenses, taxes and other charges related justify such property being so subject to such Shopping Center and/or Lien. In addition, to the extent that any Person shall enter into or be a party to a Hedging Agreement with the Borrower at the time that such Person (Cor an affiliate thereof) is a Lender under the Credit Agreement, such Hedging Agreement shall cease to defend or prosecute claims against third parties. Nothing be entitled to the benefits of this Agreement in this Section 1.1 shall affect the agreements between event that such Lender assigns all of its loans and commitments under the parties regarding prorations contained in Article X hereofCredit Agreement and is no longer a Lender under the Credit Agreement.

Excluded Property. The Property being sold and conveyed pursuant Notwithstanding anything to clauses (e) (except for fixturesthe contrary contained in this Agreement, machinery or equipment), (h), (j) and (l) of this Section 1.1 the term "Property" shall not include any of the following items, all of which are excluded from the transfer by Property Owner to the Company hereunder: (a) all cash on hand, other than a working capital reserve of $30,000 (the “"Operating Reserve"), checks, money orders or accounts receivable, (b) any operating accounts, replacement or reserve accounts or other accounts maintained by or on behalf of Property Owner or Property Owner's affiliates with respect to the Property, other than those for which an adjustment is made pursuant to the last sentence of Section 6.3 below; (c) any refundable cash or other security deposits or any bonds posted by or on behalf of Property Owner with any governmental authorities, utilities or other parties, other than those for which an adjustment is made pursuant to the last sentence of Section 6.3 below; (d) Intentionally Omitted; (e) subject to Article XI below, any claims under Property Owner's insurance policies; (f) any rents, operating expense and tax reimbursements, additional rentals or other sums or amounts due Property Owner from prior tenants or sub-tenants who are not subject to Tenant Leases; (g) any judgments which have been entered in favor of Property Owner as of the Effective Date for Delinquent Rentals; (h) the Excluded Property”): Documents; and (i) claims Property Owner's accounting software, provided however, that if such software is subject to a license that prohibits its commercial transfer, Property Owner shall, for up to ninety (90) days following the Closing Date, reasonably assist the Company and causes of action relating CBL/OP in reviewing and copying, at CBL/OP's expense (by hard copy as well as electronically) all Books and Records provided to matters arising the Company or accruing prior to Closing (other than any claims or causes of actions with respect to property tax abatements commenced prior to Closing) as CBL/OP hereunder in electronic form and to the extent Purchaser has no liability transfer of such matters electronic Books and Seller is indemnifying Purchaser for same, (ii) any books, computer software, records or files (whether in a printed or electronic format) that consist of or contain any of the following: appraisals; budgets (other than the budget for the calendar year in which the Closing occurs); strategic plans; internal analyses; information regarding the marketing of the Property for sale; submissions relating Records to obtaining internal authorization for the sale of the Property by Sellers or any direct or indirect owner of any beneficial interest in Sellers; attorney CBL/OP's accounting and accountant work product; attorney-client privileged documents; internal correspondence of Sellers, any direct or indirect owner of any beneficial interest in Seller, or any of their respective affiliates and correspondence between or among such parties; or other information in the possession or control of Sellers, Sellers’ property managers or any direct or indirect owner of any beneficial interest in Sellers which is proprietary or confidential, and (iii) computer programs, software, and the like; provided, however, that the excluded property described in clause (ii) shall not prevent Purchaser from receiving copies (upon request of such items from Sellers) of or using any of the afore-described items, rights, claims or the like which are reasonably necessary for the following purposes: (A) to evidence, support and/or substantiate historical leasing, operation and maintenance of the applicable Shopping Center and/or the expenses and revenues thereof, (B) to support the continued leasing, operation and maintenance of the applicable Shopping Center, and/or the determination and substantiation of future xxxxxxxx, allocations and responsibilities on account of common area expenses, taxes and other charges related to such Shopping Center and/or to (C) to defend or prosecute claims against third parties. Nothing in this Section 1.1 shall affect the agreements between the parties regarding prorations contained in Article X hereofmanagement systems.

Excluded Property. The Property being sold security interest granted under Section 2.01 shall not attach to (a) the Grantors' right, title or interest in or to any property or rights in and conveyed to which the Administrative Agent has been granted a perfected security interest pursuant to clauses either (i) the Aircraft Mortgage or (ii) the SGR Security Agreement, (b) any rights or property acquired under or in connection with a lease, contract, healthcare insurance receivable, property rights agreement or license, so long as the grant of a security interest in such rights or property shall (i) constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) require the consent of a third party or constitute or result in a breach or termination pursuant to the terms of, or a default under, any lease, contract, healthcare insurance receivable, property rights agreement or license (other than to the extent that any restriction on such assignment would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity), provided that the proceeds therefrom shall not be excluded from the definition of Collateral to the extent that the assignment of such proceeds is not prohibited, (c) [reserved], (d) Excluded Skymiles Receivables Accounts, Excluded Cargo Receivables Accounts or Excluded Passenger Receivables Accounts, (e) [reserved], (except for fixturesf) any assets or property (x) acquired in connection with acquisitions permitted by the Credit Agreement that are subject to Liens at the time of such acquisition or (y) subject to Liens existing on such assets or properties of any Person that becomes a Grantor after the date hereof prior to the time such Person becomes a Grantor (or to Liens that are replacements, machinery extensions, or equipmentrenewals of such Liens on the same asset), in the case of each of the foregoing sub-clauses (h), (jx) and (ly), only for so long as such assets or property remain subject to such Liens and (g) of this Section 1.1 shall not include any Escrow Accounts (all of the following (foregoing, collectively, the “Excluded Property”): (i) claims and causes of action relating to matters arising or accruing prior to Closing (other than any claims or causes of actions with respect to property tax abatements commenced prior to Closing) as and to the extent Purchaser has no liability of such matters and Seller is indemnifying Purchaser for same, (ii) any books, computer software, records or files (whether in a printed or electronic format) that consist of or contain any of the following: appraisals; budgets (other than the budget for the calendar year in which the Closing occurs); strategic plans; internal analyses; information regarding the marketing of the Property for sale; submissions relating to obtaining internal authorization for the sale of the Property by Sellers or any direct or indirect owner of any beneficial interest in Sellers; attorney and accountant work product; attorney-client privileged documents; internal correspondence of Sellers, any direct or indirect owner of any beneficial interest in Seller, or any of their respective affiliates and correspondence between or among such parties; or other information in the possession or control of Sellers, Sellers’ property managers or any direct or indirect owner of any beneficial interest in Sellers which is proprietary or confidential, and (iii) computer programs, software, and the like; provided, however, that the excluded property described in clause (ii) shall not prevent Purchaser from receiving copies (upon request of such items from Sellers) of or using any of the afore-described items, rights, claims or the like which are reasonably necessary for the following purposes: (A) to evidence, support and/or substantiate historical leasing, operation and maintenance of the applicable Shopping Center and/or the expenses and revenues thereof, (B) to support the continued leasing, operation and maintenance of the applicable Shopping Center, and/or the determination and substantiation of future xxxxxxxx, allocations and responsibilities on account of common area expenses, taxes and other charges related to such Shopping Center and/or to (C) to defend or prosecute claims against third parties. Nothing in this Section 1.1 shall affect the agreements between the parties regarding prorations contained in Article X hereof.

Excluded Property. Specifically excluded from the Property and this sale are all items of personal property not described in Section 1 (and all personal property of tenants under the Leases) and the items described in Schedule 2 annexed hereto and made a part hereof. Closing Date. The delivery of the Deed and the consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Bingham Dana LLP, 150 Xxxxxxx Xxreet, Xxxxxx, Xxxxxxxxxxxxx, xx 00:00 X.X. xx December 3, 1997 (the "Closing Date") or such earlier or later date as the Seller and Purchaser may agree in writing. Purchase Price. The purchase price to be paid by the Purchaser to the Seller for the Property being sold (the "Purchase Price") is Twenty-Six Million Fifty Thousand and conveyed 00/100 Dollars ($26,050,000) payable as follows: (a) Four Hundred Thousand and 00/100 Dollars ($400,000) (the "Downpayment") shall be payable simultaneously with the execution and delivery of this Agreement, by delivery to First American Title Insurance Company (the "Escrow Agent") of a certified or bank check drawn on or by a bank which is a member of the New York Clearing House Association (a "Clearing House Bank") or by wire transfer of immediately available funds to the Escrow Agent's account as set forth in the Escrow Agreement. The Downpayment shall be held in an interestbearing account and disbursed by the Escrow Agent in accordance with the terms of Section 15. At the Closing, the Deposit shall be delivered to the Seller and such amount shall be credited against the portion of the Purchase Price payable pursuant to clauses Section 2(d); (eb) If that certain Standard Communications Site Lease Agreement dated as of September 18, 1997, by and between Seller, as Landlord, and Omnipoint Communications MB Operations, Inc., as Tenant (except for fixtures, machinery or equipmentthe "Antennae Lease"), has not been executed and delivered by the Closing Date and the "Rent Commencement Date" (has defined in the Antennae Lease) has not occurred on or before the Closing Date, then Four Hundred Thousand and 00/100 Dollars ($400,000) of the Purchase Price shall be paid by Purchaser to the Escrow Agent under that certain Antenna Escrow Agreement attached hereto as Exhibit A, to be paid to Seller or Purchaser as therein provided; (c) Seller shall pay for all leasing costs associated with the Omnipoint Communications antenna lease, CDI lease for 2,464 square feet on the third floor and the CIO Communications lease for 4,744 square feet on the second floor, and Seller shall furnish evidence reasonably satisfactory to the Purchaser that such payments have been made on or before the Closing Date. Purchaser shall receive a credit against the Purchase Price of $110,000 at Closing for costs associated with resurfacing the parking deck, as described in Exhibit B. (d) The balance of the Purchase Price (i.e., the Purchase Price minus the credit set forth in Section 2(a) above), (j) plus or minus the apportionments set forth in Section 3, shall be paid at the Closing by bank wire transfer of immediately available funds to the Seller's account or to the account or accounts of such other party or parties as may be designated by the Seller on or before the Closing Date. Apportionments The following shall be apportioned between the Seller and (l) the Purchaser at the Closing as of this Section 1.1 shall not include any 11:59 p.m. of the following day preceding the Closing Date (the “Excluded Property”"Adjustment Date"): (ia) claims and causes of action relating fixed or base rents ("Rents") which have been prepaid, security deposits referred to matters arising or accruing prior to Closing (other than any claims or causes of actions with respect to property tax abatements commenced prior to Closing) as and to the extent Purchaser has no liability of such matters and Seller is indemnifying Purchaser for samein Section 8(e), (ii) any books, computer software, records or files (whether in a printed or electronic format) that consist of or contain any of the following: appraisals; budgets (other than the budget Rents for the calendar year month in which the Closing occurs and Additional Rents and other amounts paid by tenants applicable to periods which expire after the Closing Date, which have been received by Seller; (b) real estate taxes, special assessments (but only any installment relating to the period in which the Adjustment Date occurs), water charges, sewer rents and charges and vault charges, if any, on the basis of the fiscal years (or applicable billing period if other than a fiscal year), respectively, for which same have been assessed; strategic plans(c) value of prepaid fuel belonging to the Seller stored on the Property, at the Seller's cost, including any taxes, on the basis of a statement from the Seller's suppliers; internal analyses(d) charges and payments under Contracts that are being assigned to the Purchaser pursuant to the terms of this Agreement and listed on Schedule 3 hereto or permitted renewals or replacements thereof; information regarding (e) any prepaid items, including, without limitation, fees for licenses which are transferred to the marketing Purchaser at the Closing and annual permit and inspection fees; (f) utilities, to the extent required by Section 3.4; (g) deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if same are assigned to the Purchaser at the Closing; (h) personal property taxes, if any, on the basis of the fiscal year for which assessed; (i) all other revenues from the operation of the Property for saleother than Rents and Additional Rents (including, without limitation, parking charges, tenant direct electrical reimbursements, HVAC overtime charges, and telephone booth and vending machine revenues); submissions relating (j) New Lease Expenses as provided in Section 10.1.2; and (k) such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to obtaining internal authorization for the sale of the Property by Sellers or any direct or indirect owner of any beneficial interest and located in Sellers; attorney and accountant work product; attorney-client privileged documents; internal correspondence of SellersMiddlesex County, any direct or indirect owner of any beneficial interest in Seller, or any of their respective affiliates and correspondence between or among such parties; or other information in the possession or control of Sellers, Sellers’ property managers or any direct or indirect owner of any beneficial interest in Sellers which is proprietary or confidential, and (iii) computer programs, software, and the like; provided, however, that the excluded property described in clause (ii) shall not prevent Purchaser from receiving copies (upon request of such items from Sellers) of or using any of the afore-described items, rights, claims or the like which are reasonably necessary for the following purposes: (A) to evidence, support and/or substantiate historical leasing, operation and maintenance of the applicable Shopping Center and/or the expenses and revenues thereof, (B) to support the continued leasing, operation and maintenance of the applicable Shopping Center, and/or the determination and substantiation of future xxxxxxxx, allocations and responsibilities on account of common area expenses, taxes and other charges related to such Shopping Center and/or to (C) to defend or prosecute claims against third partiesMassachusetts. Nothing in this Section 1.1 shall affect the agreements between the parties regarding prorations contained in Article X hereofTaxes.

Excluded Property. The Property being sold and conveyed pursuant Notwithstanding anything in Section 2.01 hereof to clauses (e) (except for fixturesthe contrary, machinery or equipment), (h), (j) and (l) of this Section 1.1 the term Collateral shall not include any of the following (the “Excluded Property”): include: (i) claims and causes of action relating any equipment or goods that are subject to matters arising or accruing prior to Closing (other than any claims or causes of actions with respect to property tax abatements commenced prior to Closing) as and a “purchase money security interest” to the extent Purchaser that such purchase money security interest (x) constitutes a Permitted Lien under the Credit Agreement and (y) prohibits the creation by a Grantor of a junior security interest therein, unless the holder thereof has no liability consented to the creation of such matters and Seller is indemnifying Purchaser for same, a junior security interest; (ii) any booksEquity Interests in any Real Estate Subsidiary, computer software, records or files if (whether in a printed or electronic formata) that consist of or contain any of the following: appraisals; budgets (other than the budget for the calendar year in which the Closing occurs); strategic plans; internal analyses; information regarding the marketing terms of the Property for sale; submissions relating to obtaining internal authorization for the sale Senior Loan Documents of such Subsidiary or (b) a provision of such Subsidiary Organizational Documents included either as a condition of the Property Senior Loan Documents or as a condition to the negotiated business arrangement with the holder of an Equity Interest in any such Subsidiary that is a Non-Wholly Owned Subsidiary, in either case, do not permit the grant of a security interest in such Equity Interests by Sellers the owner thereof or the applicable Grantor has been unable to obtain any approval or consent to the creation of a security interest therein which is required under such Property Senior Loan Documents or Organizational Documents; provided that such security interest shall attach immediately and automatically to such Equity Interests in such Subsidiary if such Subsidiary is no longer subject to such restrictions or such approval or consent is obtained; (iii) any Equity Interests in a Real Estate Subsidiary in excess of 49% of the Equity Interests in such Real Estate Subsidiary; provided that such security interest shall attach immediately and automatically to the remaining 51% of the Equity Interests in such Real Estate Subsidiary if such Real Estate Subsidiary is no longer subject to a any restriction in any document or agreement entered into in connection with the incurrence of Indebtedness permitted by the Credit Agreement that prohibits the Grantor that owns the Equity Interests in such Real Estate Subsidiary from granting a security interest in more than 49% of the Equity Interests of such Real Estate Subsidiary, (iv) any Equity Interests in any Subsidiary whose assets consist solely of Equity Interests in another Subsidiary, (v) so long as the Xxxxxxxx Interim Loan Agreement is in effect, any Equity Interest in New Market-Xxxxxxxx or any direct property of New Market Xxxxxxxx that would otherwise constitute Collateral, provided that such security interest shall attach upon termination of the Xxxxxxxx Interim Loan Agreement unless excluded pursuant to either of clauses (ii) or indirect owner (iii) of any beneficial interest in Sellers; attorney and accountant work product; attorney-client privileged documents; internal correspondence of Sellers, any direct or indirect owner of any beneficial interest in Seller, or any of their respective affiliates and correspondence between or among such parties; or other information in the possession or control of Sellers, Sellers’ property managers or any direct or indirect owner of any beneficial interest in Sellers which is proprietary or confidentialthis Section, and (iiivi) computer programsany Equity Interests owned or acquired by a Grantor in a Subsidiary of such Grantor, softwarewhich Subsidiary does not own or have any interests in any property; provided that, and subject to the like; provided, however, that the excluded property described in clause foregoing clauses (ii) and (iii), such Equity Interests shall not prevent Purchaser from receiving copies (be Pledged Equity Interests and constitute Collateral upon request of such items from Sellers) of Subsidiary owing or using having any of the afore-described items, rights, claims or the like which are reasonably necessary for the following purposes: (A) to evidence, support and/or substantiate historical leasing, operation and maintenance of the applicable Shopping Center and/or the expenses and revenues thereof, (B) to support the continued leasing, operation and maintenance of the applicable Shopping Center, and/or the determination and substantiation of future xxxxxxxx, allocations and responsibilities on account of common area expenses, taxes and other charges related to such Shopping Center and/or to (C) to defend or prosecute claims against third parties. Nothing interests in this Section 1.1 shall affect the agreements between the parties regarding prorations contained in Article X hereofany property.

Excluded Property. The Property being sold and conveyed pursuant to clauses (e) (except for fixturesNotwithstanding the foregoing, machinery or equipment), (h), (j) and (l) of this Section 1.1 shall not in no event will the Collateral include any of the following (the “Excluded Property”): (i) claims and causes of action relating to matters arising or accruing prior to Closing (other than any claims or causes of actions with respect to property tax abatements commenced prior to Closing) as and to the extent Purchaser has no liability of such matters and Seller is indemnifying Purchaser for same, (ii) any books, computer software, records or files (whether in a printed or electronic format) that consist of or contain any of the following: appraisals; budgets (other than the budget for the calendar year in which the Closing occurs); strategic plans; internal analyses; information regarding the marketing of the Property for sale; submissions relating to obtaining internal authorization for the sale of the Property by Sellers or any direct or indirect owner of any beneficial interest in Sellers; attorney and accountant work product; attorney-client privileged documents; internal correspondence of Sellers, any direct or indirect owner of any beneficial interest in Seller, or any of their respective affiliates and correspondence between or among such parties; or other information in the possession or control of Sellers, Sellers’ property managers or any direct or indirect owner of any beneficial interest in Sellers which is proprietary or confidential, and (iii) computer programs, software, and the like; provided, however, that all proceeds of Excluded Property will be Collateral to the excluded extent that the proceeds are not themselves Excluded Property. “Excluded Property” means (1) any property described in clause (ii) shall which the Pledgor now or hereafter has rights in which a security interest may not prevent Purchaser from receiving copies (upon request be granted by the Pledgor in such property as a matter of such items from Sellers) of applicable law, rule or using any regulation, or under the terms of the afore-described items, rights, claims property or the like governing document applicable thereto, after giving effect to the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code of the United States or principles of equity), without the consent of one or more parties thereto other than any Loan Party, but only for so long as such consent has not been obtained; (2) assets subject to capital leases and purchase money financings to the extent such capital leases and purchase money financings are permitted under the Loan Agreement and prohibit the granting of a Lien; (3) any application for registration of a trademark, service xxxx or other xxxx filed with the PTO on an intent-to-use basis to the extent an assignment thereof would void or invalidate such application, until such time (if any) as a verified statement of use (or the equivalent) for such trademark, service xxxx or other xxxx is filed with and accepted by the PTO, at which are reasonably necessary time such trademark, service xxxx or other xxxx shall automatically become part of the Collateral and subject to the security interest pledged; (4) escrow accounts and trust accounts, in each case entered into in the ordinary course of business and consistent with prudent business judgment (as determined by the Pledgor in good faith), where the applicable Pledgor holds the funds exclusively for the following purposes: benefit of an unaffiliated third party; (A5) any account that is used for the sole purpose of making payroll and withholding tax payments related thereto and other employee wage and benefits payments and accrued and unpaid employee compensation payments (including salaries, wages, benefits and expense reimbursements, 401(k) and other retirement plans and employee benefits, including rabbi trusts for deferred compensation and health care benefits); and (6) any account that is used for the sole purpose of paying taxes, including sales taxes. The accounts referred to evidence, support and/or substantiate historical leasing, operation and maintenance of in the applicable Shopping Center and/or the expenses and revenues thereofpreceding clauses (4), (B5), and (6) are referred to support collectively as the continued leasing“Excluded Accounts.” Pledgor warrants that Pledgor is an organization registered under the laws of Israel. Pledgor warrants that its chief executive office (or principal residence, operation and maintenance of if applicable) is located at the applicable Shopping Centeraddress set forth in the introductory paragraph hereof. Pledgor warrants that the Collateral (except goods in transit) is located or domiciled at the following additional address: 13 Gan Rave Street, and/or the determination and substantiation of future xxxxxxxxIndustrial Zone XX Xxx 00, allocations and responsibilities on account of common area expenses, taxes and other charges related to such Shopping Center and/or to (C) to defend or prosecute claims against third parties. Nothing in this Section 1.1 shall affect the agreements between the parties regarding prorations contained in Article X hereofXxxxx 00000.

Excluded Property. The Property being sold and conveyed pursuant to clauses (e) (except for fixtures, machinery or equipment), (h), (j) and (l) of this Section 1.1 shall not include any of the following (the “Excluded Property”): (i) claims and causes of action relating to matters arising or accruing prior to Closing (other than any claims or causes of actions with respect to property tax abatements commenced prior to Closing) as and to the extent Purchaser has no liability of such matters and Seller is indemnifying Purchaser for same, (ii) any books, computer software, records or files (whether in a printed or electronic format) that consist of or contain any of the following: appraisals; budgets (other than the budget for the calendar year in which the Closing occurs); strategic plans; internal analyses; information regarding the marketing of the Property for sale; submissions relating to obtaining internal authorization for the sale of the Property by Sellers Seller or any direct or indirect owner of any beneficial interest in SellersSeller; attorney and accountant work product; attorney-client privileged documents; internal correspondence of SellersSeller, any direct or indirect owner of any beneficial interest in Seller, or any of their respective affiliates and correspondence between or among such parties; or other information in the possession or control of SellersSeller, Sellers’ Seller’s property managers or any direct or indirect owner of any beneficial interest in Sellers Seller which is proprietary or confidential, and (iii) computer programs, software, and the like; provided, however, that the excluded property described in clause (ii) shall not prevent Purchaser from receiving copies (upon request of such items from SellersSeller) of or using any of the afore-described items, rights, claims or the like which are reasonably necessary for the following purposes: (A) to evidence, support and/or substantiate historical leasing, operation and maintenance of the applicable Shopping Center and/or the expenses and revenues thereof, (B) to support the continued leasing, operation and maintenance of the applicable Shopping Center, and/or the determination and substantiation of future xxxxxxxx, allocations and responsibilities on account of common area expenses, taxes and other charges related to such the Shopping Center Center, and/or to (C) to defend or prosecute claims against third parties. Nothing in this Section 1.1 shall affect the agreements between the parties regarding prorations contained in Article X hereof.

Excluded Property. The Property being sold security interest granted under Section 2.01 shall not attach to (a) the Grantors' right, title or interest in or to any property or rights in and conveyed to which the Administrative Agent has been granted a perfected security interest pursuant to clauses either (i) the Aircraft Mortgage or (ii) the SGR Security Agreement, (b) any rights or property acquired under or in connection with a lease, contract, healthcare insurance receivable, property rights agreement or license, so long as the grant of a security interest in such rights or property shall (i) constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) require the consent of a third party or constitute or result in a breach or termination pursuant to the terms of, or a default under, any lease, contract, healthcare insurance receivable, property rights agreement or license (other than to the extent that any restriction on such assignment would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity), provided that the proceeds therefrom shall not be excluded from the definition of Collateral to the extent that the assignment of such proceeds is not prohibited, (c) any Ground Support Equipment or Tooling subject to a Lien granted on or prior to the date such Ground Support Equipment or Tooling would otherwise constitute Collateral hereunder (or any refinancing or replacement of such Lien on the same asset), in each case, securing Indebtedness permitted pursuant to Section 6.03(k)(i) of the Credit Agreement, (d) Excluded Skymiles Receivables Accounts or Excluded Cargo Receivables Accounts, (e) any Ground Support Equipment or Tooling financed by or acquired with the proceeds of ARB Indebtedness to the extent that, on the date such Ground Support Equipment or Tooling would otherwise constitute Collateral hereunder, the granting of a security interest in such Ground Support Equipment or Tooling would constitute a breach or violation of a valid and effective restriction in favor of a third party or give rise to any valid and effective indemnification obligations or any valid and effective right to terminate or commence the exercise of remedies under such restrictions, (except for fixturesf) any assets or property (x) acquired in connection with acquisitions permitted by the Credit Agreement that are subject to Liens at the time of such acquisition or (y) subject to Liens existing on such assets or properties of any Person that becomes a Grantor after the date hereof prior to the time such Person becomes a Grantor (or to Liens that are replacements, machinery extensions, or equipmentrenewals of such Liens on the same asset), in the case of each of the foregoing sub-clauses (h), (jx) and (ly), only for so long as such assets or property remain subject to such Liens and (g) of this Section 1.1 shall not include any Escrow Accounts (all of the following (foregoing, collectively, the “Excluded Property”): (i) claims and causes of action relating to matters arising or accruing prior to Closing (other than any claims or causes of actions with respect to property tax abatements commenced prior to Closing) as and to the extent Purchaser has no liability of such matters and Seller is indemnifying Purchaser for same, (ii) any books, computer software, records or files (whether in a printed or electronic format) that consist of or contain any of the following: appraisals; budgets (other than the budget for the calendar year in which the Closing occurs); strategic plans; internal analyses; information regarding the marketing of the Property for sale; submissions relating to obtaining internal authorization for the sale of the Property by Sellers or any direct or indirect owner of any beneficial interest in Sellers; attorney and accountant work product; attorney-client privileged documents; internal correspondence of Sellers, any direct or indirect owner of any beneficial interest in Seller, or any of their respective affiliates and correspondence between or among such parties; or other information in the possession or control of Sellers, Sellers’ property managers or any direct or indirect owner of any beneficial interest in Sellers which is proprietary or confidential, and (iii) computer programs, software, and the like; provided, however, that the excluded property described in clause (ii) shall not prevent Purchaser from receiving copies (upon request of such items from Sellers) of or using any of the afore-described items, rights, claims or the like which are reasonably necessary for the following purposes: (A) to evidence, support and/or substantiate historical leasing, operation and maintenance of the applicable Shopping Center and/or the expenses and revenues thereof, (B) to support the continued leasing, operation and maintenance of the applicable Shopping Center, and/or the determination and substantiation of future xxxxxxxx, allocations and responsibilities on account of common area expenses, taxes and other charges related to such Shopping Center and/or to (C) to defend or prosecute claims against third parties. Nothing in this Section 1.1 shall affect the agreements between the parties regarding prorations contained in Article X hereof.

Excluded Property. The Property being sold only assets of Seller that Buyer will not be purchasing are (a) all of Seller’s cash (which includes checks received by or in transit to Seller prior to the Effective Time), bank deposits, money market accounts, claims for Tax refunds and conveyed pursuant other refunds pertaining to clauses payments of expenses made by Seller prior to the Effective Time, Tax Returns, Tax and other deposits, and Tax records, accounts and other receivables (which include all purchase orders for Inventory filled by Seller prior to the Effective Time), and all other cash equivalent items, (b) all of Seller’s accounts receivable, (c) the shares of stock of Grand Avenue, Assad Iron, Heidelberg Metals and Hempfield Partners, Inc., the membership interests in Neville Recycling and Xxxxx Properties and the partnership interests in Hempfield Industries, Ltd., (d) Seller’s corporate and other minute books and stock transfer records and books, provided however that Seller shall deliver copies of such books and records to Buyer at or before Closing, (e) all insurance policies and rights thereunder (except for fixturesincluding, machinery or equipmentwithout limitation, premium refunds resulting from cancellations at closing), (f) the rights of Seller under this Agreement and any documents executed in connection therewith, (g) the contracts, leases or license agreements listed on Exhibit 1.3(h), if any, (h)) personal items, (i) tax refunds, (j) and claims by Seller against third parties unrelated to the Business to be conducted by Buyer after Closing, unless the same are part of a cross-claim or counter-claim of the Seller asserted before or after the Closing, (k) assets related to employee benefit plans, (l) benefits under insurance policies related to unassigned liabilities, (m) vehicles listed in Exhibit 1.1(b) as Excluded Property, (n) Business and personnel books and records, provided however that Seller shall deliver copies of this Section 1.1 shall not include such books and records to Buyer at or before Closing, (o) any and all consulting and employment agreements to which Seller is a party and (p) those assets of the following Seller listed on Exhibit 1.3(p) attached (the herein collectively referred to as “Excluded Property”): (i) claims and causes of action relating to matters arising or accruing prior to Closing (other than any claims or causes of actions with respect to property tax abatements commenced prior to Closing) as and to the extent Purchaser has no liability of such matters and Seller is indemnifying Purchaser for same, (ii) any books, computer software, records or files (whether in a printed or electronic format) that consist of or contain any of the following: appraisals; budgets (other than the budget for the calendar year in which the Closing occurs); strategic plans; internal analyses; information regarding the marketing of the Property for sale; submissions relating to obtaining internal authorization for the sale of the Property by Sellers or any direct or indirect owner of any beneficial interest in Sellers; attorney and accountant work product; attorney-client privileged documents; internal correspondence of Sellers, any direct or indirect owner of any beneficial interest in Seller, or any of their respective affiliates and correspondence between or among such parties; or other information in the possession or control of Sellers, Sellers’ property managers or any direct or indirect owner of any beneficial interest in Sellers which is proprietary or confidential, and (iii) computer programs, software, and the like; provided, however, that the excluded property described in clause (ii) shall not prevent Purchaser from receiving copies (upon request of such items from Sellers) of or using any of the afore-described items, rights, claims or the like which are reasonably necessary for the following purposes: (A) to evidence, support and/or substantiate historical leasing, operation and maintenance of the applicable Shopping Center and/or the expenses and revenues thereof, (B) to support the continued leasing, operation and maintenance of the applicable Shopping Center, and/or the determination and substantiation of future xxxxxxxx, allocations and responsibilities on account of common area expenses, taxes and other charges related to such Shopping Center and/or to (C) to defend or prosecute claims against third parties. Nothing in this Section 1.1 shall affect the agreements between the parties regarding prorations contained in Article X hereof.

Excluded Property. The Property being sold and conveyed pursuant to clauses (e) (except for fixturesNotwithstanding the foregoing, machinery or equipment), (h), (j) and (l) of this Section 1.1 shall not in no event will the Collateral include any of the following (the “Excluded Property”): (i) claims and causes of action relating to matters arising or accruing prior to Closing (other than any claims or causes of actions with respect to property tax abatements commenced prior to Closing) as and to the extent Purchaser has no liability of such matters and Seller is indemnifying Purchaser for same, (ii) any books, computer software, records or files (whether in a printed or electronic format) that consist of or contain any of the following: appraisals; budgets (other than the budget for the calendar year in which the Closing occurs); strategic plans; internal analyses; information regarding the marketing of the Property for sale; submissions relating to obtaining internal authorization for the sale of the Property by Sellers or any direct or indirect owner of any beneficial interest in Sellers; attorney and accountant work product; attorney-client privileged documents; internal correspondence of Sellers, any direct or indirect owner of any beneficial interest in Seller, or any of their respective affiliates and correspondence between or among such parties; or other information in the possession or control of Sellers, Sellers’ property managers or any direct or indirect owner of any beneficial interest in Sellers which is proprietary or confidential, and (iii) computer programs, software, and the like; provided, however, that all proceeds of Excluded Property will be Collateral to the excluded extent that the proceeds are not themselves Excluded Property. “Excluded Property” means (1) any property described in clause (ii) shall which the Debtor now or hereafter has rights in which a security interest may not prevent Purchaser from receiving copies (upon request be granted by the Debtor in such property as a matter of such items from Sellers) of applicable law, rule or using any regulation, or under the terms of the afore-described items, rights, claims property or the like governing document applicable thereto, after giving effect to the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code of the United States or principles of equity), without the consent of one or more parties thereto other than any Loan Party, but only for so long as such consent has not been obtained; (2) assets subject to capital leases and purchase money financings to the extent such capital leases and purchase money financings are permitted under the Loan Agreement and prohibit the granting of a Lien; (3) any application for registration of a trademark, service xxxx or other xxxx filed with the PTO on an intent-to-use basis to the extent an assignment thereof would void or invalidate such application, until such time (if any) as a verified statement of use (or the equivalent) for such trademark, service xxxx or other xxxx is filed with and accepted by the PTO, at which are reasonably necessary time such trademark, service xxxx or other xxxx shall automatically become part of the Collateral and subject to the security interest pledged; (4) escrow accounts and trust accounts, in each case entered into in the ordinary course of business and consistent with prudent business judgment (as determined by the Debtor in good faith), where the applicable Debtor holds the funds exclusively for the following purposes: benefit of an unaffiliated third party; (A5) any account that is used for the sole purpose of making payroll and withholding tax payments related thereto and other employee wage and benefits payments and accrued and unpaid employee compensation payments (including salaries, wages, benefits and expense reimbursements, 401(k) and other retirement plans and employee benefits, including rabbi trusts for deferred compensation and health care benefits); and (6) any account that is used for the sole purpose of paying taxes, including sales taxes. The accounts referred to evidence, support and/or substantiate historical leasing, operation and maintenance of in the applicable Shopping Center and/or the expenses and revenues thereofpreceding clauses (4), (B5), and (6) are referred to support collectively as the continued leasing“Excluded Accounts.” Debtor warrants that Debtor is an organization registered under the laws of New York. Debtor warrants that its chief executive office (or principal residence, operation and maintenance of if applicable) is located at the applicable Shopping Centeraddress set forth in the introductory paragraph hereof. Debtor warrants that the Collateral (except goods in transit) is located or domiciled at the following additional address: 000 Xxxx Xxxxx, and/or the determination and substantiation of future xxxxxxxxXxxxxxxxx, allocations and responsibilities on account of common area expenses, taxes and other charges related to such Shopping Center and/or to (C) to defend or prosecute claims against third parties. Nothing in this Section 1.1 shall affect the agreements between the parties regarding prorations contained in Article X hereofXX 00000.

Excluded Property. The Property being sold and conveyed pursuant Notwithstanding anything to clauses (e) (except for fixturesthe contrary contained in this Agreement, machinery or equipment), (h), (j) and (l) of this Section 1.1 the term "Property" shall not include any of the following items, all of which are excluded from the transfer by Property Owner to the Company hereunder: (a) all cash on hand, other than a working capital reserve of $30,000 (the “"Operating Reserve"), checks, money orders or accounts receivable, (b) any operating accounts, replacement or reserve accounts or other accounts maintained by or on behalf of Property Owner or Property Owner's affiliates with respect to the Property, other than those for which an adjustment is made pursuant to the last sentence of Section 6.3 below; (c) any refundable cash or other security deposits or any bonds posted by or on behalf of Property Owner with any governmental authorities, utilities or other parties, other than those for which an adjustment is made pursuant to the last sentence of Section 6.3 below; (d) the sales tax rebate payable to Property Owner pursuant to Development Agreement, Eastland Mall Expansion and Renovation between Property Owner and the City of Bloomington, Illinois, dated as of July 27, 1998, to reimburse Property Owner for certain site improvements previously constructed by Property Owner; (e) subject to Article XI below, any claims under Property Owner's insurance policies; (f) any rents, operating expense and tax reimbursements, additional rentals or other sums or amounts due Property Owner from prior tenants or sub-tenants who are not subject to Tenant Leases; (g) any judgments which have been entered in favor of Property Owner as of the Effective Date for Delinquent Rentals; (h) the Excluded Property”): Documents; and (i) claims Property Owner's accounting software, provided however, that if such software is subject to a license that prohibits its commercial transfer, Property Owner shall, for up to ninety (90) days following the Closing Date, reasonably assist the Company and causes of action relating CBL/OP in reviewing and copying, at CBL/OP's expense (by hard copy as well as electronically) all Books and Records provided to matters arising the Company or accruing prior to Closing (other than any claims or causes of actions with respect to property tax abatements commenced prior to Closing) as CBL/OP hereunder in electronic form and to the extent Purchaser has no liability transfer of such matters electronic Books and Seller is indemnifying Purchaser for same, (ii) any books, computer software, records or files (whether in a printed or electronic format) that consist of or contain any of the following: appraisals; budgets (other than the budget for the calendar year in which the Closing occurs); strategic plans; internal analyses; information regarding the marketing of the Property for sale; submissions relating Records to obtaining internal authorization for the sale of the Property by Sellers or any direct or indirect owner of any beneficial interest in Sellers; attorney CBL/OP's accounting and accountant work product; attorney-client privileged documents; internal correspondence of Sellers, any direct or indirect owner of any beneficial interest in Seller, or any of their respective affiliates and correspondence between or among such parties; or other information in the possession or control of Sellers, Sellers’ property managers or any direct or indirect owner of any beneficial interest in Sellers which is proprietary or confidential, and (iii) computer programs, software, and the like; provided, however, that the excluded property described in clause (ii) shall not prevent Purchaser from receiving copies (upon request of such items from Sellers) of or using any of the afore-described items, rights, claims or the like which are reasonably necessary for the following purposes: (A) to evidence, support and/or substantiate historical leasing, operation and maintenance of the applicable Shopping Center and/or the expenses and revenues thereof, (B) to support the continued leasing, operation and maintenance of the applicable Shopping Center, and/or the determination and substantiation of future xxxxxxxx, allocations and responsibilities on account of common area expenses, taxes and other charges related to such Shopping Center and/or to (C) to defend or prosecute claims against third parties. Nothing in this Section 1.1 shall affect the agreements between the parties regarding prorations contained in Article X hereofmanagement systems.

Excluded Property. The Property being sold and conveyed pursuant Notwithstanding anything to clauses (e) (except for fixturesthe contrary contained in this Agreement, machinery or equipment), (h), (j) and (l) of this Section 1.1 the term "Property" shall not include any of the following items, all of which are excluded from the transfer by Property Owner to CBL/OP hereunder: (a) all cash on hand, checks, money orders or accounts receivable, (b) any operating accounts, replacement or reserve accounts or other accounts maintained by or on behalf of Property Owner or Property Owner's affiliates with respect to the “Property, other than those for which an adjustment is made pursuant to the last sentence of Section 6.3 below; (c) any refundable cash or other security deposits or any bonds posted by or on behalf of Property Owner with any governmental authorities, utilities or other parties, other than those for which an adjustment is made pursuant to the last sentence of Section 6.3 below; (d) Intentionally Omitted; (e) subject to Article XI below, any claims under Property Owner's insurance policies; (f) any rents, operating expense and tax reimbursements, additional rentals or other sums or amounts due Property Owner from prior tenants or sub-tenants who are not subject to Tenant Leases; (g) any judgments which have been entered in favor of Property Owner as of the Effective Date for Delinquent Rentals; (h) the Excluded Property”): Documents; and (i) claims Property Owner's accounting software, provided however, that if such software is subject to a license that prohibits its commercial transfer, Property Owner shall, for up to ninety (90) days following the Closing Date, reasonably assist CBL/OP in reviewing and causes of action relating copying, at CBL/OP's expense (by hard copy as well as electronically) all Books and Records provided to matters arising or accruing prior to Closing (other than any claims or causes of actions with respect to property tax abatements commenced prior to Closing) as CBL/OP hereunder in electronic form and to the extent Purchaser has no liability transfer of such matters electronic Books and Seller is indemnifying Purchaser for same, (ii) any books, computer software, records or files (whether in a printed or electronic format) that consist of or contain any of the following: appraisals; budgets (other than the budget for the calendar year in which the Closing occurs); strategic plans; internal analyses; information regarding the marketing of the Property for sale; submissions relating Records to obtaining internal authorization for the sale of the Property by Sellers or any direct or indirect owner of any beneficial interest in Sellers; attorney CBL/OP's accounting and accountant work product; attorney-client privileged documents; internal correspondence of Sellers, any direct or indirect owner of any beneficial interest in Seller, or any of their respective affiliates and correspondence between or among such parties; or other information in the possession or control of Sellers, Sellers’ property managers or any direct or indirect owner of any beneficial interest in Sellers which is proprietary or confidential, and (iii) computer programs, software, and the like; provided, however, that the excluded property described in clause (ii) shall not prevent Purchaser from receiving copies (upon request of such items from Sellers) of or using any of the afore-described items, rights, claims or the like which are reasonably necessary for the following purposes: (A) to evidence, support and/or substantiate historical leasing, operation and maintenance of the applicable Shopping Center and/or the expenses and revenues thereof, (B) to support the continued leasing, operation and maintenance of the applicable Shopping Center, and/or the determination and substantiation of future xxxxxxxx, allocations and responsibilities on account of common area expenses, taxes and other charges related to such Shopping Center and/or to (C) to defend or prosecute claims against third parties. Nothing in this Section 1.1 shall affect the agreements between the parties regarding prorations contained in Article X hereofmanagement systems.

Excluded Property. The Property being sold and conveyed pursuant following shall be excluded from the transfer by Current Operators to clauses (e) (except for fixtures, machinery or equipment), (h), (j) and (l) of this Section 1.1 shall not include any of the following New Operators hereunder (the “Excluded Property”): (ia) claims and causes any of action relating to matters arising Current Operators’ accounts receivable, accounts payable or accruing liabilities associated with the operation of the Facilities prior to Closing the Commencement Date; (b) amounts payable to Current Operators in respect of third-party payors pursuant to retrospective settlements, underpayments, settlements or other than payments and reimbursements from residents, patients, private payors, federal health care programs or any claims other healthcare reimbursement or causes of actions with respect to property tax abatements commenced payment intermediary arising from services provided by Current Operators prior to Closingthe Commencement Date and any reimbursements from a federal health care program as a result of any loss by Current Operators on the disposal of any assets associated with the Facilities for purposes of federal health care program reimbursement; (c) cash and cash equivalents and third party payor settlements; (d) Current Operators’ rights under this Agreement and the agreements to be executed in connection herewith; (e) Current Operators’ organizational documents; (f) personal property owned by residents of the Facilities and not by Current Operators; (g) the Rejected Contracts (as hereinafter defined) and any other contract, agreement, commitment, lease or other arrangement to which any Current Operator is a party or that affects the Facilities and that is not assumed by New Operators; (h) personal property owned by third party vendors and leased to Current Operators or any entity providing services at the Facilities for use in connection with the operations of the Facilities, only to the extent Purchaser has no liability set forth on Schedule 4(h) attached hereto and made a part hereof and such lease is not otherwise assumed by New Operators pursuant to the provision of such matters and Seller is indemnifying Purchaser for same, Section 7 hereof (iithe “Leased Property”); (i) any books, computer software, records confidential or files (whether in a printed proprietary information of Current Operators or electronic format) that consist of or contain any of their affiliates that is not primarily used or held in connection with the following: appraisalsFacilities; budgets (other than the budget j) bank accounts of Current Operators and any records relating thereto; (k) all Intangible Property of an affiliate of Current Operators that are used for the calendar year its facility located in which the Closing occurs); strategic plans; internal analyses; information regarding the marketing of the Property for sale; submissions relating to obtaining internal authorization for the sale of the Property Naples, Florida (l) any intellectual property that has been developed by Sellers Clearday, Inc. or any direct or indirect owner of any beneficial interest in Sellers; attorney and accountant work product; attorney-client privileged documents; internal correspondence of SellersAIU Alternative Care, any direct or indirect owner of any beneficial interest in Seller, Inc. or any of their respective affiliates subsidiaries related to its innovative care products, technologies or solutions, including without limitation, robotic services, the BEST test, personalized care maps or programs, Clearday Restore, Clearday digital offerings and correspondence between or among programs such parties; or other information in the possession or control of Sellers, Sellers’ property managers as Clearday at Home and Clearday TV or any direct derivates thereof or indirect owner work product or documentation related thereto, (m) any confidential and proprietary content or information of any beneficial interest in Sellers which is proprietary or confidentialthe Current Operators, and (iiin) computer programs, software, and the like; provided, however, that the excluded property described in clause (ii) shall not prevent Purchaser from receiving copies (upon request of such items from Sellers) of or using any of the afore-described items, rights, claims or the like which are reasonably necessary for the following purposes: (A) to evidence, support and/or substantiate historical leasing, operation and maintenance of the applicable Shopping Center and/or the expenses and revenues thereof, (B) to support the continued leasing, operation and maintenance of the applicable Shopping Center, and/or the determination and substantiation of future xxxxxxxx, allocations and responsibilities those assets listed on account of common area expenses, taxes and other charges related to such Shopping Center and/or to (C) to defend or prosecute claims against third parties. Nothing in this Section 1.1 shall affect the agreements between the parties regarding prorations contained in Article X hereofSchedule 4(n).

Excluded Property. The Property being sold Notwithstanding anything to the contrary in this Agreement, including, but not limited to, Sections 1.1 and conveyed pursuant to clauses (e) (except for fixtures1.2 above, machinery or equipment)the property, (h)assets, (j) rights and (l) of interests set forth in this Section 1.1 shall not include any of the following 1.3 (collectively, the “Excluded Property”): ) are excluded from the Property: (a) subject to Section 10 hereof, accounts receivable for periods prior to and including the Apportionment Time; (b) tax deposits, utility deposits and other deposits held by parties other than Seller, except for any transferable deposits assigned to Purchaser, for which Seller is to be reimbursed as herein provided; (c) any tax, insurance, FF&E, capital improvement and/or other escrows, impounds or reserves held by Seller’s lender or any other party, except to the extent such items are specifically assigned to Purchaser and for which Seller receives a credit at Closing; (d) all checks, drafts, notes and other evidence of indebtedness held by Seller on the Closing Date, and any balances on deposit with banking institutions relating to the Real Property, including amounts held in “house banks;” 5 (e) any personnel files, employment agreements and employee benefit plans and related documents and information; (f) any and all Personalty owned by guests or employees of the Seller or by a vendor, tenant or any other third party distinct from Seller; (g) any rights held by Seller to receive or recover property, debt, or damages on a cause of action, or rights to assert claims or defenses, whether pending or not and whether arising in contract, tort, or otherwise, including rights to indemnification, damages for breach of warranty or any other event or circumstance, judgments, settlements, and proceeds from judgments and settlements, to the extent related to the Existing Litigation (as that term is defined in Section 3.1.3 below); (h) except as otherwise provided in this Agreement, Seller’s insurance relating to the Real Property and any insurance claims or proceeds arising out of or relating to events that occur prior to the Closing Date; (i) claims except as expressly provided in Section 1.2(n), the logo and causes of action relating to matters arising or accruing prior to Closing marks described on Schedule 1.3(i) hereof; (other than any claims or causes of actions with respect to property tax abatements commenced prior to Closingj) the logo and marks described on Schedule 1.3(j) hereof (which Seller shall cancel effective as and to the extent Purchaser has no liability of such matters and Seller is indemnifying Purchaser for same, (ii) any books, computer software, records or files (whether in a printed or electronic format) that consist of or contain any of the following: appraisals; budgets (other than the budget for the calendar year in which the Closing occursDate); strategic plans(k) the domain names “xxxxxxxxxxxxxxxxxx.xxx”, “xxxxxxxxxxxxxxx.xxx” and variations thereof; internal analyses; information regarding the marketing of the Property for sale; submissions relating to obtaining internal authorization for the sale of the Property by Sellers or any direct or indirect owner of any beneficial interest in Sellers; attorney and accountant work product; attorney-client privileged documents; internal correspondence of Sellers, any direct or indirect owner of any beneficial interest in Seller, or any of their respective affiliates and correspondence between or among such parties; or other information in the possession or control of Sellers, Sellers’ property managers or any direct or indirect owner of any beneficial interest in Sellers which is proprietary or confidential, and (iiil) computer programsexcept as otherwise provided in Section 11.2 hereof, softwareall tax returns of Seller and all claims, and refunds or credits in respect of taxes of Seller for any tax period ending before the like; provided, however, that the excluded property described in clause (ii) shall not prevent Purchaser from receiving copies (upon request of such items from Sellers) of or using any of the afore-described items, rights, claims or the like which are reasonably necessary for the following purposes: (A) to evidence, support and/or substantiate historical leasing, operation and maintenance of the applicable Shopping Center and/or the expenses and revenues thereof, (B) to support the continued leasing, operation and maintenance of the applicable Shopping Center, and/or the determination and substantiation of future xxxxxxxx, allocations and responsibilities on account of common area expenses, taxes and other charges related to such Shopping Center and/or to (C) to defend or prosecute claims against third partiesClosing. Nothing in this Section 1.1 shall affect the agreements between the parties regarding prorations contained in Article X hereof2.