Common use of Excluded Assets Clause in Contracts

Excluded Assets. The Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, the following (the “Excluded Assets”): (a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated herebyhereby (collectively, the following (the “Excluded Assets”): (a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any All trade credits, accounts receivable, proceeds or revenues notes receivable, and other receivables attributable to the Assets with respect to any period of time prior to the Effective Time; (b) All deposits, cash, checks in process of collection, cash equivalents, and accruing funds attributable to the Assets with respect to any period of time prior to the Effective Time; (c) all Hydrocarbons produced All claims and causes of action of each Seller Party arising from acts, omissions, or attributable events relating to (i) the Properties with respect Assets, or damage to any periods or destruction of time the Assets, occurring prior to the Effective Time that are not in storage prior to sale and that are upstream or (ii) any of the sales metering point as of Excluded Assets or the date hereof, and all proceeds attributable theretoRetained Assets; (d) all refunds All rights, titles, claims, and interests of costseach Seller Party arising prior to the Effective Time under any policy or agreement of insurance or bond, taxes or expenses attributable to any periods of time insurance proceeds or awards relating to events, circumstances, or occurrences prior to the Effective Time; (e) all proceeds from All claims of each Seller Party for refund of, or loss carry forwards with respect to, (i) ad valorem, severance, production, property, excise, or any other taxes attributable to any period prior to the settlements of Contract disputes with purchasers of Hydrocarbons from Effective Time (even if applied for after the Effective Time), (ii) income or franchise taxes imposed on each Seller Party or their Affiliates, or (iii) any taxes attributable to the PropertiesExcluded Assets or the Retained Assets; (f) All amounts due or payable to a Seller Party as adjustments or refunds under any Material Agreements with respect to any period prior to the Effective Time (excluding all rights and interests with respect to Imbalances existing as of the Effective Time conveyed as part of the Assets); (g) All proceeds, including settlement of take-or-pay disputes, insofar as said proceeds are income or revenues (and any security or other deposits made) to the extent attributable to (i) the Assets prior to the Effective Time (excluding all rights and interests with respect to Imbalances existing as of the Effective Time conveyed as part of the Assets) or (ii) the Excluded Assets or the Retained Assets; (h) All amounts due or payable to any periods of time Seller Party as adjustments to insurance premiums related to any period prior to the Effective Time; (fi) all bondsAll of each Seller Party’s proprietary computer software, letters technology, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property (excluding the interests in seismic, engineering, geological, and geophysical data conveyed as part of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials All documents and information instruments of each Seller Party that cannot may be disclosed to Assignee as a result of confidentiality obligations to third partiesprotected by an attorney-client privilege; (k) all amounts paid by third parties Audit rights arising under any of the Contracts or otherwise with respect to Assignor or its Affiliates as overhead for periods of time accruing any period prior to the date hereof under Effective Time or to any joint operating agreements burdening of the Excluded Assets or Retained Assets; (l) All corporate minute books, financial records, and other business records of each Seller Party that relate to each Seller Party’s business generally; (m) All personal computers and associated peripherals, and radio and telephone equipment; (n) All assets and interests excluded from the “Assets” pursuant to Article 7 or Article 8; and (lo) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.All items listed on Exhibit E.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated herebyhereby (collectively, the following (the “Excluded Assets”): ): (a) all corporateof Grantor’s right, financialtitle and interest in and to any injection and disposal ▇▇▇▇▇ on the Lands or on lands pooled or unitized therewith, tax and legal records all personal property, equipment, fixtures, improvements, facilities, permits, surface leases, rights-of-way and easements used in connection with the treatment, processing, transportation, storing or disposal of Assignor that relate to Assignor’s business generally (including water produced from the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; Properties; (b) any trade creditsall credits and refunds and all accounts, accounts receivable, proceeds or revenues instruments and general intangibles (as such terms are defined in the Oklahoma Uniform Commercial Code) attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or extent attributable to the Properties with respect to any periods period of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; do not relate to obligations assumed by Grantee pursuant to this Agreement; (dc) all claims of Grantor for refunds of costsor loss carry forwards to the extent attributable to (i) ad valorem, taxes severance, production or expenses any other Taxes attributable to any periods of time period prior to the Effective Time even if applied for after the Effective Time; , (eii) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from income or franchise Taxes, or (iii) any Taxes attributable to the PropertiesExcluded Assets, including settlement of take-or-pay disputesand such other refunds, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bondsand rights thereto, letters of credit and guarantees, if any, posted by Assignor or its Affiliates for amounts paid in connection with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time the period prior to the Effective Time, including audit rights; refunds of amounts paid under any gas gathering or transportation agreement, to the extent the same do not relate to obligations assumed by Grantee pursuant to this Agreement; (d) all proceeds, income or revenues (and any security or other deposits made) to the extent attributable to (i) the Assets for any period prior to the Effective Time, if they do not relate to obligations assumed by Grantee pursuant to this Agreement, or (ii) any Excluded Assets; (e) all privileged of Grantor’s proprietary computer software, technology, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (f) all of Grantor’s rights and interests in geological and geophysical data that is interpretive in nature or which cannot be transferred without the consent of or payment to any third Person; (g) all documents and instruments of Grantor that may be protected by an attorney-client privilege unless such privileged documents and instruments pertain to litigation (iincluding pending and threatened litigation) communications which Grantee is assuming; (h) data and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed or assigned to Assignee Grantee as a result of confidentiality or similar arrangements under agreements with Persons who are not Affiliates of Grantor; (i) concurrent audit rights arising under any of the Material Agreements or otherwise with respect to any period prior to the Effective Time (unless relating to obligations assumed by Grantee pursuant to third parties; this Agreement) or to any of the Excluded Assets; (j) all corporate, partnership and income tax records of Grantor; (k) copies of all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the AssetsRecords (which shall be prepared at Grantor’s sole cost and expense); and and (l) personal property such as vehicles and certain equipment, supplies and office equipment, or any matter required to be excluded pursuant other items, in each case, to the provisions of Section 2.1(h) of this Assignment.extent described on Exhibit F.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is are excepted, reserved and excluded from the sale and assignment contemplated herebyhereby (the following, the following (collectively, the “Excluded Assets”): ): (a) all corporatetrade credits and refunds (other than those relating to Taxes, financialwhich are governed by (e) below) and all accounts, tax instruments and legal records of Assignor that relate to Assignor’s business generally general intangibles (including as such terms are defined in the ownership and operation of the Assets) or that relate to the other Excluded AssetsTexas Uniform Commercial Code), together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing with respect to any period of time prior to the Effective Time; , except to the extent relating to pre-Effective Time obligations or liabilities assumed by Buyer under this Agreement; (b) all claims and causes of action of Seller arising from acts, omissions or events occurring prior to the Effective Time, except to the extent relating to pre-Effective Time obligations or liabilities assumed by Buyer under this Agreement; (c) all rights and interests of Seller (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or deposit or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time; (d) all Hydrocarbons produced from or attributable to the Properties Subject Interests with respect to any all periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; together with all proceeds from the sale of such Hydrocarbons; (ie) all privileged attorney-client claims of Seller for refunds of or loss carry forwards with respect to any Taxes, and refunds for amounts paid in connection with the Assets, attributable to any period prior to the Effective Time; (i) communications and (ii) other documents (other than title opinions); (jf) all materials amounts due or payable to Seller as adjustments to insurance premiums related to the Assets with respect to any period prior to the Effective Time; (g) all proceeds, income or revenues (and any security or other deposits made) attributable to the Assets for any period prior to the Effective Time; (h) all data and other information that cannot be disclosed or assigned to Assignee as Buyer without the consent of or payment to any Third Party (the “Third Party Confidential Data”); provided that, prior to the Closing, Seller shall use its reasonable efforts to obtain waivers or consents from such Third Parties to the transfer or use of the Third Party Confidential Data to or by Buyer, provided that Buyer pays any fees or other sums of Third Parties requisite to such transfer; (i) all vehicles, vessels, trailers, software, computers and associated peripherals and all radio, telephone and other communications equipment, except for any such items shown on attached Schedule 1.02(d) and/or physically attached to a result of confidentiality obligations Well; (j) any Contracts with respect to third parties; which consent to assignment is required but has not been obtained; and (k) all amounts paid by third parties to Assignor or its Affiliates the CrownRock Easements as overhead for periods of time accruing prior to defined in the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.Concurrent Rights Agreement attached hereto as Exhibit F.

Excluded Assets. The Assets being contributed to the Company shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, exclude the following (the “Excluded Assets”):assets: (a) all corporate, financial, tax and legal records of Assignor that relate to AssignorEach Contributing Group’s business generally (including the ownership and operation cash on hand as of the Assets) Closing Date and all other cash and cash equivalents in any member of such Contributing Group’s bank, savings or that relate to the other Excluded Assetsdepository accounts; any and all letters of credit or other similar items; and any stocks, together with a duplicate copy (electronic or otherwise) bonds, certificates of all of the Filesdeposit and similar investments; (b) any trade credits, accounts receivable, proceeds or revenues attributable to Any Contracts other than the Assets and accruing prior to the Effective TimeAssumed Contracts; (c) all Hydrocarbons produced from or attributable Any books and records each Member is required by any Legal Requirement to retain (subject to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream right of the sales metering point as Company to access and to copy for a period of three years after the date hereofClosing Date), and all proceeds attributable theretosuch Member’s corporate minute books and other books and records related to internal corporate matters; (d) all Any claims, rights and interest in and to any refunds of costsfederal, taxes state or expenses attributable to any local income or other Taxes, fees or assessments for periods of time (or portions thereof) ending on or prior to the Effective TimeClosing Date or otherwise relating to the other Excluded Assets or Excluded Liabilities; (e) all proceeds from the settlements All judgments, choses in action or Proceedings of Contract disputes with purchasers of Hydrocarbons from or attributable each Contributing Group relating to the Properties, including settlement ownership or operation of take-or-pay disputes, insofar as said proceeds are attributable to any periods such Contributing Group’s Assets or conduct of time such Contributing Group’s Activities prior to the Effective TimeClosing Date; (f) all bondsAll Employee Plans, letters of credit Compensation Arrangements and guaranteesemployment agreements unless any such Employee Plan, if any, posted by Assignor Compensation Arrangement or its Affiliates with Governmental Authorities and relating to employment agreement is expressly included in the AssetsAssumed Contracts; (g) all rightsThe account books of original entry, titlesgeneral ledgers, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceedsfinancial records; (h) all rights Medical records and claims relating personnel records to the Assets and attributable to periods of time prior to the Effective Time, including audit rightsextent required by Legal Requirements; (i) all privileged attorney-client (i) communications Insurance policies and (ii) other documents (other than title opinions)rights and claims thereunder; (j) all materials Contracts for the provision of wireless services to subscribers, Lifeline subscriber agreements and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third partiesagreements with Lifeline agents; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.

Excluded Assets. The Notwithstanding the foregoing, the Purchased Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, include the following (herein referred to as the “Excluded Assets”): (a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally Any cash or cash equivalents (including the ownership and operation any marketable securities or certificates of deposit) of the Assets) Seller Parties or that relate to any of their Affiliates, other than ▇▇▇▇▇ cash held at the other Excluded Assets, together with a duplicate copy (electronic Station or otherwise) of all of the FilesIncluded Proceeds; (b) All bank and other depository accounts of the Seller Parties or any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing prior to the Effective Timeof their Affiliates; (c) all Hydrocarbons produced from All claims, rights and interests of the Seller Parties or attributable to the Properties with respect any of their Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods of time (or portions thereof) ending on or prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable theretoClosing Date; (d) all refunds Any rights, claims or causes of costsaction of the Seller Parties or any of their Affiliates against third parties relating to the assets, taxes properties or expenses attributable to any periods operations of time the Business arising out of transactions occurring prior to the Effective TimeClosing Date, except to the extent that any such rights, claims or causes of action are Current Assets or otherwise arise out of the Purchased Assets or Assumed Liabilities (provided that the Seller Parties shall retain all amounts payable to the Seller Parties, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the Business prior to the Closing and have not been paid as of the Closing); (e) All bonds held, contracts of insurance or policies of insurance and prepaid insurance with respect to such contracts or policies; and all insurance claims and proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable thereunder including relating to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to Purchased Assets or the Effective TimeBusiness other than the Included Proceeds; (f) all bondsThe Seller Parties’ or their Affiliates’ minute books, letters of credit stock transfer books, records relating to formation or incorporation, Tax Returns and guaranteesrelated documents and supporting work papers and any other records and returns relating to Taxes, if anyassessments and similar governmental levies (other than real and personal property Taxes, posted by Assignor or its Affiliates with Governmental Authorities assessments and levies imposed on the Purchased Assets) and any books and records not exclusively relating to the AssetsBusiness; (g) all rightsAll records prepared in connection with or relating to the sale or transfer of the Station, titles, claims including bids received from others and interests of Assignor or its Affiliates under any insurance policy or agreement, analyses relating to any insurance proceeds or to or under any bond or bond proceedsthe Station and the Purchased Assets; (h) all rights The Contracts of the Seller Parties or their Affiliates listed in Schedule 3.14 and claims not designated on such Schedule as an “Assumed Contract”, and any Contracts between or among any one or more of the Seller Parties or their Affiliates, on the one hand, and any one or more of their Related Parties, on the other hand, relating to the Station or the Purchased Assets and attributable to periods of time prior to the Effective Time, including audit rightsunless listed in Schedule 3.14 as an “Assumed Contract”; (i) all privileged attorney-client (iThe items designated in Schedule 2.2(i) communications and (ii) other documents (other than title opinions)as “Excluded Assets”; (j) all materials The Retained Names and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third partiesMarks; (k) All Intellectual Property owned by the Seller Parties or any of their Affiliates (other than the Purchased Intellectual Property); (l) All records and documents relating to Excluded Assets or to liabilities other than Assumed Liabilities; (m) Other than as set forth in Section 6.2 with respect to flexible spending accounts, all amounts paid by third parties to Assignor of the pension, profit sharing, welfare or its employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates as overhead for periods (including, without limitation, all Employee Plans) and any assets of time accruing prior to any such agreement, plan or arrangement; (n) Any intercompany receivables of the date hereof under Business from the Seller Parties or any joint operating agreements burdening the Assetsof their Affiliates; and (lo) any matter required Any rights of or payment due to be excluded the Seller Parties or their Affiliates under or pursuant to this Agreement, any Ancillary Agreement or the provisions of Section 2.1(h) of this AssignmentConfidentiality Agreement.

Excluded Assets. The Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated herebyNotwithstanding Section 1.1, the Purchased Assets do not include the following assets of Seller (the “Excluded Assets”): (a) all corporateAll rights and choses in action, financialarising, tax and legal records occurring or existing in favor of Assignor that relate Sellers prior to Assignor’s business generally the Effective Time or arising out of the operation of or production from the Purchased Assets prior to the Effective Time (including the ownership any and operation all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of the Assets) or that relate any nature in favor of Sellers and relating and accruing to any time period prior to the other Effective Time); provided, however, notwithstanding anything herein to the contrary, Excluded AssetsAssets shall not include any rights and choses in action arising or attributable to any Minimum Royalty Litigation with respect to the Purchased Assets regardless of whether such rights or choses in action are attributable to periods prior to, together with a duplicate copy (electronic on or otherwise) of all of after the FilesEffective Time; (b) any trade creditsAny accounts payable accruing before the Effective Time; (c) All corporate, accounts receivablefinancial, Tax and legal (other than title) records of Sellers; (d) All contracts of insurance or indemnity; (e) All Hydrocarbon production from or attributable to production from the Properties with respect to all periods prior to the Effective Time as described in Section 1.6 and all proceeds attributable thereto; (f) Any refund of costs, Taxes or revenues expenses borne by Sellers attributable to the Assets and accruing period prior to the Effective Time; (cg) all Hydrocarbons produced from or All deposits, cash, checks, funds and accounts receivable attributable to Sellers’ interests in the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods period of time prior to the Effective Time; (eh) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from Other than as set forth in Section 1.1(f), Section 1.1(g) or attributable to the Propertiesextent used exclusively in the operation of the Purchased Assets, the computer or communications software or intellectual property (including settlement of take-or-pay disputestapes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (fdata and program documentation and all tangible manifestations and technical information relating thereto) all bondsowned, letters of credit and guarantees, if any, posted licensed or used by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rightsSellers; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions)Any logo, service ▇▇▇▇, copyright, trade name or trademark of or associated with Sellers or any Affiliate of Sellers or any business of Sellers or of any Affiliate of Sellers; (j) all materials All vehicles, offices and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third partiesrelated office equipment; (k) all amounts paid All gathering or other pipeline systems and related equipment, inventory, easements, licenses and rights of way currently or subsequently owned by third parties to Assignor Sellers or its Affiliates any Affiliate of Sellers (including Chief Gathering LLC) except wellsite flow lines; (l) All fee mineral interests, royalty interest or overriding royalty interest owned by Sellers set forth on Exhibit C; (m) Other than as overhead for periods of time accruing prior set forth in Section 1.1(f) or Section 1.1(g), any seismic data, geological or geophysical data, or other similar data relating to the date hereof Purchased Assets or any interpretations thereof or other data or records related thereto that Sellers may not assign or transfer under its existing agreements and licenses without making any joint operating agreements burdening the Assetsadditional payments or incurring any liability or obligation; and (ln) any matter required The obligations of Enerplus Resources (USA) Corporation to be excluded bear a portion of the costs of Seller in the drilling of ▇▇▇▇▇ pursuant to that certain Enerplus JDA (the provisions of Section 2.1(h) of this Assignment“Enerplus Carry”).

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated herebyhereby (collectively, the following (the “Excluded Assets”): ): (a) all corporateof Grantor’s right, financialtitle and interest in and to any injection and disposal ▇▇▇▇▇, tax including but not limited to, those on the Lands or on lands pooled or unitized therewith, and legal records all personal property, equipment, fixtures, improvements, facilities, permits, surface leases, rights-of-way and easements used in connection with the treatment, processing, transportation, storing or disposal of Assignor that relate to Assignor’s business generally (including water produced from the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; Properties; (b) any trade creditsall credits and refunds and all accounts, accounts receivable, proceeds or revenues instruments and general intangibles (as such terms are defined in the Oklahoma Uniform Commercial Code) attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or extent attributable to the Properties with respect to any periods period of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; do not relate to obligations assumed by Grantee pursuant to this Agreement; (dc) all claims of Grantor for refunds of costsor loss carry forwards to the extent attributable to (i) ad valorem, taxes severance, production or expenses any other Taxes attributable to any periods of time period prior to the Effective Time even if applied for after the Effective Time; , (eii) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from income or franchise Taxes, or (iii) any Taxes attributable to the PropertiesExcluded Assets, including settlement of take-or-pay disputesand such other refunds, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bondsand rights thereto, letters of credit and guarantees, if any, posted by Assignor or its Affiliates for amounts paid in connection with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time the period prior to the Effective Time, including audit rights; refunds of amounts paid under any gas gathering or transportation agreement, to the extent the same do not relate to obligations assumed by Grantee pursuant to this Agreement; (d) all proceeds, income or revenues (and any security or other deposits made) to the extent attributable to (i) the Assets for any period prior to the Effective Time, if they do not relate to obligations assumed by Grantee pursuant to this Agreement, or (ii) any Excluded Assets; (e) all privileged of Grantor’s proprietary computer software, technology, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (f) all of Grantor’s rights and interests in geological and geophysical data that is interpretive in nature or which cannot be transferred without the consent of or payment to any third Person; (g) all documents and instruments of Grantor that may be protected by an attorney-client privilege unless such privileged documents and instruments pertain to litigation (iincluding pending and threatened litigation) communications which Grantee is assuming; (h) data and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed or assigned to Assignee Grantee as a result of confidentiality or similar arrangements under agreements with Persons who are not Affiliates of Grantor; (i) concurrent audit rights arising under any of the Material Agreements or otherwise with respect to any period prior to the Effective Time (unless relating to obligations assumed by Grantee pursuant to third parties; this Agreement) or to any of the Excluded Assets; (j) all corporate, partnership and income tax records of Grantor; (k) copies of all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the AssetsRecords (which shall be prepared at Grantor’s sole cost and expense); and (l) any matter required to be excluded pursuant all Permits and bonds to the provisions of Section 2.1(hextent not transferable to Grantee; (m) of this Assignmentpersonal property such as vehicles and certain equipment, supplies and office equipment, or any other items, in each case, to the extent described on Exhibit E; and (n) all infrastructure, including but not limited to all easements, rights-of-way, surface leases, buildings, oil transport lines, electrical distribution lines, saltwater transport lines, saltwater disposal ▇▇▇▇▇, saltwater disposal facilities and telecommunication and SCADA facilities.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated herebyhereby (collectively, the following (the “Excluded Assets”): ): (a) all corporatecredits and refunds and all accounts, financial, tax instruments and legal records of Assignor that relate to Assignor’s business generally general intangibles (including as such terms are defined in the ownership and operation of the AssetsTexas Uniform Commercial Code) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or extent attributable to the Properties with respect to any periods period of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; do not relate to obligations assumed by Purchaser pursuant to this Agreement; (db) all claims of Sellers for refunds of costsor loss carry forwards to the extent attributable to (i) ad valorem, severance, production or any other taxes or expenses attributable to any periods of time period prior to the Effective Time even if applied for after the Effective Time; , (eii) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from income or franchise taxes, or (iii) any taxes attributable to the PropertiesExcluded Assets, including settlement of take-or-pay disputesand such other refunds, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bondsand rights thereto, letters of credit and guarantees, if any, posted by Assignor or its Affiliates for amounts paid in connection with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time the period prior to the Effective Time, including audit rights; refunds of amounts paid under any gas gathering or transportation agreement, to the extent the same do not relate to obligations assumed by Purchaser pursuant to this Agreement; (c) all proceeds, income or revenues (and any security or other deposits made) to the extent attributable to (i) the Assets for any period prior to the Effective Time, if they do not relate to obligations assumed by Purchaser pursuant to this Agreement, or (ii) any Excluded Assets; (d) all privileged of Sellers’ proprietary computer software, technology, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (e) subject to Section 9.2(d), all of Sellers’ rights and interests in geological and geophysical data that is interpretive in nature or which cannot be transferred without the consent of or payment to any third Person; (f) all documents and instruments of Sellers that may be protected by an attorney-client privilege unless such privileged documents and instruments pertain to litigation (iincluding pending and threatened litigation) communications which Purchaser is assuming; (g) subject to Section 9.2(d), data and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed or assigned to Assignee Purchaser as a result of confidentiality or similar arrangements under agreements with Persons who are not Affiliates of Sellers; (h) concurrent audit rights arising under any of the Material Agreements or otherwise with respect to any period prior to the Effective Time (unless relating to obligations assumed by Purchaser pursuant to third parties; this Agreement) or to any of the Excluded Assets; (i) all corporate, partnership and income tax records of Sellers; (j) copies of all Records (which shall be prepared at Sellers’ sole cost and expense); and (k) all amounts paid by third parties to Assignor personal property such as vehicles and certain equipment, supplies and office equipment, or its Affiliates as overhead for periods of time accruing prior any other items, in each case, to the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.extent described on Exhibit E.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is are excepted, reserved and excluded from the sale and assignment contemplated herebyhereby (the following, the following (collectively, the “Excluded Assets”): ): (a) all corporatetrade credits and refunds (other than those relating to Taxes, financialwhich are governed by (e) below) and all accounts, tax instruments and legal records of Assignor that relate to Assignor’s business generally general intangibles (including as such terms are defined in the ownership and operation of the Assets) or that relate to the other Excluded AssetsTexas Uniform Commercial Code), together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing with respect to any period of time prior to the Effective Time; , except to the extent relating to pre-Effective Time obligations or liabilities assumed by Buyer under this Agreement; (b) all claims and causes of action of Seller arising from acts, omissions or events occurring prior to the Effective Time, except to the extent relating to pre-Effective Time obligations or liabilities assumed by Buyer under this Agreement; (c) all rights and interests of Seller (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or deposit or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time; (d) all Hydrocarbons produced from or attributable to the Properties Subject Interests with respect to any all periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; together with all proceeds from the sale of such Hydrocarbons; (ie) all privileged attorney-client claims of Seller for refunds of or loss carry forwards with respect to any Taxes, and refunds for amounts paid in connection with the Assets, attributable to any period prior to the Effective Time; (i) communications and (ii) other documents (other than title opinions); (jf) all materials amounts due or payable to Seller as adjustments to insurance premiums related to the Assets with respect to any period prior to the Effective Time; (g) all proceeds, income or revenues (and any security or other deposits made) attributable to the Assets for any period prior to the Effective Time; (h) all data and other information that cannot be disclosed or assigned to Assignee Buyer without the consent of or payment to any Third Party (the “Third Party Confidential Data”); provided that, prior to the Closing (as defined in Section 10.01), Seller shall use its reasonable efforts to obtain waivers or consents from such Third Parties to the transfer or use of the Third Party Confidential Data to or by Buyer, provided that Buyer pays any fees or other sums of Third Parties requisite to such transfer; (i) all vehicles, vessels, trailers, software, computers and associated peripherals and all radio, telephone and other communications equipment, except for any such items shown on attached Schedule 1.02(d) and/or physically attached to a result of confidentiality obligations Well or located on a Lease; (j) any Contracts with respect to third parties; which consent to assignment is required but has not been obtained; and (k) all amounts paid by third parties to Assignor or its Affiliates any rights and obligations under Contracts, insofar as overhead for periods of time accruing prior inapplicable to the date hereof under any joint operating agreements burdening Subject Interests, the Assets; and (l) any matter required to be excluded pursuant to Leases, the provisions of Section 2.1(h) of this AssignmentPersonal Property or the Easements.

Excluded Assets. The Purchaser and Seller expressly agree and acknowledge that the Purchased Assets shall not includeinclude any other asset, property or right of Seller not referenced in the definition of Purchased Assets set forth in Section 2.1, and there is exceptedwithout limiting the generality of the foregoing, reserved and excluded from the sale and assignment contemplated hereby, expressly excludes the following (the collectively, “Excluded Assets”): (a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Filesany Cash Equivalents; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing prior to the Effective TimeAccounts Receivable; (c) all Hydrocarbons produced from or attributable any losses, loss carryforwards and rights to the Properties with respect receive refunds, credits and loss carryforwards relating directly to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable theretoTaxes of Seller or any of its Affiliates that constitute Retained Liabilities; (d) all refunds (i) the corporate books and records of costs, taxes or expenses attributable to any periods of time prior Seller and its Affiliates to the Effective Timeextent not included in the Purchased Assets or not related exclusively to the Purchased Assets, including those portions of the Tax Returns that do not relate exclusively to the Purchased Assets, (ii) all personnel records, and (iii) any attorney work product, attorney-client communications and other items protected by attorney-client privilege; (e) any current and prior insurance policies and all proceeds from the settlements rights of Contract disputes any nature with purchasers of Hydrocarbons from or attributable to the Propertiesrespect thereto, including settlement of take-or-pay disputes, insofar as said proceeds are attributable all insurance recoveries thereunder and rights to assert claims with respect to any periods of time prior to the Effective Timesuch insurance recoveries; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the AssetsSeller Names; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceedsthe Excluded Trademarks; (h) all rights and claims relating to the Assets and attributable to periods any real estate owned or leased by Seller or any of time prior to the Effective Time, including audit rightsits Affiliates; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions)any equipment whatsoever; (j) all materials any rights, claims and information that cannot be disclosed credits of Seller or any of its Affiliates relating to Assignee as a result any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of confidentiality obligations Seller or any of its Affiliates relating to third partiesany Excluded Asset or any Retained Liability; (k) the equity interests of any Person; (l) all amounts paid by third parties to Assignor employees of Seller or any of its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the AssetsAffiliates; and (lm) any matter required rights or assets relating to be excluded pursuant to products of Seller (and the provisions rights thereto) not included in the definition of Product set forth in Section 2.1(h) of this Assignment1.1.

Excluded Assets. The Assets Notwithstanding the foregoing and without limitation, the term “Assets” shall not include, and there is excepted, reserved and excluded from the sale and assignment transactions contemplated herebyhereby (collectively, the following (the “Excluded Assets”):) any interest of any of the Target Entities in those assets, interests, rights and properties described in Exhibit E, together with: (a) all corporatecertificates of deposit, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts note receivable, proceeds or revenues attributable trade credits and all accounts, and negotiable instruments with respect to the Assets and accruing any period of time prior to the Effective Time; (cb) all Hydrocarbons produced from claims and causes of action (excluding those relating to insurance) in favor of either Seller or attributable any of the Target Entities with respect to the Properties other Excluded Assets or that relate to the Retained Obligations or matters for which Seller has an indemnity obligation hereunder that is unexpired and, except to the extent that the following constitute an Asset pursuant to Section 1.02(h) hereof, (i) all claims and causes of actions (excluding those relating to insurance and to audit rights) arising from acts, omissions or events, or damage to or destruction of the Assets, occurring prior to the Effective Time, or (ii) arising under or with respect to any of the Contracts (other than insurance policies or with respect to audit rights) that are attributable to periods of time prior to the Effective Time (including claims for indemnity, adjustments or refunds); (c) all rights and interests of any Seller or any of the Target Entities (i) under any policy or agreement of insurance or the proceeds thereof, (ii) under any bond, or (iii) to any condemnation proceeds or awards, (in each case) arising from acts, omissions or events, or damage to or destruction of property, relating to any Excluded Assets, that are not in storage relate to the Retained Obligations or matters for which Seller has an indemnity obligation hereunder that is unexpired or, except to the extent that any of the foregoing constitute an Asset under 1.02(i) and 1.02(j), relating to the Assets and occurring prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable theretoEffective Time; (d) all refunds of costs, taxes audit rights arising under any Contract or expenses attributable otherwise (in each case) with respect to any periods of time period prior to the Effective Time; (e) all Hydrocarbons produced from or otherwise attributable to the Subject Interests with respect to all periods prior to the Effective Time, together with all proceeds from the settlements sale of Contract disputes such Hydrocarbons, and all tax credits attributable thereto; (f) all claims in favor of any Seller or any of the Target Entities for refunds of or loss carry forwards with purchasers of Hydrocarbons from respect to (i) ad valorem, severance, production or any other taxes attributable to any period prior to the Effective Time, (ii) income or franchise taxes, or (iii) any taxes attributable to the Propertiesother Excluded Assets, and such other refunds, and rights thereto, for amounts paid in connection with the Assets and attributable to the period prior to the Effective Time, including settlement refunds of take-or-pay disputes, insofar as said proceeds are attributable amounts paid under any gas gathering or transportation agreement; (g) all amounts due or payable to any periods Seller or any of time the Target Entities as adjustments to insurance premiums (not proceeds) related to the Assets with respect to any period prior to the Effective Time; (fh) all bondsproceeds, letters income or revenues (and any security or other deposits made) attributable to (i) the Assets for any period prior to the Effective Time (less and except Production Imbalances), or (ii) any other Excluded Assets; (i) any interest of credit Seller or any of the Target Entities in all vehicles and guaranteesother rolling stock; (j) except to the extent any of the following constitute an Asset under Section 1.02(k), if anyall of each Seller’s and each Target Entity’s proprietary technology, posted computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (k) all documents and instruments of Seller that may be protected by Assignor an attorney-client or other privilege and all of Seller’s files maintained by its Affiliates attorneys and accountants and, to the extent related to any Excluded Assets, Seller’s files maintained by any engineers; (l) each Target Entity’s files maintained by its attorneys that (i) are not necessary in connection with Governmental Authorities the litigation of any Claim related to the Assets which is not a Retained Obligation or with respect to which Buyer is not indemnified hereunder; provided that Seller is not in breach of its obligation to indemnify Buyer for such Retained Obligation or otherwise with respect to such Claim or (ii) relate to any Excluded Assets; (m) data, information and relating other property, rights or interests of (i) Seller that cannot be disclosed to Buyer as a result of confidentiality or similar arrangements or (ii) Seller or any of the Target Entities that relate to any other Excluded Assets; (n) all audit rights with respect to any other Excluded Asset, and, except to the extent that any of the following rights constitutes an Asset under Section 1.02(h), all rights that arise under any of the Contracts or otherwise with respect to any period prior to the Effective Time, (o) all corporate, tax and financial records and bank accounts of Seller, (p) all federal tax records, consolidated financial statements, financial records not related to the Assets and bank accounts of any Target Entity; provided, however, that this Section 1.03(p) shall not be construed to exclude any lease operating or revenue statements that relate to the Assets; (gq) any and all rights, titles, claims seismic data and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceedsinformation; (hr) all rights the sublease agreement by and claims relating to between ▇▇▇▇▇▇ Offshore and Devon covering Seller’s and the Assets and attributable to periods of time prior to the Effective Time, including audit rightsTarget Entities’ corporate offices; (is) the Kingdom software and equipment related thereto and the Ogsys software and database; (t) all privileged attorney-client assets of Seller or the Target Entities located in Seller’s corporate offices (i) communications including furniture, fixtures and (iiequipment) other documents (than the Contracts, the Records and other than title opinionsitems described in Section 1.02(m); (ju) except to the extent that the following constitutes an Asset under Section 1.02(k), 1.02(l) or 1.02(m), any hardware and all materials software licenses and information that cannot be disclosed any hardware related thereto (in each case) relating to Assignee as a result of confidentiality obligations to third partiesthe other Excluded Assets or any Asset; (kv) all amounts paid documents prepared or received by third parties Seller or any Target Entity with respect to Assignor (i) lists of prospective purchasers for such transactions compiled by Seller or any Target Entity, (ii) bids submitted by other prospective purchasers of the Assets or Securities, (iii) analyses by Seller or any Target Entities or any advisor (including professional service provides) thereof of any bids submitted by any prospective purchaser, (iv) correspondence between or among each of Seller or any Target Entity and its Affiliates as overhead for periods respective representatives (including, professional service providers), and any prospective purchaser other than Buyer and (v) correspondence between each of time accruing prior Seller or any Target Entity or any of its respective representatives (including, professional service providers) with respect to any of the bids, the prospective purchasers, or the transactions contemplated in this Agreement; (w) all files of the Target Entities that are currently held by accountants of the Target Entities and any files of the Target Entities that are related to the date hereof under Excluded Assets and held by any joint operating agreements burdening engineer; (x) all documents of any kind related to the Excluded Assets; (y) any master service contract of any Target Entity unless listed on Exhibits D-1 and D-2; and (lz) any matter required to other assets of the Target Entities not described in Section 1.02 or that are expressly carved out in Section 1.02. All of such foregoing Excluded Assets shall be excluded pursuant transferred from the Target Entities to the provisions Seller prior to or as of the Closing, without warranty of any kind (express, implied or statutory) and without any liability to Buyer or any Target Entity. No action taken in accordance with this Section 2.1(h) 1.03 shall be considered as a violation of any other provision of this AssignmentAgreement.

Excluded Assets. The Assets shall Seller is selling its interest in the Assets, but is not include, selling and there is excepted, reserved retaining its interest in and excluded from to the sale and assignment contemplated herebyExcluded Assets. As used herein, the following (the term “Excluded Assets”): (a) ” refers to all corporateof Seller’s right, financialtitle, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership interest in and operation of the Assets) or that relate to the other Excluded Assetsfollowing: A. All company records and files, together with a duplicate copy (electronic or otherwise) of all of including tax related records, to the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable extent not related to the Assets and accruing any copies of the Records that Seller chooses to retain; B. All deposits, cash, checks, funds and accounts receivable attributable to Seller’s interest in the Assets with respect to any period prior to the Effective Time; (c) all C. All Hydrocarbons produced from or attributable to the Properties Assets with respect to any periods of time period prior to the Effective Time that and all Hydrocarbons attributable to the Assets which, at the Effective Time, are not in storage prior to sale and that are upstream of the sales metering point as of the date hereofstorage, within processing plants, in pipelines or otherwise held in inventory and all proceeds attributable theretoassociated therewith; D. All receivables and cash proceeds which were expressly taken into account and for which credit was given in the determination of the adjustments to the Purchase Price pursuant to Section 2.4 and 13.1; E. Claims of Seller for refund of or loss carry forwards with respect to (di) all refunds of costs, taxes or expenses Taxes attributable to any periods of time period prior to the Effective Time; Time and (eii) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or Taxes attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Excluded Assets; (g) F. Except as otherwise provided in Section 4.5, all rights, titles, claims and interests of Assignor Seller or its Affiliates any affiliate of Seller under any insurance policy or agreementagreement of insurance, to any insurance proceeds or to or under any bond or bond proceedsany insurance or condemnation proceeds or awards; (h) all rights and claims relating G. Except to the Assets extent currently used solely in operation of the Assets, all computer or communications software or intellectual property (including tapes, data and attributable to periods of time prior to the Effective Timeprogram documentation and all tangible manifestations and technical information relating thereto) owned, including audit rightslicensed or used by Seller; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result H. Any logo, service ▇▇▇▇, copyright, trade name or trademark of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or associated with Seller or any of its Affiliates as overhead for periods affiliates or any business or division of time accruing prior to the date hereof under Seller or any joint operating agreements burdening the Assetsof its affiliates; and (l) any matter required to be I. Any Asset excluded from this Agreement pursuant to the provisions of Section 2.1(h) Sections 4.6 A., 4.6 B.1. and 5.2 C. of this AssignmentAgreement, together with the pro-rata share of all Hydrocarbons associated therewith and all other assets attributable or appurtenant thereto.

Excluded Assets. The Transferred Assets shall not include, and there is exceptedthe Seller reserves and retains all right, reserved title and excluded from the sale interest in and assignment contemplated hereby, to the following (collectively, the “Excluded Assets”): (a) all corporatereal property, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate all real property subject to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the FilesLease and Access Agreement; (b) any trade creditsall inventory, accounts receivableincluding raw materials, proceeds intermediates, products, byproducts and wastes that is stored in the Tankage or revenues attributable to the Assets and accruing storage facilities located at the Terminal at or prior to the Effective TimeClosing; (c) all Hydrocarbons produced from or attributable the rights of the Seller to the Properties with respect to name “Delek” or any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereofrelated or similar trade names, and all proceeds attributable theretotrademarks, service marks, corporate names or logos, or any part, derivative or combination thereof; (d) all refunds of coststhe Seller’s and any of its Affiliates’ right, taxes or expenses title and interest in and to all accounts receivable and all notes, bonds, and other evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other activities occurring in connection with and attributable to any periods the ownership or operation of time the Transferred Assets prior to the Effective Time; (e) all proceeds from Time and the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guaranteessecurity arrangements, if any, posted by Assignor related thereto, including any rights with respect to any third party collection procedures or its Affiliates with Governmental Authorities and relating to the Assets;any other actions or proceedings in connection therewith; HOU02:1274360 8 (ge) all rights, titles, claims and interests of Assignor the Seller or any of its Affiliates (i) under any insurance policy or agreementagreement of insurance, to (ii) under any insurance proceeds or bond, (iii) to or under any bond condemnation damages or awards in regard to any taking or (iv) to any insurance or bond proceeds;; and (hf) all claims, demands, causes of action, choses in action, rights of recovery, rights of set-off, rights to refunds, and claims similar rights in favor of the Seller or any of their Affiliates of any kind to the extent relating to (i) the Excluded Assets and attributable or (ii) the ownership of the Transferred Assets prior to periods of time the Effective Time (other than any damage to the Transferred Assets not repaired prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.

Excluded Assets. The Assets Buyer shall not includeassume or be liable for, and there is exceptedSeller shall retain, reserved discharge and excluded from perfonn, any and all liabilities and obligations of Seller attributable to the sale and assignment contemplated herebyBusiness or the Acquired Assets, including, without limitation, the following (collectively, the “Excluded AssetsLiabilities”): ): 1. Any liability, expense or cost relating to claims against Seller that are attributable to the Business for personal injury or property damage arising from or relating to, in Whole or in part, any event occurring prior to Closing; 2. Any liability or obligation of Seller arising from or relating to services provided, goods produced, sold or distributed by Seller prior to Closing; AGREEMENT AND PLAN OF REORGANIZATION l PAGE 2 3. Any liability or obligation of Seller for loans or other debts of Seller; 4. Any liability or obligation of Seller in relation to any real estate owned or operated by Seller; 5. Any liability or obligation of Seller under any equipment, automobile or other vehicle lease or in relation to any equipment or automobile or other vehicle owned or operated by Seller; 6. Any liability or obligation of Seller to any employee, distributor, representative or agent of Seller for compensation or other benefits earned or accrued prior to Closing; 7. Any liability or obligation of Seller to any party affiliated with Seller; 8. Any obligation of Seller for Taxes (aas hereinafter defined) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including interest and penalties) imposed by any state, federal or other entity arising from, on, or out of the ownership and ownership, use or operation of the Assets) Acquired Assets prior to Closing, or that relate to the other Excluded Assetsarising from, together with a duplicate copy (electronic on, or otherwise) of all out of the Files; (b) any trade credits, accounts receivable, proceeds sale or revenues attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream conveyance by Seller of the sales metering point as Acquired Assets pursuant to this Agreement; 9. Any obligation of Seller for expenses incurred in connection with the sale or conveyance of the date hereofAcquired Assets pursuant to this Agreement, including, without limitation, the fees and all proceeds attributable thereto; expenses of attorneys, accountants, brokers and other advisors and agents; 10. Any other liability, contract, commitment or obligation (d) all refunds whether known or unknown, fixed or contingent, liquidated or unliquidated, now existing or hereafter arising), arising out of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rightsownership, titles, claims and interests use or operation of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Acquired Assets and attributable to periods of time prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications Closing; and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result 11. Any liability or obligation of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof Seller arising under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.Agreement. C.

Excluded Assets. The Assets There shall not include, and there is excepted, reserved and be excluded from the sale and assignment contemplated hereby, Assets all of the following properties and assets (the “"Excluded Assets”"): (a) all corporate, financial, tax and legal records claims or causes of Assignor that relate to Assignor’s business generally (including the ownership and operation action of the Assets) or that relate Seller arising at any time prior to the other Excluded Assets, together with a duplicate copy Sale Effective Time (electronic or otherwise) of all of except to the Filesextent provided in Section 1.1(h)); (b) all claims of the Seller for refunds of or loss carryforwards with respect to (i) income or franchise taxes or (ii) any trade credits, accounts receivable, proceeds or revenues taxes attributable to the Assets and accruing prior to the Effective TimeExcluded Assets; (c) all Hydrocarbons produced from or attributable amounts due and payable to the Properties Seller as adjustments to insurance premiums related to the Assets with respect to any periods of time period prior to the Sale Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable theretoTime; (d) all refunds of costs, taxes data that cannot be disclosed or expenses attributable to any periods of time prior assigned to the Effective TimePurchaser as a result of confidentiality arrangements or licenses under agreements with Persons other than Affiliates of the Seller (provided that such data does not affect in any material respect the use or operation of the Assets by the Purchaser); (e) all proceeds from notes, memoranda, agreements or reports of any consultant or other professional employed by the settlements Seller in connection with the sale of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective TimeAssets; (f) all bondsagreements, letters of credit communications and guaranteescorrespondence between the Seller and Jefferies & Company, if anyInc. and their respective employees, posted by Assignor representatives or its Affiliates with Governmental Authorities and agents relating to the Assetstransactions contemplated by this Agreement; (g) all rights, titles, claims internal correspondence and interests communications of Assignor the Seller with respect to the sale of the Assets hereunder and the transactions contemplated herein or its Affiliates under in any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceedsRelated Agreement; (h) all rights and claims relating to the Assets and attributable to periods bids submitted by prospective purchasers of time prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; and (li) all files and documents pertaining to any matter required items disclosed on Schedule 3.5 or any other documents of Seller that are subject to be excluded pursuant an attorney-client privilege related to the provisions of Section 2.1(h) of this Assignmentlitigation.

Excluded Assets. The Notwithstanding anything contained in this Agreement to the contrary, it is expressly agreed that the Assets shall not include, Kindred shall retain and there is exceptednot sell, reserved transfer or convey, and excluded from the sale and assignment contemplated hereby, New Operator shall not acquire the following rights or assets (the “Excluded Assets”): (a) all corporateAll medical apparatus, financialfurniture, tax fixtures, equipment, vehicles and legal records other items of Assignor that relate to Assignor’s business generally (including tangible personal property used or held for use by or on behalf of Kindred in the ownership and operation of the Assets) or that relate Business, which are being acquired by Owner pursuant to the other Excluded AssetsLease (the “Tangible Personal Property”) as set forth on Exhibit 4.2(a), together with a duplicate copy (electronic or otherwise) of all of personal property that is leased by Kindred from third parties for use at the Files;Facility, including without limitation postage meters, copiers, television systems, and ice machines. (b) any All Cash and all cash-like assets, excluding all Resident Trust Funds, as of the Effective Time. (c) All deposits, trade credits, accounts receivable, proceeds or revenues attributable reimbursements, third party payor funds and other amounts due from any party to Kindred with respect to the Assets period ending on or before the Effective Time. (d) All (i) minute books, charter documents, record books, and accruing other similar books and records pertaining to the organization, existence or capitalization of Kindred, including, for the avoidance of doubt, all financial, accounting and tax records of or relating to Kindred, and (ii) records regarding pending or threatened litigation, proceedings or investigations by or before any Governmental Authority; provided that Kindred shall permit New Operator to copy all records described in this sub-section (d)(ii) at New Operator’s expense upon reasonable prior written notice to Kindred. (e) All books and records relating to any Excluded Assets. (f) All assets transferred or otherwise disposed of by Kindred in the ordinary course of business and in accordance with this Agreement on or prior to the Effective Time;. (cg) All prepaid assets or refunds or credits of Taxes, as of the Effective Time. (h) All files, charts and other information relating to all Hydrocarbons produced from Residents who previously occupied the Facility or attributable to used the Properties with respect to any periods of time Facility prior to the Effective Time that and are not in storage prior to sale and that are upstream Residents of the sales metering point Facility as of the date hereofEffective Time (including, but limited to, all patient records, medical records, therapy records, pharmacy records, clinical records, financial and accounting records, and Resident Trust Funds records) for all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; date that is one (e1) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to year before the Effective Time; Time (f) all bondscollectively, letters of credit the “Prior Records” and guaranteestogether with the Current Records, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights;“Records”). (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions);All Kindred Contracts which are not Assumed Kindred Contracts. (j) all materials All computer hard drives used in the computer equipment at or with respect to the Facility, together with the computer equipment and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties;software listed on Exhibit 4.2(j) attached hereto. (k) All policy and procedure manuals and similar documents including, without limitation, all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; andcompliance plan materials. (l) All tradenames, trademarks, service marks, domain names (URLs) and websites owned by Kindred or its Affiliates (which are not expressly identified on Exhibit 4.1(d) as part of the Assets), including, without limitation, any matter required use of the names “Kindred” or “RehabCare”, in whole or in part, or any derivation thereof, and all references to be excluded pursuant any of the foregoing on social media channels (including, without limitation, Facebook, Twitter and YouTube) associated with the Facility or Kindred or its Affiliates; provided, however, that Kindred will grant to New Operator a limited license to use the domain name (URL) specifically associated with the Facility, which otherwise constitutes an Excluded Asset, for a period of thirty (30) days after the Closing Date. (m) Laundry and linen and housekeeping inventory, supplies and machinery that is removed from the Linen and Housekeeping Vendor upon the termination on the Closing Date of the Facility’s participation in Kindred’s national contract for linens and housekeeping, as described generally on Exhibit 4.2(m). (n) The items of personal property brought to the provisions Facility by Kindred or employees of Section 2.1(h) of this AssignmentKindred that are not used or held for use in connection with the Business.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is are excepted, reserved and excluded from the sale and assignment contemplated herebyhereby (the following, the following (collectively, the “Excluded Assets”): ): (a) all corporatetrade credits and refunds (other than those relating to Taxes, financialwhich are governed by (e) below) and all accounts, tax instruments and legal records of Assignor that relate to Assignor’s business generally general intangibles (including as such terms are defined in the ownership and operation of the Assets) or that relate to the other Excluded AssetsTexas Uniform Commercial Code), together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing with respect to any period of time prior to the Effective Time; , except to the extent relating to pre-Effective Time obligations or liabilities assumed by Buyer under this Agreement; (b) all claims and causes of action of Seller arising from acts, omissions or events occurring prior to the Effective Time, except to the extent relating to pre-Effective Time obligations or liabilities assumed by Buyer under this Agreement; (c) all rights and interests of Seller (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or deposit or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time; (d) all Hydrocarbons produced from or attributable to the Properties Subject Interests with respect to any all periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; together with all proceeds from the sale of such Hydrocarbons; (ie) all privileged attorney-client claims of Seller for refunds of or loss carry forwards with respect to any Taxes, and refunds for amounts paid in connection with the Assets, attributable to any period prior to the Effective Time; (i) communications and (ii) other documents (other than title opinions); (jf) all materials amounts due or payable to Seller as adjustments to insurance premiums related to the Assets with respect to any period prior to the Effective Time; (g) all proceeds, income or revenues (and any security or other deposits made) attributable to the Assets for any period prior to the Effective Time; (h) all data and other information that cannot be disclosed or assigned to Assignee as a result Buyer without the consent of confidentiality obligations or payment to third parties; any Third Party (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing the “Third Party Confidential Data”); provided that, prior to the date hereof under Closing, Seller shall use its reasonable efforts to obtain waivers or consents from such Third Parties to the transfer or use of the Third Party Confidential Data to or by Buyer, provided that Buyer pays any joint operating agreements burdening the Assetsfees or other sums of Third Parties requisite to such transfer; and (li) all vehicles, vessels, trailers, software, computers and associated peripherals and all radio, telephone and other communications equipment, except for any such items shown on attached Schedule 1.02(d) and/or physically attached to a Well; and (j) any matter Contracts with respect to which consent to assignment is required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignmentbut has not been obtained.

Excluded Assets. The Assets shall not includeEach Seller excepts, reserves, and there is exceptedretains to itself all of its right, reserved title and excluded from the sale interest in and assignment contemplated hereby, to the following properties and assets (the “Excluded Assets”): (a) all corporate, financial, tax legal, and legal Tax records of Assignor such Seller, and all records and correspondence protected by or subject to attorney-client privilege; provided, that Buyer shall receive copies of any Tax records in Sellers’ possession to the extent that they relate exclusively to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade creditsall deposits, accounts receivablecash, proceeds or revenues checks in process of collection, cash equivalents, and funds attributable to the Assets and accruing for the period prior to the Effective Time; (c) subject to Section 13.04, all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereofrights, interests, and all claims that such Seller may have under any policy of insurance or indemnity, surety bond or any insurance or condemnation proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable recoveries from any Third Party relating to any periods of time property damage or casualty loss affecting the Assets occurring prior to the Effective Time; (d) subject to Section 13.04, all claims, whether in contract, in tort, or arising by operation of law, and whether asserted or unasserted as of the Closing Date (as defined in Section 10.01), that such Seller may have against any Person arising out of acts, omissions, or events, or injury to or death of persons or loss or destruction of or damage to property, relating in any way to the Assets that occurred prior to the Effective Time; provided, however, that no such claim may be settled, compromised, or otherwise resolved in a manner that results in an obligation borne by Buyer or the Assets on and after the Effective Time without the prior written consent of Buyer; (e) all proceeds from exchange traded futures contracts and over-the-counter derivative contracts of such Seller as to which such Seller has an open position as of the settlements Effective Time; (f) any and all rights to use such Seller’s names, marks, trade dress or insignia, or to use the name of Contract disputes with purchasers such Seller, and all of Hydrocarbons from such Seller’s intellectual property set forth on Exhibit F; (g) all amounts due or attributable payable to such Seller as adjustments to insurance premiums related to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any Assets for periods of time prior to the Effective Time; (fh) all bonds, letters claims of credit such Seller for any Tax refunds and guarantees, if any, posted by Assignor or its Affiliates loss carry-forwards and carry-backs with Governmental Authorities and respect to any Taxes relating to the Assets for periods prior to the Effective Time (determined in accordance with Section 9.03); (i) all audit rights and all amounts due or payable to such Seller as refunds, adjustments, or settlements of disputes arising under the Assets or Contracts for periods prior to the Effective Time; (j) all inventories of pipe, equipment and other personal property (i) set forth on Exhibit F or (ii) not used in connection with the Assets or with the production, treatment, sale, or disposal of Hydrocarbons, byproducts or waste produced therefrom or attributable thereto; (k) all other interests, rights, property, and assets of such Seller not located on or used in connection with the Assets or otherwise specifically included in the definition of the Assets; (gl) all rights, titles, claims and interests Hydrocarbons (or the proceeds from the sale of Assignor Hydrocarbons) produced from or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating attributable to the Assets and attributable to Leases or ▇▇▇▇▇ for periods of time prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing any Hydrocarbons located in tanks immediately prior to the date hereof under any joint operating agreements burdening the AssetsEffective Time; and (lm) any matter required to be excluded pursuant to the provisions vehicles and assets of Section 2.1(h) of this Assignment.Sellers more specifically described in Exhibit F.

Excluded Assets. The Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, the following (the “Excluded Assets”): (a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) the originals of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time Time, including those Hydrocarbons that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereofsale, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result of written confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof Effective Time under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.

Excluded Assets. The Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, the following (the “Excluded Assets”): (a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereofEffective Time, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceedsproceeds and attributable to periods of time prior to the Effective Time; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof Effective Time under any joint operating agreements burdening the Assets; (l) all commodity derivative contracts not listed on Exhibit A—Part 3; and (lm) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.

Excluded Assets. The Assets Notwithstanding anything to the contrary set forth herein, Seller shall not includereserve and retain all, and there is exceptedBuyer shall have no interest or rights in, reserved and excluded from the sale and assignment contemplated herebyto or under any, of the following properties and assets (such properties and assets, the “Excluded Assets”): (a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale Subject Oil and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time Gas Interests prior to the Effective Time, other than the Inventory Hydrocarbons (the “Retained Hydrocarbons”); (eb) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from trade credits, accounts, receivables, instruments, general intangibles and other proceeds, benefits, income or revenues attributable to the Properties, Properties (including settlement from the sale of take-or-pay disputes, insofar as said proceeds are attributable any Hydrocarbons) with respect to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods period of time prior to the Effective Time, other than (i) any Suspense Funds that are outstanding as of the Closing and for which an upward adjustment to the Purchase Price is made in accordance with Section 3.2(a)(iii)) and (ii) any Assigned Deposits; (c) all rights and interests of Seller (or any of its Affiliates) (i) under any policy or agreement of insurance or indemnity (including audit rightsall amounts due or payable to Seller as adjustments to insurance premiums related to the Properties), (ii) under any bond, (iii) to any insurance proceeds or award and (iv) to any condemnation proceeds or awards to the extent relating to any condemnation of the Properties prior to the Closing, and any of the Excluded Assets, at any time; (d) all claims of Seller (or any of its Affiliates) for refunds of, and any loss or credit carryovers or similar items with respect to, (i) Production Taxes attributable to any period of time prior to the Effective Time, (ii) income, franchise or similar Taxes of Seller of its Affiliates or (iii) any Taxes attributable to the Excluded Assets; (e) all of the Seller Marks and all of Seller’s proprietary computer software, patents, trade secrets, copyrights and other intellectual property; (f) all personal computers and associated peripherals and all radio and telephone equipment; (g) any items described on Schedule 2.2(g), all Retained Litigation, all Retained Properties and all Security Arrangements not set forth on Schedule 5.3; (h) all vehicles, rolling stock and drilling rigs, and all spare parts and tools; (i) all privileged attorney-client (i) communications compressors, generators, frac tanks, rig mats, gas processing equipment and (ii) other documents (other than title opinions)personal property that are under lease or consignment; (j) all materials contracts and information that cannot be disclosed agreements relating to Assignee as a result of confidentiality obligations to third partiesswaps, futures and other similar derivative-based transactions; (k) all amounts paid by third parties to Assignor master services agreements (including any purchase orders and work orders thereunder), field data collection agreements, consulting agreements and similar contracts and agreements for the supply of services or its Affiliates as overhead for periods of time accruing prior products both to the date hereof under any joint operating agreements burdening the Assets; andProperties and to other properties, assets or businesses of Seller; (l) any matter required to be excluded pursuant offices, office leases, office furniture or office supplies located at such offices; (m) all corporate, financial, Tax, legal (including all work product of, and attorney-client communications with, Seller’s (or any of its Affiliates’) legal counsel) (except any title reports or opinions relating to the provisions Properties) and, to the extent not relating to the Properties, other business data and records of Section 2.1(hSeller that relate to Seller’s business generally (or the business of any of Seller’s Affiliates) to the extent not related to the Properties and any corporate minute books and similar books and records of this AssignmentSeller; (n) all data and records relating to the proposed sale of the Properties, including all bids received from, and records of negotiations with, any Person other than Buyer and any of its Affiliates or representatives; (o) all geophysical, geological and other seismic and related technical data and information (including interpretive data and information) owned or licensed by Seller (or any of its Affiliates); (p) all employee information, internal valuation data, business plans, reserve reports, business studies and transaction proposals and related correspondence, data and information; and (q) the State Lease Letter Agreement. For the avoidance of doubt, the Conveyed Interest and the Properties do not include any of the Excluded Assets.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated herebyhereby (collectively, the following (the “"Excluded Assets”"): (a) all corporatecredits and refunds and all accounts, financialinstruments, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues and general intangibles (as such terms are defined in the Texas Uniform Commercial Code) attributable to the Assets and accruing prior to the Effective Time; (cb) all Hydrocarbons produced from claims of Seller for refunds of or attributable to the Properties loss carry forwards with respect to (i) ad valorem, severance, production or any periods of time other taxes attributable to any period prior to the Effective Time that are not Time, (ii) income or franchise taxes, or (iii) any taxes attributable to the other Excluded Assets, and such other refunds, and rights thereto, for amounts paid in storage connection with the Assets and attributable to the period prior to sale the Effective Time, including refunds of amounts paid under any gas gathering or transportation agreement; (c) all proceeds, income, revenues or hydrocarbon production (and that are upstream of any security or other deposits made) attributable to (i) the sales metering point as of Assets for any period prior to the date hereofEffective Time, and all proceeds attributable theretoor (ii) any other Excluded Assets; (d) all refunds personal computers and associated peripherals and all radio and telephone equipment and all of costsSeller's proprietary computer software, taxes or expenses attributable to any periods of time prior to the Effective Timetechnology, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (e) all proceeds from of Seller's rights and interests in geological and geophysical data that is interpretive in nature or which cannot be transferred without the settlements of Contract disputes with purchasers of Hydrocarbons from consent of, or attributable to the Propertiespayment to, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective TimeThird Party; (f) all bonds, letters documents and instruments of credit and guarantees, if any, posted Seller that may be protected by Assignor or its Affiliates with Governmental Authorities and relating to the Assetsan attorney-client privilege; (g) all rights, titles, claims data and interests other information that cannot be disclosed or assigned to Buyer as a result of Assignor confidentiality or its Affiliates similar arrangements under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceedsagreements with persons unaffiliated with Seller; (h) all audit rights and claims relating arising under any of the Contracts or otherwise with respect to any period prior to the Assets Effective Time or to any of the other Excluded Assets; (i) all corporate, partnership, income tax records, and documents subject to legal privilege (other than title); (j) all claims and causes of action of Seller (i) arising from acts, omissions, or events, or damage to or destruction of property, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts that are attributable to periods of time prior to the Effective Timetime (including claims for adjustments or refunds), including audit rights; or (iiii) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed with respect to Assignee as a result any of confidentiality obligations to third partiesthe Excluded Assets; (k) all amounts paid by third parties rights and interests of Seller (i) under any policy or agreement of insurance or indemnity, (ii) under any bond, or (iii) to Assignor any insurance or its Affiliates as overhead for periods condemnation proceeds or awards arising, in each case, from acts, omissions, or events, or damage to or destruction of time accruing property, occurring prior to the date hereof under any joint operating agreements burdening the Assets; andEffective Time; (l) any matter required amounts due or payable to be excluded pursuant Seller as adjustments to insurance premiums related to the provisions Assets with respect to any period prior to the Effective Time; (m) all (i) agreements and correspondence between Seller and Tristone Capital, LP (the "Advisor") relating to the transactions contemplated in this Agreement, (ii) lists of Section 2.1(hprospective purchasers for such transactions compiled by either Seller or the Advisor, (iii) bids submitted by other prospective purchasers of the Assets, (iv) analyses by Seller or the Advisor of any bids submitted by any prospective purchaser, (v) correspondence between or among Seller or Advisor, or either of their respective representatives, and any prospective purchaser other than Buyer, (vi) correspondence between Seller or Advisor or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of the Advisor, or the transactions contemplated in this AssignmentAgreement and (vii) the Kinder Morgan 2006 Permian Basin Divestiture -- ▇▇▇▇▇▇ction Process Memorandum dated May 2006, prepared by the Advisor and circulated to prospective purchasers; and (n) all cash, checks, funds, accounts receivable, accounts payable, promissory notes or general intangibles (as such terms are defined by the Uniform Commercial Code) attributable to Sellers' interests in the Assets with respect to any period prior to the Effective Date.

Excluded Assets. The Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated herebyNotwithstanding Section 1.1, the Purchased Assets do not include the following assets of Seller (the “Excluded Assets”): (a) all corporateAll rights and choses in action, financialarising, tax and legal records occurring or existing in favor of Assignor that relate Sellers prior to Assignor’s business generally the Effective Time or arising out of the operation of or production from the Purchased Assets prior to the Effective Time (including the ownership any and operation all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of the Assets) or that relate any nature in favor of Sellers and relating and accruing to any time period prior to the other Effective Time); provided, however, notwithstanding anything herein to the contrary, Excluded AssetsAssets shall not include any rights and choses in action arising or attributable to any royalty litigation with respect to the Purchased Assets regardless of whether such rights or choses in action are attributable to periods prior to, together with a duplicate copy (electronic on or otherwise) of all of after the FilesEffective Time; (b) any trade creditsAny accounts payable accruing before the Effective Time; (c) All corporate, accounts receivablefinancial, Tax and legal (other than title) records of Sellers; (d) All contracts of insurance or indemnity; (e) All Hydrocarbon production from or attributable to production from the Properties with respect to all periods prior to the Effective Time as described in Section 1.6 and all proceeds attributable thereto; (f) Any refund of costs, Taxes or revenues expenses borne by Sellers attributable to the Assets and accruing period prior to the Effective Time; (cg) all Hydrocarbons produced from or All deposits, cash, checks, funds and accounts receivable attributable to Sellers’ interests in the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods period of time prior to the Effective Time; (eh) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from Other than as set forth in Section 1.1(f), Section 1.1(g) or attributable to the Propertiesextent used exclusively in the operation of the Purchased Assets, the computer or communications software or intellectual property (including settlement of take-or-pay disputestapes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (fdata and program documentation and all tangible manifestations and technical information relating thereto) all bondsowned, letters of credit and guarantees, if any, posted licensed or used by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rightsSellers; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions)Any logo, service ▇▇▇▇, copyright, trade name or trademark of or associated with Sellers or any Affiliate of Sellers or any business of Sellers or of any Affiliate of Sellers; (j) all materials All vehicles, offices and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third partiesrelated office equipment; (k) all amounts paid All gathering or other pipeline systems and related equipment, inventory, easements, licenses and rights of way currently or subsequently owned by third parties to Assignor Sellers or its Affiliates as overhead for periods any Affiliate of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; andSellers including wellsite flow lines; (l) Other than as set forth in Section 1.1(f) or Section 1.1(g), any matter required to be excluded pursuant seismic data, geological or geophysical data, or other similar data relating to the provisions of Section 2.1(h) of this Assignment.Purchased Assets or any interpretations thereof or other data or records related thereto that Sellers may not assign or transfer under its existing agreements and licenses without making any additional payments or incurring any liability or obligation; and

Excluded Assets. The Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, the following (the “Excluded Assets”): (a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereofEffective Time, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceedsproceeds and attributable to periods of time prior to the Effective Time; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof Effective Time under any joint operating agreements burdening the Assets; (l) all commodity derivative contracts listed on Exhibit D; and (lm) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, Transaction the following (collectively, the “Excluded Assets”): (ai) all All corporate, financial, tax income, Tax and legal records of Assignor Seller that relate to Assignor’s ▇▇▇▇▇▇'s business generally and (including the ownership ii) all books, records and operation of the Assets) or files that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) All rights to any trade credits, accounts receivable, proceeds refunds for Taxes or revenues other costs or expenses borne by Seller or Seller's predecessors in interest and title attributable to the Assets and accruing periods prior to the Effective Time; (c) all Hydrocarbons produced from Seller's area wide bonds or attributable to authorizations used in the Properties with respect to any periods conduct of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable theretoSeller's business generally; (d) all refunds of costsAll trade credits, taxes accounts receivable, note receivables, take or expenses pay amounts receivable, and other receivables attributable to the Assets with respect to any periods period of time prior to the Effective Time; (ei) All vehicles and vehicle leases, (ii) equipment, inventory, machinery, fixtures and other tangible personal property and improvements located at or used solely in connection with any field office or yard of Seller or leased by Seller that is not used in connection with the Assets, (iii) any computers and related peripheral equipment that are not located on the Assets or not used solely in connection with the Assets, (iv) communications equipment that is not located on the Assets and not used solely in connection with the Assets, (v) communications licenses granted by the Federal Communications Commission or other governmental body, and (vi) all proceeds from the settlements office leases and laptop computers; (f) Any refunds due Seller by a third party for any overpayment of Contract disputes with purchasers of Hydrocarbons from rentals, royalties, excess royalty interests or production payments attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable Assets with respect to any periods period of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets;; and (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all All rights and claims relating obligations of Seller pursuant to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; (i) all privileged attorneythe Purchase and Sale Agreement, dated May 13, 2010, by and among Merit Management Partners I, L.P., Merit Management Partners II, L.P., Merit Energy Partners III, L.P., Merit Energy Partners D-client (i) communications III, L.P., Merit Energy Partners E-III, L.P. and Seller, and (ii) other documents (other than title opinions); (j) all materials the Purchase and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid Sale Agreement, dated October 14, 2010, by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignmentand among Summit West Resources LP, Summit Petroleum Management Corporation, Summit Group, Summit Petroleum LLC and Seller.

Excluded Assets. The Notwithstanding anything to the contrary set forth herein, the Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, include the following assets, properties and rights of the Company (collectively, the “Excluded Assets”): (a) the names SunLink, SunLink Health Systems, SunLink Healthcare and Southern Health Corporation of Jasper and all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Filesiterations thereof; (b) any trade credits, accounts receivable, proceeds or revenues attributable all ownership and other rights with respect to the Assets Company Benefit Plans, all ERISA Affiliate Plans and accruing prior to the Effective Timeany contracts or agreements related thereto; (c) all Hydrocarbons produced from any permit, approval, license, qualification, registration, certification, authorization or attributable similar right that by its terms is not transferable to the Properties with respect to any periods of time prior to the Effective Time that are Purchaser, including those indicated on Schedule 4.12 as not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable theretobeing transferable; (d) all refunds accounts and notes receivable, including any accounts or notes receivable from an Affiliate of costs, taxes the Company and any contingent worker’s compensation receivables accruing or expenses attributable relating to any periods of time period prior to the Effective TimeClosing; (e) all proceeds from the settlements charter documents of Contract disputes with purchasers the Company, minute books, stock ledgers, tax identification numbers, books of Hydrocarbons from or attributable account and other constituent records relating to the Properties, including settlement corporate organization of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective TimeCompany; (f) all bondsany rights to causes of action, letters lawsuits, judgments, claims, defenses, and demands, of credit and guarantees, if any, posted any nature available to or being pursued by Assignor the Company existing on the Closing Date or its Affiliates with Governmental Authorities and relating arising from the Company’s operations prior to the AssetsClosing Date whether or not accrued and whether or not disclosed; (g) all rights, titles, claims and interests of Assignor or its Affiliates the rights that accrue to the Company under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceedsthis Agreement; (h) all the Company’s rights to, and claims relating interest in, its provider agreements with the Medicare and Georgia Medicaid programs, including the provider numbers assigned under such programs to the Assets and attributable to periods of time prior to the Effective Time, including audit rightsBusiness; (i) all privileged attorney-client amounts payable to the Company with respect to third party payors pursuant to claims and/or cost reports of the Company for services rendered prior to the Closing (i) communications including all claims and (ii) other documents (other than title opinionssettlements made pursuant to the Indigent Care Trust Fund of the State of Georgia, or Medicare, Medicaid, Blue Cross, and CHAMPUS/TRICARE cost reports filed or to be filed by the Company for periods prior to the Closing Date); (j) all materials deposits, advances, pre-paid expenses and information that cancredits (collectively, the “Deposits”) and all rights and defenses in respect of indebtedness and other obligations not be disclosed to Assignee as a result of confidentiality obligations to third partiesassumed by the Purchaser hereunder; (k) any cash, cash equivalents or marketable securities and all amounts paid rights to any bank accounts of the Company; (l) all refunds, loss carryforwards, claims and defenses, of whatever nature relating to Taxes or insurance arising during or relating to any period prior to Closing; (m) the medical office building located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, and all equipment, furnishings, fixtures, agreements and Licenses related thereto together with all of the properties and assets owned by third parties to Assignor the Company on the date hereof that shall have been transferred or its Affiliates as overhead for periods disposed of time accruing prior by the Company or any Affiliate of the Company subsequent to the date hereof under any joint operating agreements burdening and prior to Closing in the Assetsordinary course of business without violation of this Agreement; and (ln) any matter required all right and interest in and to be excluded pursuant to the provisions of Section 2.1(h) of this AssignmentSoutheastern Healthcare Alliance, a nonprofit physicians health organization.

Excluded Assets. The Transferred Assets shall not include, and there is exceptedthe Seller reserves and retains all right, reserved title and excluded from the sale interest in and assignment contemplated hereby, to the following (collectively, the “Excluded Assets”): ): (a) all corporatereal property, financialincluding all real property subject to the Lease and Access Agreement; (b) all inventory, tax including raw materials, intermediates, products, byproducts and legal records wastes that is stored in the Tankage or the storage facilities located at the Terminal at or prior to the Closing; (c) the rights of Assignor that relate the Seller to Assignorthe name “Delek,” “Lion,” “▇▇▇▇” or any related or similar trade names, trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof; (d) all of the Seller’s business generally (including and any of its Affiliates’ right, title and interest in and to all accounts receivable and all notes, bonds, and other evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other activities occurring in connection with and attributable to the ownership and or operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Transferred Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guaranteessecurity arrangements, if any, posted by Assignor related thereto, including any rights with respect to any third party collection procedures or its Affiliates with Governmental Authorities and relating to the Assets; any other actions or proceedings in connection therewith; (ge) all rights, titles, claims and interests of Assignor the Seller or any of its Affiliates (i) under any insurance policy or agreementagreement of insurance, to (ii) under any insurance proceeds or bond, (iii) to or under any bond condemnation damages or awards in regard to any taking or (iv) to any insurance or bond proceeds; ; (hf) all claims, demands, causes of action, choses in action, rights of recovery, rights of set-off, rights to refunds, and claims similar rights in favor of the Seller or any of its Affiliates of any kind to the extent relating to (i) the Excluded Assets and attributable or (ii) the ownership of the Transferred Assets prior to periods of time the Effective Time (other than any damage to the Transferred Assets not repaired prior to the Effective Time, including audit rights; ); and (ig) all privileged attorney-client (i) communications of the right, title and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result interest of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior the Seller to the date hereof under any joint operating agreements burdening storage tanks located at the Assets; and (lEl Dorado Refinery and all spheres, bullets, valves, pumps, meters, recorders, fittings, improvements and other equipment related to such storage tanks, set forth on Schedule 2.3(g) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this AssignmentAgreement.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated herebyhereby (collectively, the following (the “Excluded Assets”): ): (a) all corporatecredits and refunds and all accounts, financialinstruments and general intangibles (as such terms are defined in the Wyoming Uniform Commercial Code) attributable to the Assets with respect to any period of time prior to the Closing Date; (b) all claims of Seller for refunds of or loss carry forwards with respect to (i) ad valorem, tax and legal records of Assignor that relate severance, production or any other taxes attributable to Assignor’s business generally any period prior to the Closing Date, (including ii) income or franchise taxes attributable to any period prior to the ownership and operation of the AssetsClosing Date, or (iii) or that relate any taxes attributable to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereofsuch other refunds, and all proceeds attributable rights thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes for amounts paid in connection with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time the period prior to the Effective TimeClosing Date, including audit rights; refunds of amounts paid under any gas gathering or transportation agreement; (c) all proceeds, income or revenues (and any security or other deposits made) attributable to (i) the Assets for any period prior to the Closing Date, or (ii) any other Excluded Assets for any period prior to the Closing Date; (d) all privileged of Seller’s proprietary computer software, technology, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (e) all of Seller’s rights and interests in geological and geophysical data that is interpretive in nature or which cannot be transferred without the consent of or payment to any Third Party as disclosed on Exhibit A; (f) all documents and instruments of Seller that may be protected by an attorney-client privilege; (ig) communications data and (ii) other documents (other than title opinions); (j) all materials and information of Seller unrelated to the Assets that cannot be disclosed or assigned to Assignee Buyer as a result of confidentiality obligations to third parties; or similar arrangements under agreements with persons unaffiliated with Seller; (kh) all amounts paid by third parties audit rights arising under any of the Contracts or otherwise with respect to Assignor or its Affiliates as overhead for periods of time accruing any period prior to the date hereof under Closing Date or to any joint operating agreements burdening of the Assets; and (l) other Excluded Assets for any matter required to be excluded pursuant period prior to the provisions Closing Date; and (i) all corporate, partnership, income tax records of Section 2.1(h) of this AssignmentSeller.

Excluded Assets. The Notwithstanding anything to the contrary in this Agreement, the Transferred Assets shall will not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, include any of the following (the “Excluded Assets”): (a) all corporateany cash, financial, tax short term investments or other cash equivalents of Seller and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the FilesDeposits; (b) any trade credits, accounts receivable, proceeds receivable or revenues attributable to the Assets and accruing prior to the Effective Timeother receivables of Seller; (c) all Hydrocarbons produced from any leases or attributable other agreements pertaining to the Properties with respect real property to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable theretowhich Seller is a party or is otherwise bound; (d) all refunds rights, benefits and interests of costs, taxes or expenses attributable to Seller arising under any periods of time prior to the Effective TimeContract that is not an Assumed Contract; (e) all proceeds from the settlements of Prepayments associated with any Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Timethat is not an Assumed Contract; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating Claims to the Assetsextent the claims relate to any Excluded Assets or Excluded Liabilities (the “Excluded Claims”); (g) all rights, titles, rights to or claims for refunds of Taxes (including any interest and interests of Assignor or its Affiliates under any insurance policy or agreement, penalties) with respect to any insurance proceeds and all Taxes of Seller that constitute Excluded Liabilities, including those imposed on property, income or to or under any bond or bond proceedspayrolls; (h) except as set forth in the Intellectual Property Assignment and License Agreement and other than the right to receive the services pursuant to the terms of the Transition Services Agreement, all rights to receive or use administrative and claims relating corporate (overhead, shared and other) services, systems and benefits of the kind provided to the Assets and attributable to periods of time Business by Seller directly, or indirectly through third-party service providers, prior to the Effective TimeClosing Date, including audit rights(i) information technology and information systems services and systems, including associated workstations, personal computers and laptop computers, (ii) quality assurance services, including return merchandise authorization services, (iii) reliability services, including qualification testing, (iv) sales and sales management services; (v) field applications engineering support services, (vi) customer service and order fulfillment services, (vii) product planning services, (vii) sales operations services and systems, including forecasting tools, (ix) foundry services, (x) design tools and systems, (xi) tool and library support services and systems, (xii) packaging services and systems, (xiii) technology services, (xiv) accounting services and systems, including accounts payable and accounts receivable services, (xv) purchasing services and systems, (xvi) shipping and receiving logistics services and systems, (xvii) technical writing and documentation services, (xviii) all tape-out and reticle services, (xix) travel services, (xx) telecommunications services and systems, (xxi) rights to use Applix, (xxii) rights to use Citrix, (xxiii) rights to use Concur, (xxiv) rights to use Documentum, (xxv) rights to use Access Databases, (xxvi) rights to use FactoryWorks and (xxvii) rights to use Help Desk; (i) all privileged attorney-client (i) communications Technology and (ii) the ▇▇▇▇ licensed, and all other documents (other than title opinions)Technology not otherwise licensed or assigned, by Seller to Buyer pursuant to the Intellectual Property Assignment and License Agreement; (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third partiesassets listed on Schedule 2.2(j); (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the AssetsExcluded Technology; and (l) any matter required to be excluded pursuant to without limiting the provisions generality of Section 2.1(h) of this Assignmentthe foregoing, all Excluded Products.

Excluded Assets. The Assets shall do not include, and there is exceptedSeller does hereby expressly except and exclude from this Agreement and the Transaction and reserves to itself, reserved and excluded from the sale and assignment contemplated hereby, each of the following (the “Excluded Assets”): (a) all corporaterights, financialclaims, tax and legal records causes of Assignor that action (including warranty and similar claims, indemnity claims, and defenses, and any and all contract rights, claims, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments, or other claims of any nature in favor of Seller), whether arising before, on, or after the Effective Time, to the extent such rights, claims, and causes of action relate to Assignor’s business generally (including the ownership and operation any of the Assets) Retained Liabilities or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the FilesSeller’s indemnity obligations under this Agreement; (b) any trade credits, accounts receivable, proceeds trade accounts, accounts payable (other than Suspense Funds), or revenues any other receivables attributable to the Assets and accruing prior to in the period before the Effective Time; (c) all Hydrocarbons produced from or attributable any documents related to the Properties process of selling the Assets, including Seller’s or its Affiliates’ economic projections or analyses relating to the Assets and any proposal received with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable theretoAssets; (d) all refunds corporate, financial (including consolidated financial statements), Tax, and legal (other than title opinions) records of costs, taxes or expenses attributable to any periods of time prior Seller unrelated to the Effective TimeAssets; (e) all proceeds from contracts of insurance and contractual indemnity rights unless otherwise assigned or transferred pursuant to Section 1.2(j); (f) except to the settlements of Contract disputes with purchasers of extent related to an upward adjustment to the Cash Consideration, all Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable Assets with respect to any all periods of time prior to the Effective Time; , and all proceeds attributable thereto (f) all bondsand, letters for the avoidance of credit doubt, excluding Inventory as of the Effective Time and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the AssetsImbalance Volumes); (g) all rightsclaims for refunds, titlescredits, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, similar benefits relating to any insurance proceeds or to or under any bond or bond proceedsSeller Taxes; (h) all rights documents and instruments of Seller (or any Affiliate of Seller) that are (1) subject to un-Affiliated third-Person contractual restrictions on disclosure or transfer (unless Buyer notifies Seller in advance in writing that it is willing to pay a specific fee associated therewith (if any), to such unaffiliated third Person in which case Seller will request that any such restriction be waived without the requirement for Seller to make payment of additional consideration), (2) interpretative or subjective data, (3) personnel information, and (4) Income Tax information and claims relating to the Assets retained by Seller received from, and attributable to periods records of time prior to the Effective Timenegotiations with, including audit rightsthird Persons and economic analyses associated therewith except as provided in Article IX; (i) all the files, records, and data relating to the Assets that are maintained by Seller or its Affiliates (1) on Seller’s or its Affiliate’s email systems or (2) in emails, schedules, notes, calendars, contacts, or task lists of the employees of Seller or its Affiliates, in each case of (1) and (2), excepting and excluding from the foregoing any privileged attorney-client (i) communications and (ii) other or documents (other than title opinions); (j) all materials geological surveys, seismic records, gravity maps, gravity meter surveys, seismic surveys and information other similar geological or geophysical surveys or data covering any portion of the Properties, in each case only to the extent such data is not transferable (including any such data that cannot be disclosed is only transferable, for example, upon the payment of any fee or additional consideration (unless Buyer agrees in advance in writing to Assignee as pay such fee or consideration)) or the transfer of which would result in a result breach of any confidentiality obligations restrictions owed to third partiesPersons other than Seller or its Affiliates; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating master service agreements burdening the Assets; andand all drilling contracts; (l) any matter required to be excluded pursuant logo, service ▇▇▇▇, copyright, trade name, domain name, phone number, or trademark of or associated with Seller or any Affiliate of Seller or any business of Seller or of any Affiliate of Seller; and (m) refunds due Seller by a third Person for any overpayment of rentals, royalties, excess royalty interests, or production payments attributable to the provisions Assets with respect to any period of Section 2.1(h) of this Assignmenttime prior to the Effective Time.

Excluded Assets. The Assets shall do not include, and there is exceptedSeller does hereby expressly except and exclude from this Agreement and the Transaction and reserves to itself, reserved and excluded from the sale and assignment contemplated hereby, each of the following (the “Excluded Assets”): (a) all corporaterights, financialclaims, tax and legal records causes of Assignor that action (including warranty and similar claims, indemnity claims, and defenses, and any and all contract rights, claims, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments, or other claims of any nature in favor of Seller), whether arising before, on, or after the Effective Time, to the extent such rights, claims, and causes of action relate to Assignor’s business generally (including the ownership and operation any of the Assets) Retained Liabilities or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the FilesSeller’s indemnity obligations under this Agreement; (b) any trade credits, accounts receivable, proceeds trade accounts, accounts payable (other than Suspense Funds), or revenues any other receivables attributable to the Assets and accruing prior to in the period before the Effective Time; (c) all Hydrocarbons produced from refunds due Seller by a third party for any overpayment of rentals, royalties, excess royalty interests, or production payments attributable to the Properties Assets with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods period of time prior to the Effective Time; (d) any documents related to the process of selling the Assets, including Seller’s or its Affiliates’ economic projections or analyses relating to the Assets and any proposal received with respect to the Assets; (e) all proceeds from corporate, financial (including consolidated financial statements), Tax, and legal (other than title opinions) records of Seller unrelated to the settlements Assets; (f) all contracts of Contract disputes with purchasers of insurance and contractual indemnity rights unless otherwise assigned or transferred pursuant to Section 1.2(j); (g) except to the extent related to an upward adjustment to the Cash Consideration, all Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable Assets with respect to any all periods of time prior to the Effective Time; , and all proceeds attributable thereto (f) all bondsand, letters for the avoidance of credit doubt, excluding Inventory as of the Effective Time and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceedsImbalance Volumes); (h) all rights and claims for refunds, credits, or similar benefits relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rightsSeller Taxes; (i) all privileged attorneydocuments and instruments of Seller (or any Affiliate of Seller) that are (1) subject to un-client Affiliated third-Person contractual restrictions on disclosure or transfer (iunless Buyer notifies Seller in advance in writing that it is willing to pay a specific fee associated therewith (if any), to such unaffiliated third Person in which case Seller will request that any such restriction be waived without the requirement for Seller to make payment of additional consideration), (2) communications interpretative or subjective data, (3) personnel information, (4) Income Tax information, (5) records of negotiations with third Persons and (ii) other documents (other than title opinions)economic analyses associated therewith; (j) all materials the files, records, and information data relating to the Assets that cannot be disclosed to Assignee as a result are maintained by Seller or its Affiliates (1) on Seller’s or its Affiliate’s email systems or (2) in emails, schedules, notes, calendars, contacts, or task lists of confidentiality obligations to third partiesthe employees of Seller or its Affiliates; (k) all amounts paid by third parties geological surveys, seismic records, gravity maps, gravity meter surveys, seismic surveys and other similar geological or geophysical surveys or data covering any portion of the Properties, in each case only to Assignor the extent such data is not transferable (including any such data that is only transferable, for example, upon the payment of any fee or additional consideration (unless Buyer agrees in advance in writing to pay such fee or consideration)) or the transfer of which would result in a breach of any confidentiality restrictions owed to Persons other than Seller or its Affiliates as overhead for periods Affiliates; (l) all master service agreements and all drilling contracts; (m) any logo, service ▇▇▇▇, copyright, trade name, domain name, phone number, or trademark of time accruing prior to the date hereof under or associated with Seller or any joint operating agreements burdening the AssetsAffiliate of Seller or any business of Seller or of any Affiliate of Seller; and (ln) any matter required cash amounts due from Tracker or its Affiliates to be excluded pursuant to the provisions of Seller or its Affiliates under Section 2.1(h2.2(c) of this Assignmentthe JDA-2 or under the Side Letter Agreement dated March 31, 2021, between SEG II and Tracker.

Excluded Assets. The Assets shall not includeEach of Seller and Buyer acknowledges and agrees that (i) all rights and Obligations under the Excluded Contracts, (ii) all Excluded Intellectual Property and there is exceptedall of Seller’s and its Affiliates’ (other than the Companies’) proprietary trade names, reserved trademarks and excluded trade dress including the Tesoro Marks, (iii) all rights of the Company related to or arising from trademark registrations for “Tesoro” or “2 Go Tesoro” or any derivations thereof, (iv) all assets and rights owned by third parties, (v) all documents and communications of Seller and its Affiliates (other than the sale Companies’) that are subject to the attorney-client privilege or that comprise attorney work product or the attorney-client relationship, (vi) all rights on the part of Seller, its Affiliates (other than the Companies’) and assignment contemplated herebytheir respective counsel to assert or rely upon the attorney-client privilege, (vii) any accounts receivable, notes receivable or other amounts that are receivable by the following Company or the Acquired Subsidiary from Seller or any of its Affiliates (subsection (i) through (vii) being collectively referred to as the “Excluded Assets”): ) will be retained by Seller (aor one or more of Seller and its Affiliates, as applicable) after the Closing. Immediately prior to Closing, the Companies shall distribute and transfer to Seller or its Affiliates (other than the Companies) or release and discharge all corporaterights to all Excluded Assets (other than those owned by third parties) not already in possession of Seller or its Affiliates (with such distribution and transfer referred to as the “Excluded Asset Transfer”). The Excluded Asset Transfer shall be made pursuant to bills of sale, financial, tax assignment and legal records of Assignor assumption agreements and such other general conveyance or release instruments as appropriate to transfer and assign title to or release and discharge rights to such Excluded Assets. Excluded Assets includes any Fuel Credits that (A) relate to Assignor’s business generally (including the ownership and or operation of the AssetsBusiness or the Assets and are in existence, acquired, generated, accrued or otherwise attributable to the period prior to the Closing, (B) or that do not otherwise relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all operation of the Files; Business or the Assets or (bC) any trade credits, accounts receivable, proceeds or revenues attributable relate to the Assets ownership or operation of any business by Seller or any of its Affiliates from and accruing after the Closing. In connection with the Fuel Credits enumerated in subsection (A) in the preceding sentence, Buyer and Seller acknowledge that pursuant to the terms of that certain Product Contract by and between Aloha Petroleum Ltd. and the Company, RINs for 2013 provided for thereunder will not actually be transferred to the Company until after the Closing Date. Upon actual receipt by the Company of such RINs, Buyer agrees to cause the Company to segregate such RINs that arose on or prior to the Effective Time; (c) all Hydrocarbons produced Closing Date from or attributable those RINs that arose after the Closing Date and to transfer such pre-Closing Date RINs for 2013 to Seller through the Properties Environmental Protection Agency’s Moderated Transaction System in accordance with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream Section 40 CFR 80.1452 of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this AssignmentRenewable Fuel Standard.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the purchase and sale and assignment contemplated herebyhereby (collectively, the following (the “Excluded Assets”): (a) all corporate, financial, income and franchise tax and legal records of Assignor Seller or B&D that relate to AssignorSeller’s or B&D’s business generally (including the ownership and operation of whether or not relating to the Assets) or ), and all books, records and files that relate to the Excluded Assets and the Excluded Records and copies of any other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the FilesRecords retained by Seller pursuant to Section 2.5; (b) all rights to any trade credits, accounts receivable, proceeds refund of Taxes or revenues other costs or expenses borne by Seller or Seller’s predecessors in interest and title attributable to the Assets and accruing periods prior to the Effective Time; (c) all Hydrocarbons produced from or rights to any refund of Taxes of B&D attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (ed) all proceeds from trade credits, account receivables, note receivables, and other receivables attributable to the settlements Assets including all revenues, royalties or payments arising out of Contract disputes with purchasers of Hydrocarbons from or attributable to the PropertiesApplicable Contracts, including settlement of take-or-pay disputes, insofar as said proceeds are attributable those royalties payable to Seller under the Poseidon SWD Lease with respect to any periods period of time prior to the Effective Time even if paid to Seller after the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (ge) all rights, titles, claims and interests of Assignor Seller or its Affiliates any Affiliate of Seller (i) to or under any insurance policy or agreement, to agreement of insurance or any insurance proceeds or to the extent attributable to the period prior to the Effective Time, and (ii) to or under any bond or bond proceeds; (f) all livestock and ranching operations related equipment and vehicles listed on Schedule 2.3(f); (g) the Farm and Ranch Accessories; (h) all rights the Oil and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights;Gas Rights; and (i) all privileged attorney-client (i) communications the Homestead and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this AssignmentResidential Improvements thereon.

Excluded Assets. The Notwithstanding any provision of this Agreement to the contrary, the Owned Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, include any of the following (collectively, the “"Excluded Assets”"): (a) Any and all corporatecash, financialbank deposits and other cash equivalents, tax and legal records certificates of Assignor that relate to Assignor’s business generally (including the ownership and operation deposits, marketable securities, cash deposits made by or on behalf of the AssetsFacility Owners (or the Predecessor Owners) or that relate to secure contract obligations (except to the other Excluded Assets, together with extent Seller receives a duplicate copy (electronic or otherwise) of all of the Files;credit therefor under Section 2.6). (b) Any and all rights in and to claims or causes of action of Seller or the Facility Owners or any trade creditsof their Affiliates against third parties (including, accounts receivablewithout limitation, proceeds for indemnification) with respect to, or revenues attributable which are made under or pursuant to the Owned Assets or the Excluded Assets, and accruing which arose prior to the Effective Time;date of Closing, it being specifically agreed that Seller shall be responsible for all costs and expenses (including attorneys fees) incurred in connection with the prosecution of such claims or causes of action. (c) all Hydrocarbons produced from All prepaid expenses (and rights arising therefrom or attributable related thereto) except to the Properties with respect to any periods of time prior to extent taken into account in determining the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto;Adjustment Amount under Section 2.6. (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time;All loan agreements and other instruments evidencing indebtedness for borrowed money. (e) All non-transferable contracts of insurance, all coverages and (subject to Section 13.17 below) proceeds thereunder and all rights in connection therewith, including, without limitation, rights arising from the settlements of Contract disputes any refunds due with purchasers of Hydrocarbons from or attributable respect to insurance premium payments to the Properties, including settlement of takeextent they relate to such non-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time;transferable insurance policies. (f) all bonds, letters All tangible personal property disposed of credit or consumed at or in connection with the Facilities between the date hereof and guarantees, if any, posted by Assignor or its Affiliates the Closing Date in accordance with Governmental Authorities the terms and relating to the Assets;provisions of this Agreement. (g) all rightsTo the extent now or hereafter held by or issued in the name of Seller, titles, claims and interests of Assignor Operator or its their Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinionsthe Facility Owners) and not transferable or assignable under applicable law, all Licenses (and any renewals, extensions, amendments or modifications thereof); (j) all materials , provided, however, that Seller shall, and information that cannot be disclosed shall cause Operator and the Affiliates of Seller and Operator, to Assignee as a result of confidentiality fulfill their obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.as

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved reserved, and excluded from the sale sale, transfer, and assignment contemplated hereby, hereby the following (collectively, the “Excluded Assets”): ): (a) all corporate, financial, tax trade credits and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade creditsaccounts, accounts receivable, proceeds or revenues checks, funds, promissory notes, instruments and general intangibles (as such terms are defined in the Texas Uniform Commercial Code) attributable to the Assets and accruing with respect to any period of time prior to the Effective Time; ; (b) all claims and causes of action of Seller (i) arising from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), or (iii) with respect to any of the other Excluded Assets; (c) all rights and interests of Seller (i) under any policy or agreement of insurance or indemnity, (ii) under any bond, or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time; (d) all Hydrocarbons produced from or attributable to the Properties Subject Interests with respect to any all periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; , together with all proceeds from the sale of such Hydrocarbons; (e) all proceeds from the settlements claims of Contract disputes Seller for refunds of or loss carry forwards with purchasers of Hydrocarbons from respect to (i) ad valorem, severance, production or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are any other taxes attributable to any periods of time period prior to the Effective Time; , (fii) all bondsincome, letters of credit and guaranteesmargin or franchise taxes, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating (iii) any taxes attributable to the other Excluded Assets; (g) all rights, titlesand such other refunds, claims and interests of Assignor or its Affiliates under any insurance policy or agreementrights thereto, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to for amounts paid in connection with the Assets and attributable to periods of time the period prior to the Effective Time, including audit rights; refunds of amounts paid under any gas gathering or transportation agreement; (f) all amounts due or payable to Seller as adjustments to insurance premiums related to the Assets with respect to any period prior to the Effective Time; (g) all proceeds, income or revenues (and any security or other deposits made) attributable to (i) the Assets for any period prior to the Effective Time, or (ii) any other Excluded Assets; (h) all vehicles, trailers, rolling stock, personal computers and associated peripherals and all radio, telephone and other communication equipment; (i) all privileged attorney-client (i) communications of Seller’s proprietary computer software, technology, patents, trade secrets, copyrights, names, trademarks, logos and (ii) other documents (other than title opinions); intellectual property; (j) all materials of Seller’s rights and interests in geological and geophysical data that cannot be transferred without the consent of, or payment to, any third party; (k) all documents and instruments of Seller that may be protected by an attorney-client privilege; (l) data and other information that cannot be disclosed or assigned to Assignee Buyer as a result of confidentiality obligations to third parties; or similar arrangements under agreements with persons unaffiliated with Seller; (km) all amounts paid by third parties audit rights arising under any of the Contracts or otherwise with respect to Assignor or its Affiliates as overhead for periods of time accruing any period prior to the date hereof under Effective Time; (n) all corporate, partnership, income tax and financial records of Seller; and (o) all (i) agreements and correspondence between Seller and any joint operating agreements burdening advisor of Seller (the “Advisor”) relating to the transactions contemplated in this Agreement, (ii) lists of prospective purchasers for such transactions compiled by either Seller or the Advisor, (iii) bids submitted by other prospective purchasers of the Assets; and , (liv) analyses by Seller or the Advisor of any matter required bids submitted by any prospective purchaser, (v) correspondence between or among Seller or the Advisor, or either of their respective representatives, and any prospective purchaser other than Buyer, and (vi) correspondence between Seller or the Advisor or any of their respective representatives with respect to be excluded pursuant to any of the provisions bids, the prospective purchasers, the engagement or activities of Section 2.1(h) of the Advisor, or the transactions contemplated in this AssignmentAgreement.

Excluded Assets. The Assets shall do not include, and there is excepted, reserved hereby expressly excepted and excluded from the sale therefrom and assignment contemplated herebyreserved to Seller, the following (collectively, the “Excluded Assets”): (ai) (A) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues notes receivable, and other receivables attributable to the Assets with respect to any period of time prior to the Effective Time, (B) all deposits, cash, checks in process of collection, cash equivalents, and accruing funds attributable to the Assets with respect to any period of time prior to the Effective Time, and (C) funds attributable to third parties for the sale of Hydrocarbons prior to the Effective Time; (cii) Claims (A) arising from acts, omissions, or events, or damage to or destruction of property occurring prior to the Effective Time; or (B) affecting any of the other Excluded Assets or Retained Liabilities; (iii) all rights, titles, claims, and interests of Seller arising prior to the Effective Time (A) under any policy or agreement of insurance or indemnity, (B) under any bond, or (C) to any insurance proceeds or awards; (iv) all Hydrocarbons produced from or attributable to the Properties Assets with respect to all periods prior to the Effective Time, excluding all rights and interests with respect to Imbalances as of the Effective Time to the extent the Base Purchase Price is adjusted pursuant to Section 2.03, together with all proceeds from or attributable to such Hydrocarbons, except to the extent that such Hydrocarbons are the subject of an adjustment to the Purchase Price pursuant to Section 2.3; (v) claims of Seller for refund of, or loss carry forwards with respect to (A) production, ad valorem, property, severance, excise, or any other Taxes attributable to the Assets during any period prior to the Effective Time, (B) income or franchise taxes imposed on Seller or its Affiliates, and (C) all other Taxes attributable to any of the other Excluded Assets, including credits or refunds related to high cost gas severance Tax exemptions; (vi) all amounts due or payable to Seller as adjustments or refunds under any contracts, with respect to periods prior to the Effective Time, specifically including (A) credits, adjustments, or refunds under any order, act, statute, rule, law, or regulation, (B) amounts recoverable from audits under operating agreements, but excluding all rights and interests with respect to Imbalances as of time the Effective Time except to the extent such Imbalances are the subject of an adjustment to the Base Purchase Price pursuant to Section 2.3, and (C) claims for refund of legal fees incurred prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable theretopending interpleader action described on Schedule 3.4; (dvii) all refunds of costs, taxes amounts due or expenses attributable payable to Seller as adjustments to insurance premiums related to any periods of time period prior to the Effective Time; (eviii) all proceeds from the settlements of Contract disputes proceeds, benefits, income, or revenues accruing (and any security or other deposits made) with purchasers of Hydrocarbons from or attributable respect to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (fA) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rightsbut excluding all rights and interests with respect to Imbalances as of the Effective Time except to the extent such Imbalances are the subject of an adjustment to the Base Purchase Price pursuant to Section 2.3; and (B) any of the other Excluded Assets; (iix) all privileged seismic, geochemical, and geophysical information which Seller does not have the clear right to transfer to Buyer; (x) the Transportation Agreements, in accordance with Section 5.11; (xi) all of Seller’s and its Affiliates’ intellectual property, including proprietary computer software, patents, trade secrets, copyrights, names, marks, and logos, but not including proprietary seismic, geochemical, and geophysical information and data to be transferred pursuant to this Agreement; (xii) any pipelines, fixtures, tanks, or equipment located on the Assets that belong to third parties (other than Affiliates of Seller), such as lessors or purchasers of Hydrocarbons; (xiii) any Property Agreement that is identified as a Required Consent and as to which the necessary consents to transfer are not obtained as contemplated by Section 5.4; (xiv) all documents of Seller that may be protected by an attorney-client (i) communications and (ii) other documents privilege (other than title opinionsopinions and work product relating to any litigation or disputes assumed by ▇▇▇▇▇); (jxv) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third partiesleased vehicles; (kxvi) Seller’s Emergency Response Trailer; (xvii) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening software even if used exclusively in connection with the Assets; (xviii) subject to Section 5.8(b), all radio telemetry equipment, tower leases, related radio equipment leases and radio licenses; (xix) all computers, telephone equipment, office equipment and computer peripherals and printers not located in the Field Offices or not owned by Seller (even if physically located in the Field Offices), cell phones and blackberries; and (lxx) any matter required to be excluded pursuant subject to the provisions terms of Section 2.1(h) of this Assignmentthe Side Letter Agreement (as hereinafter defined), the properties described on Schedule 1.2.

Excluded Assets. The Purchased Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, specifically exclude all of the following assets, rights, business, Claims or properties owned by Seller (the “Excluded Assets”): (a) all corporateof Seller’s cash and cash equivalents, financialmarketable securities, tax prepaid expenses, advance payments, surety accounts, deposits and legal records of Assignor that relate to Assignor’s business generally other similar prepaid items (including for the ownership and operation purchase of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Filesnatural gas); (b) any trade creditsassets, accounts receivable, proceeds property and other rights held or revenues attributable to owned by Seller and its Affiliates that are not located on the Assets and accruing prior to the Effective TimeReal Property; (c) all Hydrocarbons produced from forecasts, financial information or attributable financial statements and proprietary manuals (except rights to use manuals specific to and necessary for the operation of the Generating Facility) prepared by or used by Seller or its Affiliates to the Properties with respect to any periods of time prior extent not relating exclusively to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable theretoGenerating Facility; (d) all of Seller’s rights under Contracts that are not Assigned Contracts; (i) all rights to Claims, refunds of costsor adjustments, taxes and all other refunds or expenses attributable adjustments with respect to the Excluded Assets or, to the extent related to any periods of time Excluded Liabilities, the Purchased Assets relating to any proceeding before any Governmental Body relating to the period prior to the Effective Time; Closing, (eii) all rights to insurance proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Propertiesother insurance recoveries that relate to, including settlement of take-or-pay disputesor are reimbursement for, insofar as said proceeds are attributable to any periods of time Seller’s or Seller’s Affiliate’s expenditures made prior to the Effective TimeClosing Date and (iii) all rights to insurance proceeds or other insurance recoveries to the extent relating to the Excluded Assets or, to the extent related to any Excluded Liabilities, the Purchased Assets relating to the period prior to the Closing; (f) all bondsany asset of Seller that would constitute a Purchased Asset (if owned by Seller on the Closing Date) that is, letters with Buyer’s written consent (not to be unreasonably withheld, conditioned or delayed), conveyed or otherwise disposed of credit and guarantees, if any, posted during the period from the date hereof until the Closing Date as otherwise permitted by Assignor or its Affiliates with Governmental Authorities and relating to the AssetsSection 5.01 of this Agreement; (g) all rightslosses, titlesloss carry forwards and rights to receive refunds, claims credits and interests of Assignor or its Affiliates under any insurance policy or agreement, loss carry forwards with respect to any insurance proceeds and all Taxes of Seller incurred or accrued on or prior to or under any bond or bond proceedsthe Closing Date, including interest receivable with respect thereto; (h) all rights and claims relating to the Assets and attributable to periods other assets, rights, business, Claims or properties owned by Seller or an Affiliate of time prior to the Effective Time, including audit rights;Seller not specifically set forth in Section 2.01; and (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor the assets, rights, business, Claims or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of properties set forth on Section 2.1(h2.02(i) of this Assignmentthe Seller Disclosure Schedule.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is are excepted, reserved and excluded from the sale and assignment contemplated herebyhereby (the following, the following (collectively, the “Excluded Assets”): ): (a) all corporatetrade credits and refunds (other than those relating to Taxes, financialwhich are governed by (e) below) and all accounts, tax instruments and legal records of Assignor that relate to Assignor’s business generally general intangibles (including as such terms are defined in the ownership and operation of the Assets) or that relate to the other Excluded AssetsTexas Uniform Commercial Code), together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing with respect to any period of time prior to the Effective Time; , except to the extent relating to pre- Effective Time obligations or liabilities assumed by Buyer under this Agreement; (b) all claims and causes of action of Seller arising from acts, omissions or events occurring prior to the Effective Time, except to the extent relating to pre-Effective Time obligations or liabilities assumed by Buyer under this Agreement; (c) all rights and interests of Seller (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or deposit or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time; (d) all Hydrocarbons produced from or attributable to the Properties Subject Interests with respect to any all periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; together with all proceeds from the sale of such Hydrocarbons; (ie) all privileged attorney-client claims of Seller for refunds of or loss carry forwards with respect to any Taxes, and refunds for amounts paid in connection with the Assets, attributable to any period prior to the Effective Time; (i) communications and (ii) other documents (other than title opinions); (jf) all materials amounts due or payable to Seller as adjustments to insurance premiums related to the Assets with respect to any period prior to the Effective Time; (g) all proceeds, income or revenues (and any security or other deposits made) attributable to the Assets for any period prior to the Effective Time; (h) all data and other information that cannot be disclosed or assigned to Assignee as a result Buyer without the consent of confidentiality obligations or payment to third parties; any Third Party (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing the “Third Party Confidential Data”); provided that, prior to the date hereof under Closing, Seller shall use its reasonable efforts to obtain waivers or consents from such Third Parties to the transfer or use of the Third Party Confidential Data to or by Buyer, provided that Buyer pays any joint operating agreements burdening the Assetsfees or other sums of Third Parties requisite to such transfer; and (li) all vehicles, vessels, trailers, software, computers and associated peripherals and all radio, telephone and other communications equipment, except for any such items shown on attached Schedule 1.02(d) and/or physically attached to a Well; and (j) any matter Contracts with respect to which consent to assignment is required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignmentbut has not been obtained.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale sale, transfer and assignment contemplated herebyhereby the following excluded properties, rights and interests (collectively, the following (the “"Excluded Assets”"): (a) all corporatethose assets, financialinterests, tax rights and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Filesproperties described in Exhibit C; (b) any all trade creditscredits and all accounts, accounts receivable, proceeds or revenues instruments and general intangibles attributable to the Assets and accruing with respect to any period of time prior to the Effective Time; (c) all Hydrocarbons produced from except for those Claims or attributable rights against a third party for which Buyer has agreed to indemnify Seller pursuant to the Properties terms of this Agreement, all Claims of Seller, (i) arising from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts that are attributable to periods of time prior to the Effective Time that are not in storage prior (including claims for adjustments or refunds), or (iii) with respect to sale and that are upstream any of the sales metering point as of the date hereof, and all proceeds attributable theretoother Excluded Assets; (d) all refunds rights and interests of costsSeller, (i) under any policy or agreement of insurance or indemnity, (ii) under any bond, taxes or expenses attributable or (iii) to any periods insurance or condemnation proceeds or awards arising in each case from acts, omissions or events, or damage to or destruction of time property, occurring prior to the Effective Time; (e) all Hydrocarbons produced from or otherwise attributable to the Subject Interests with respect to all periods prior to the Effective Time, excluding those Hydrocarbons referenced in Section 1.02 (g) together with all proceeds from the settlements sale of Contract disputes such Hydrocarbons, and all Tax credits attributable thereto; (f) all Claims of Seller for refunds of or loss carry forwards with purchasers of Hydrocarbons from respect to (i) ad valorem, severance, production or any other Taxes attributable to any period prior to the Effective Time, (ii) income, gross margin or franchise Taxes, (iii) any Taxes attributable to the Propertiesother Excluded Assets, and such other refunds, and rights thereto, for amounts paid in connection with the Assets and attributable to the period prior to the Effective Time, including settlement refunds of take-or-pay disputes, insofar amounts paid under any gas gathering or transportation agreement; (g) all amounts due or payable to Seller as said proceeds are attributable adjustments to insurance premiums related to the Assets with respect to any periods of time period prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights proceeds, income or revenues (and claims relating any security or other deposits made) attributable to the Assets and attributable to periods of time for any period prior to the Effective Time, including audit rightsor any other Excluded Assets; (i) subject to Section 1.02(f), all privileged attorney-client (i) communications of Seller's proprietary technology and (ii) improvements, computer software, patents, trade secrets, copyrights, names, trademarks, logos and other documents (other than title opinions)intellectual property; (j) all materials documents and instruments of Seller that may be protected by an attorney-client or other privilege; (k) data, information and other property, rights or interests that cannot be disclosed or assigned to Assignee Buyer as a result of confidentiality obligations to third partiesor similar arrangements; (kl) all amounts paid by third parties audit rights arising under any of the Contracts or otherwise with respect to Assignor or its Affiliates as overhead for periods of time accruing any period prior to the date hereof under Effective Time or to any joint operating agreements burdening of the other Excluded Assets; (m) all computers, printers and other electronic equipment located in any buildings, offices or trailers that may belong to Seller and that may constitute part of the Assets, including, all software and electronic data relating in any way to such electronic equipment; (n) All corporate, income tax and financial records of Seller not included in the Records; and (lo) all agreements providing for options, swaps, floors, caps, collars, forward sales or forward purchases involving commodities or commodity prices, or indexes based on any matter required to be excluded pursuant to of the provisions of Section 2.1(h) of this Assignmentforegoing and all other similar agreements and arrangements.

Excluded Assets. The Transferred Assets shall not include, and there is exceptedthe Seller reserves and retains all right, reserved title and excluded from the sale interest in and assignment contemplated hereby, to the following (collectively, the “Excluded Assets”): (a) all corporatereal property, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate all real property subject to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the FilesLease and Access Agreement; (b) any trade creditsall inventory, accounts receivableincluding raw materials, proceeds intermediates, products, byproducts and wastes that is stored in the Tankage or revenues attributable to the Assets and accruing storage facilities located at the Terminal at or prior to the Effective TimeClosing; (c) all Hydrocarbons produced from or attributable the rights of the Seller to the Properties with respect to name “Delek,” “Lion,” “▇▇▇▇” or any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereofrelated or similar trade names, and all proceeds attributable theretotrademarks, service marks, corporate names or logos, or any part, derivative or combination thereof; (d) all refunds of coststhe Seller’s and any of its Affiliates’ right, taxes or expenses title and interest in and to all accounts receivable and all notes, bonds, and other evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other activities occurring in connection with and attributable to any periods the ownership or operation of time the Transferred Assets prior to the Effective TimeTime and the security arrangements, if any, related thereto, including any rights with respect to any third party collection procedures or any other actions or proceedings in connection therewith; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor the Seller or any of its Affiliates (i) under any insurance policy or agreementagreement of insurance, to (ii) under any insurance proceeds or bond, (iii) to or under any bond condemnation damages or awards in regard to any taking or (iv) to any insurance or bond proceeds; (hf) all claims, demands, causes of action, choses in action, rights of recovery, rights of set-off, rights to refunds, and claims similar rights in favor of the Seller or any of its Affiliates of any kind to the extent relating to (i) the Excluded Assets and attributable or (ii) the ownership of the Transferred Assets prior to periods of time the Effective Time (other than any damage to the Transferred Assets not repaired prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; and (lg) any matter required to be excluded pursuant all of the right, title and interest of the Seller to the provisions of Section 2.1(hstorage tanks located at the El Dorado Refinery and all spheres, bullets, valves, pumps, meters, recorders, fittings, improvements and other equipment related to such storage tanks, set forth on Schedule 2.3(g) of to this AssignmentAgreement.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale sale, transfer and assignment contemplated hereby, hereby the following excluded properties, rights and interests (collectively, the “Excluded Assets”): (a) all corporatetrade credits and all accounts, financial, tax instruments and legal records of Assignor that relate to Assignor’s business generally general intangibles (including as such terms are defined in the ownership and operation of the Assetsapplicable Uniform Commercial Code) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods period of time prior to the Effective Time; (eb) all proceeds claims and causes of action of Seller: (i) arising from the settlements acts, omissions or events, or damage to or destruction of Contract disputes with purchasers of Hydrocarbons from or attributable to the Propertiesproperty, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time occurring prior to the Effective Time;, (fii) all bonds, letters of credit and guarantees, if any, posted by Assignor arising under or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, respect to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to of the Assets and Contracts that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), or (iii) with respect to any of the other Excluded Assets; (c) all rights and interests of Seller: (i) under any policy or agreement of insurance or indemnity, (ii) under any production-related or other bond, or (iii) to any insurance or condemnation proceeds or awards arising in each case from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time; (d) all Hydrocarbons produced from or otherwise attributable to the Subject Interests with respect to all periods prior to the Effective Time, together with all proceeds from the sale of such Hydrocarbons, and all Tax credits attributable thereto; (e) all claims of Seller for refunds of or loss carry forwards with respect to: (i) ad valorem, severance, production or any other Taxes attributable to any period prior to the Effective Time, (ii) income, margin or franchise Taxes, and (iii) any Taxes attributable to the other Excluded Assets, and such other refunds, and rights thereto, for amounts paid in connection with the Assets and attributable to the period prior to the Effective Time, including audit rightsrefunds of amounts paid under any gas gathering or transportation agreement; (f) all abandoned or unclaimed property reportable under any state or local unclaimed property, escheat or similar Law where the dormancy period elapsed prior to the Closing Date; (g) all amounts due or payable to Seller as adjustments to insurance premiums related to the Assets with respect to any period prior to the Effective Time; (h) all proceeds, income or revenues (and any cash, checks in the process of collection, cash equivalents, accounts and notes receivable, security or other deposits made) attributable to: (i) the Assets for any period prior to the Effective Time, or (ii) any other Excluded Assets; (i) all privileged of Seller’s proprietary technology and improvements, computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (j) all geophyiscal, seismic and similar data, and any interpretations and derivatives thereof, owned by Seller or owned by a third party and in which Seller has an interest, to the extent such items are not assignable to Purchaser (even upon payment of a fee to a third party that Purchaser has agreed to pay). (k) all documents and instruments of Seller that are protected by an attorney-client privilege (i) communications and (ii) other documents (other than excluding title opinions); (jl) all materials data, information and information other property, rights or interests that cannot be disclosed or assigned to Assignee Purchaser as a result of confidentiality obligations to or similar arrangements in favor of third parties, provided that Seller has used commercially reasonable efforts to obtain consent to disclosure or assignment thereof from the applicable third party, provided further that Seller will have no obligation to provide consideration in exchange for such consent unless Purchaser agrees to reimburse Seller for such consideration; (km) all amounts paid by third parties audit rights arising under any of the Contracts or otherwise with respect to Assignor or its Affiliates as overhead for periods of time accruing any period prior to the date hereof under Effective Time or to any joint operating agreements burdening of the other Excluded Assets; (n) (i) personal computer equipment, vehicles, and photocopy machines and other office furniture, fixtures and equipment, wherever located, (ii) all leased vehicles and equipment, the leases for which are not listed on Exhibit A, Schedule 2, and (iii) all third-party equipment and property located on or used in connection with the Assets; and, including contractor equipment; (lo) all office leases; (p) all corporate, Tax, financial and legal (other than title) records of Seller, other than the Records; (q) all Hedge Contracts; (r) all contracts and agreements between Seller and Operator; and (s) any matter required to be Assets excluded pursuant to Article V. It is understood and agreed by the provisions Parties that certain of Section 2.1(h) the Excluded Assets may not be embraced by the term “Assets,” and therefore the fact that certain properties, rights, and interests have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Assets and shall not be used to interpret the meaning of this Assignmentany word or phrase used in describing the Assets.

Excluded Assets. The Notwithstanding any other provision of this Agreement to the contrary, the following Assets shall not includeof Glamourous existing on the Closing Date (collectively, and there is excepted, reserved and the "Excluded Assets") are excluded from the sale and assignment contemplated hereby, the following (the “Excluded Assets”): (a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Purchased Assets and accruing prior to shall remain the Effective Time; (c) all Hydrocarbons produced from or attributable to property of Glamourous after the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights;Closing: (i) all privileged attorney-client (i) communications and Retained Liabilities, which shall consist of 100% of the liabilities of Glamourous Group Holding; (ii) other documents (other than title opinions)all minute books, seals, equity record books and equity transfer records of Glamourous and Tax Returns and Tax records of Glamourous and the books and records of Glamourous; (jiii) all materials personnel records and information other records that cannot be disclosed Glamourous is required by law to Assignee as a result of confidentiality obligations to third partiesretain in its possession; (kiv) all amounts paid right, title or interest of Glamourous under any Contract, other than the Assumed Contracts; (v) all commissions, trade accounts payable and all trade debts payable by third parties Glamourous Group Holding; (vi) the right of Glamourous to Assignor claim for net refunds of income Taxes or its Affiliates as overhead gross receipts Taxes of Glamourous in excess of deficiencies for periods of time accruing any period or with respect to any event, adjustment or occurrence prior to the date hereof under Closing Date; (vii) prepaid Taxes, refunds of Taxes and Tax loss carry forwards including interest thereon or claims therefor for any joint operating agreements burdening period or portion thereof ending on or prior to the AssetsClosing Date; (viii) all insurance policies of the Glamourous to the extent not transferable; (ix) any refunds of insurance premiums with respect to any of Glamourous' insurance policies; and (lx) any matter required to be excluded pursuant all rights of Glamourous under this Agreement, including with respect to the provisions of Section 2.1(h) of this AssignmentPurchase Price.

Excluded Assets. The Assets shall not includeNotwithstanding anything in this Assignment to the contrary, Assignor hereby reserves and there is exceptedretains, reserved and excluded from the sale and assignment contemplated herebyon its own behalf or on behalf of certain of its Affiliates, all of the following assets (the “"Excluded Assets”"): (a) the right to drill additional ▇▇▇▇▇ within the Wellbore Only Sections or to include the Wellbore Only Sections in a drilling or pooled unit attributable to additional ▇▇▇▇▇; (b) all corporateof Assignor's minute books and Tax, financial, tax and legal accounting or financial records of Assignor (including Tax Returns) that relate to Assignor’s 's business generally (but not including the ownership and operation of the Assets) or that relate to the other Excluded Assets), together with a duplicate copy (electronic or otherwise) and all paper records and physical files; 2 Fee: $62 00 Doc: $0.00 ▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇ MIiis County Clerk State of all of the Files;OK (bc) any all trade credits, all accounts receivablereceivables, proceeds if any, and all other proceeds, income or revenues attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods period of time prior to the Effective Time that are not in storage prior (excluding Designated Accounts Receivable) or to sale and that are upstream the Excluded Assets with respect to any period of the sales metering point as of the date hereof, and all proceeds attributable theretotime; (d) all refunds claims, causes of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit action and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests other rights of Assignor arising under or its Affiliates under with respect to (i) any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and that are attributable to periods of time prior to the Effective Time including claims for adjustments or refunds and (ii) any other Excluded Assets; (e) rights and interests of Assignor (i) under any policy or agreement of insurance or (except to the extent related to any Assumed Obligations) indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of property; (f) all Hydrocarbons produced from the ▇▇▇▇▇ with respect to all periods prior to the Effective Time other than those Hydrocarbons produced from or allocated to the ▇▇▇▇▇ and in storage or existing in stock tanks, pipelines or plants (including inventory) as of the Effective Time; (g) all claims of Assignor or its Affiliates for refunds or credits of or loss carry forwards with respect to (i) Asset Taxes attributable to any period, or portion of any Straddle Period, prior to the Effective Time, including audit rights(ii) Income Taxes, or (iii) any Taxes attributable to the Excluded Assets; (h) personal computers, any central SCADA server and all software associated with any SCADA system included in the Assets, network equipment and associated peripherals; (i) all privileged of Assignor's proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; U) all documents and instruments and other data or information of Assignor that may be protected by an attorney-client (i) communications and (ii) other documents (other than title opinions)privilege; (jk) all materials documents and instruments and other data or information that cannot be disclosed to Assignee as a result of confidentiality obligations to third partiesarrangements under agreements with Third Parties; (kI) all amounts paid by third parties audit rights arising under any of the Applicable Contracts or otherwise with respect to Assignor or its Affiliates as overhead for periods of time accruing (i) any period prior to the date hereof under any joint operating agreements burdening Effective Time, with respect to the Assets; and , or (lii) any matter required to be excluded pursuant to of the provisions of Section 2.1(h) of this Assignment.Excluded Assets;

Excluded Assets. The Assets shall Seller is selling its interest in the Assets, but is not include, selling and there is excepted, reserved retaining its interest in and excluded from to the sale and assignment contemplated herebyExcluded Assets. As used herein, the following (the term “Excluded Assets”): (a) ” refers to all corporateof Seller’s right, financialtitle, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership interest in and operation of the Assets) or that relate to the other Excluded Assetsfollowing: A. All company records and files, together with a duplicate copy (electronic or otherwise) of all of including tax related records, to the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable extent not related to the Assets and accruing any copies of the Records that Seller chooses to retain; B. All deposits, cash, checks, funds and accounts receivable attributable to Seller’s interest in the Assets with respect to any period prior to the Effective Time; (c) all C. All Hydrocarbons produced from or attributable to the Properties Assets with respect to any periods of time period prior to the Effective Time that (other than any Hydrocarbons attributable to the Assets which, at the Effective Time, are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, storage) and all proceeds attributable theretoassociated therewith; D. All receivables and cash proceeds which were expressly taken into account and for which credit was given in the determination of the adjustments to the Purchase Price pursuant to Section 2.4 and 13.1; E. Claims of Seller for refund of or loss carry forwards with respect to (di) all refunds of costs, taxes or expenses Taxes attributable to any periods of time period prior to the Effective Time; Time and (eii) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or Taxes attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Excluded Assets; (g) F. Except as otherwise provided in Section 4.5, all rights, titles, claims and interests of Assignor Seller or its Affiliates any affiliate of Seller under any insurance policy or agreementagreement of insurance, to any insurance proceeds or to or under any bond or bond proceedsany insurance or condemnation proceeds or awards; (h) all rights and claims relating to the Assets and attributable to periods G. Any logo, service ▇▇▇▇, copyright, trade name or trademark of time prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result or associated with Seller or any of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor its affiliates or any business or division of Seller or any of its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assetsaffiliates; and (l) any matter required to be H. Any Asset excluded from this Agreement pursuant to the provisions of Section 2.1(h) Sections 4.6A, 4.6B.1 and 5.2C of this AssignmentAgreement, together with the pro-rata share of all Hydrocarbons associated therewith and all other assets attributable or appurtenant thereto.

Excluded Assets. The Assets shall Notwithstanding the foregoing or any other provision of this Agreement to the contrary, Genius will retain and not includecontribute, convey, assign or transfer, and there is excepted, reserved and excluded from the sale and assignment contemplated herebyDistributor will not acquire, the following (collectively, the “Excluded Assets”): (ai) all corporateCorporate seals, financialcertificates of incorporation, tax and legal minute books, stock transfer records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate other records related to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) corporate organization of all of the FilesGenius; (bii) The claims, demands, rights or causes of action described on Section 1.1(b)(ii) of the Genius Disclosure Letter, and any trade creditscash, accounts receivable, proceeds assets or revenues attributable to the Assets and accruing prior to the Effective Timeother property recovered by Genius therefrom; (ciii) all Hydrocarbons produced Any recovery of cash, assets or other property received by Genius that represents a return of or on any amounts or obligations previously paid or incurred by Genius in connection with any Excluded Liability, including without limitation (A) recovery of costs, legal fees and penalties in an Action or Legal Proceeding constituting an Excluded Liability, (B) recovery from appeal of an Action or attributable Legal Proceeding constituting an Excluded Liability, and (C) claims initiated by Genius arising from an Excluded Liability to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable theretoextent such recovery reimburses Genius’s out-of-pocket expenses related thereto incurred after Closing; (div) (A) Benefit plans and contracts of insurance of Genius for employee group medical, dental and life insurance plans and (B) all refunds insurance policies of costsGenius, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from extent that the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable parties mutually agree that any such items should not be transferred to the PropertiesDistributor, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior and subject to the Effective Time; (f) all bondsobligation of the Distributor to reimburse Genius for the costs thereof as provided in the Services Agreement, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rightsextent that the Distributor receives the benefits of these plans, titles, claims contracts and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assetspolicies; and (lv) any matter required to be excluded pursuant to All rights of Genius under this Agreement and the provisions of Section 2.1(h) of this Assignmentother Transaction Agreements.

Excluded Assets. The Assets shall Each of Seller and Buyer acknowledges and agrees that (i) all rights and Obligations under the Excluded Contracts, (ii) all Excluded Intellectual Property and all of Seller’s and its Affiliates’ (other than the Company’s) proprietary trade names, trademarks and trade dress including the ▇▇▇▇ ▇▇▇▇▇, (iii) all rights of the Company related to or arising from trademark registrations for “Alon,” “Delek,” “Paramount” or any derivations thereof, (iv) all assets and rights owned by third parties including assets listed on Section 2.7 of the Seller Disclosure Schedule, (v) all documents and communications of Seller and its Affiliates (other than the Company) that are subject to the attorney-client privilege or that comprise attorney work product or the attorney-client relationship, (vi) all rights on the part of Seller, its Affiliates (other than the Company) and their respective counsel to assert or rely upon the attorney-client privilege, (vii) any cash or cash equivalents held by the Company prior to the Closing, (viii) any accounts receivable owed to the Company which arise prior to or relate to operations prior to the Measurement Time, (ix) any notes receivable or other amounts that are receivable by the Company from Seller or any of its Affiliates, (x) amounts received or receivable pursuant to the Settlement Agreement, (xi) Tax Refunds payable pursuant to Section 7.2(e) in respect of amounts received or receivable pursuant to any Tax Contest for reimbursement of Property Taxes paid by or on behalf of the Company prior to the Closing, as further described in Section 2.7 of the Seller Disclosure Schedule, (xii) any documents (including emails) that do not includeconstitute Books and Records, and there is excepted, reserved and excluded from (xiii) all crude oil inventory (including Reclaimed Oil) contained in the sale and assignment contemplated hereby, Designated Tanks as of the following Closing (subsection (i) through (xii) being collectively referred to as the “Excluded Assets”): ) will be retained by Seller (aor one or more of Seller and its Affiliates, as applicable) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including after the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing Closing. Immediately prior to Closing, the Effective Time; (c) all Hydrocarbons produced from or attributable Company shall distribute and transfer to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor Seller or its Affiliates with Governmental Authorities (other than the Company) or release and relating discharge all rights to the Assets; all Excluded Assets (gother than those owned by third parties) all rights, titles, claims and interests not already in possession of Assignor Seller or its Affiliates under any insurance policy (with such distribution and transfer referred to as the “Excluded Asset Transfer”). The Excluded Asset Transfer shall be made pursuant to bills of sale, assignment and assumption agreements and such other general conveyance or agreement, release instruments as appropriate to any insurance proceeds or transfer and assign title to or under any bond or bond proceeds; (h) all release and discharge rights and claims relating to such Excluded Assets. For the Assets and attributable to periods avoidance of time prior to doubt, Tax Refunds received after the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinionsClosing shall be payable in accordance with Section 7.2(e); (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.

Excluded Assets. The Excluded Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, consist of the following (the “Excluded Assets”):items: (a) except as provided in Section 1.2(g), all corporate, financial, tax cash and legal records cash equivalents on hand and in banks (exclusive of Assignor that relate to Assignor’s business generally (including the ownership and operation letters of credit issued by customers of any of the Assets) or that relate to the other Excluded AssetsTransferring Subsidiaries), together with a duplicate copy (electronic or otherwise) of all of the Filesinvestments and marketable securities; (b) any trade creditsthe Transferring Subsidiaries' bank accounts (other than the lock boxes referred to in Section 1.2(q)), accounts receivable, proceeds or revenues attributable to the Assets checkbooks and accruing prior to the Effective Timecanceled checks; (c) all Hydrocarbons produced from contracts with, and claims and rights against, Seller or any of Seller's Affiliates (as herein defined), including those included in the accounts maintained by any of the Transferring Subsidiaries in accordance with its customary practices, in which there are recorded or reflected the amounts owed by any business of Seller or any of its Affiliates to the Business or by the Business to any business of Seller or any of its Affiliates, attributable to intercompany transactions (the Properties with respect to "Intercompany Accounts") and including any periods rights of time prior to the Effective Time that are not in storage prior to sale and that are upstream any of the sales metering point as of the date hereof, and all proceeds attributable theretoTransferring Subsidiaries against any other Transferring Subsidiaries; (d) all refunds of costsrights in and to claims (including, taxes or expenses attributable to any periods of time prior for indemnification) (and in each case benefits to the Effective Timeextent they arise therefrom) against third parties that relate to Excluded Liabilities (as herein defined) or relate to, or are made under or pursuant to, other Excluded Assets; (e) all proceeds from insurance policies of any of the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective TimeTransferring Subsidiaries and rights in connection therewith; (f) all bonds, letters of credit and guaranteesrights arising from prepaid expenses, if any, posted by Assignor with respect to Excluded Liabilities or its Affiliates with Governmental Authorities and relating to the other Excluded Assets; (g) all rightsrights arising from any refunds whether or not due as of the Closing Date (including, titlesany retrospective premium adjustments) with respect to insurance premium payments to the extent they relate to insurance policies which constitute Excluded Assets and refunds whether or not due as of the Closing Date, claims and interests from federal, state, foreign and/or local taxing authorities with respect to Taxes paid by Seller or any of Assignor or its Affiliates under Affiliates, including any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceedsof the Transferring Subsidiaries; (h) all rights and claims relating to the Assets and attributable to periods deposits of time prior to the Effective TimeSeller or any of its Affiliates, including audit rightsany of the Transferring Subsidiaries with any federal, state, local or foreign Tax authorities, including, Tax deposits, prepayments and estimated payments; (i) all privileged attorney-client (i) communications rights of indemnification, claims and (ii) causes of action which relate to the conduct of the Business prior to the Closing Date, including those against any person under any purchase or other documents (other than title opinions)agreement pursuant to which Seller or any of its Affiliates acquired any portion of the Business or those arising by operation of law or equity or otherwise, but excluding claims for repair or replacement of defective products against the suppliers thereof with respect to tangible assets of the Business; (j) all materials Seller's and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third partiesthe Transferring Subsidiaries' rights under this Agreement and the Ancillary Agreements; (k) all amounts paid by third parties the Transferring Subsidiaries' corporate charters, minute and stock record books, and corporate seals, Tax Returns and Tax receipts (other than copies of relevant portions of Tax Returns and Tax receipts relating to Assignor or its Affiliates as overhead assumed Taxes); provided, however, Purchaser shall have the right to review and copy the relevant portions of any Tax Returns and workpapers for periods Taxes of time accruing prior to the date hereof under any joint operating agreements burdening Transferring Subsidiaries that are relevant Taxes for which Purchaser is liable after the Assets; andClosing if it reasonably requests such access; (l) the agreements, if any, set forth on Schedule 1.3(l); --------------- (m) the assets, if any, described on Schedule 1.3(m); --------------- (n) all assets and properties of any matter required to be excluded pursuant of the Transferring Subsidiaries not used in the conduct of Business; (o) other than the initials "DSI", all intellectual property rights and any associated goodwill of Seller or any Transferring Subsidiary related to the provisions names or marks "Danka Services International", "Danka Services", "Danka Imaging Services", "Danka Office Imaging" and any other name or ▇▇▇▇ which consists of Section 2.1(h) of this Assignment.or uses the name "Danka", including, any internet domain name; and

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is are excepted, reserved and excluded from the sale and assignment contemplated herebyhereby (the following, the following (collectively, the “Excluded Assets”): ): (a) all corporatetrade credits and refunds (other than those relating to Taxes, financialwhich are governed by (e) below) and all accounts, tax instruments and legal records of Assignor that relate to Assignor’s business generally general intangibles (including as such terms are defined in the ownership and operation of the Assets) or that relate to the other Excluded AssetsTexas Uniform Commercial Code), together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing with respect to any period of time prior to the Effective Time; , except to the extent relating to pre- Effective Time obligations or liabilities assumed by Buyer under this Agreement; (b) all claims and causes of action of Seller arising from acts, omissions or events occurring prior to the Effective Time, except to the extent relating to pre-Effective Time obligations or liabilities assumed by Buyer under this Agreement; (c) all rights and interests of Seller (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or deposit or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time; (d) all Hydrocarbons produced from or attributable to the Properties Subject Interests with respect to any all periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; together with all proceeds from the sale of such Hydrocarbons; (ie) all privileged attorney-client claims of Seller for refunds of or loss carry forwards with respect to any Taxes, and refunds for amounts paid in connection with the Assets, attributable to any period prior to the Effective Time; (i) communications and (ii) other documents (other than title opinions); (jf) all materials amounts due or payable to Seller as adjustments to insurance premiums related to the Assets with respect to any period prior to the Effective Time; (g) all proceeds, income or revenues (and any security or other deposits made) attributable to the Assets for any period prior to the Effective Time; (h) all data and other information that cannot be disclosed or assigned to Assignee as Buyer without the consent of or payment to any Third Party (the “Third Party Confidential Data”); provided that, prior to the Closing, Seller shall use its reasonable efforts to obtain waivers or consents from such Third Parties to the transfer or use of the Third Party Confidential Data to or by Buyer, provided that Buyer pays any fees or other sums of Third Parties requisite to such transfer; (i) all vehicles, vessels, trailers, software, computers and associated peripherals and all radio, telephone and other communications equipment, except for any such items shown on attached Schedule 1.02(d) and/or physically attached to a result of confidentiality obligations Well; (j) any Contracts with respect to third parties; which consent to assignment is required but has not been obtained; and (k) all amounts paid by third parties to Assignor or its Affiliates the CrownRock Easements as overhead for periods of time accruing prior to defined in the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this AssignmentConcurrent Rights Agreement attached hereto as Exhibit “F”.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved reserved, and excluded from the sale sale, transfer, and assignment contemplated hereby, hereby the following (collectively, the “Excluded Assets”): ): (a) all corporate, financial, tax trade credits and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade creditsaccounts, accounts receivable, proceeds or revenues checks, funds, promissory notes, instruments and general intangibles (as such terms are defined in the Texas Uniform Commercial Code) attributable to the Assets and accruing with respect to any period of time prior to the Effective Time; ; (b) all claims and causes of action of Seller (i) arising from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), or (iii) with respect to any of the other Excluded Assets; (c) all rights and interests of Seller (i) under any policy or agreement of insurance or indemnity, (ii) under any bond, or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time; (d) all Hydrocarbons produced from or attributable to the Properties Subject Interests with respect to any all periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; , together with all proceeds from the sale of such Hydrocarbons; (e) all proceeds from the settlements claims of Contract disputes Seller for refunds of or loss carry forwards with purchasers of Hydrocarbons from respect to (i) ad valorem, severance, production or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are any other taxes attributable to any periods of time period prior to the Effective Time; , (fii) all bondsincome, letters of credit and guaranteesmargin or franchise taxes, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating (iii) any taxes attributable to the other Excluded Assets; (g) all rights, titlesand such other refunds, claims and interests of Assignor or its Affiliates under any insurance policy or agreementrights thereto, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to for amounts paid in connection with the Assets and attributable to periods of time the period prior to the Effective Time, including audit rights; refunds of amounts paid under any gas gathering or transportation agreement; (f) all amounts due or payable to Seller as adjustments to insurance premiums related to the Assets with respect to any period prior to the Effective Time; (g) all proceeds, income or revenues (and any security or other deposits made) attributable to (i) the Assets for any period prior to the Effective Time, or (ii) any other Excluded Assets; (h) all vehicles, personal computers and associated peripherals and all radio, telephone and other communication equipment; (i) all privileged attorney-client (i) communications of Seller’s proprietary computer software, technology, patents, trade secrets, copyrights, names, trademarks, logos and (ii) other documents (other than title opinions); intellectual property; (j) all materials of Seller’s rights and interests in geological and geophysical data that cannot be transferred without the consent of, or payment to, any third party; (k) all documents and instruments of Seller that may be protected by an attorney-client privilege; (l) data and other information that cannot be disclosed or assigned to Assignee Buyer as a result of confidentiality obligations to third parties; or similar arrangements under agreements with persons unaffiliated with Seller; (km) all amounts paid by third parties audit rights arising under any of the Contracts or otherwise with respect to Assignor or its Affiliates as overhead for periods of time accruing any period prior to the date hereof under Effective Time; (n) deleted; (o) all corporate, partnership, income tax and financial records of Seller; (p) all (i) agreements and correspondence between Seller and any joint operating agreements burdening advisor of Seller (the “Advisor”) relating to the transactions contemplated in this Agreement, (ii) lists of prospective purchasers for such transactions compiled by either Seller or the Advisor, (iii) bids submitted by other prospective purchasers of the Assets, (iv) analyses by Seller or the Advisor of any bids submitted by any prospective purchaser, (v) correspondence between or among Seller or Advisor, or either of their respective representatives, and any prospective purchaser other than Buyer, and (vi) correspondence between Seller or Advisor or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of the Advisor, or the transactions contemplated in this Agreement; and and (lq) any matter required all of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ and/or Ironwood Exploration LLC’s rights and interests in all seismic and geophysical data and information related to be excluded the ▇▇▇▇▇ Area 3-D Seismic Project and acquired pursuant to the provisions of Section 2.1(h) of this Assignmentthat certain Letter Agreement dated July 14, 2000, among ▇▇▇▇ ▇. ▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

Excluded Assets. The Notwithstanding anything in this Assignment to the contrary, the Assets shall do not include, include and there is excepted, Assignee agrees and acknowledges that Assignor has reserved and excluded retained from the sale Assets and assignment contemplated herebyeach Assignor hereby reserves and retains unto itself, any and all of such Assignor’s rights, titles and interests in and to the following (collectively, the “Excluded Assets”): ): (ai) seismic, geologic and geophysical records, information, and interpretations relating to the Assets; (ii) any and all records which consist of previous, contemporaneous or subsequent offers, discussions, or analyses associated with the purchase, sale or exchange of the Assets or any part thereof, proprietary information, personnel information, tax information, information covered by a non-disclosure obligation of a third party and information or documents covered by a legal privilege; (iii) originals or copies of Records retained by Assignor; (iv) boats, trucks, communication equipment, computers and related switching equipment and software; (v) all corporate, financial, tax oil and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons gas produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream the proceeds therefrom; (vi) any refund of the sales metering point as of the date hereoftaxes, and all proceeds attributable thereto; (d) all refunds of costs, taxes costs or expenses borne by Assignor or Assignor’s predecessors in title attributable to any periods the period of time prior to the Effective Time; ; (evii) any and all proceeds receivable from the settlements settlement or final adjudication of Contract contract disputes with purchasers lessors, insurers, co-owners, or operators of Hydrocarbons the Assets or with assignors, gatherers processors or transporters of hydrocarbons from or attributable to the PropertiesAssets, including without limitation, settlement of royalty, take-or-pay pay, pricing or volume adjustments disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; ; (iviii) all privileged attorney-client rights of use of Assignor’s or any Affiliate’s name, marks, trade dress or insignia and all of Assignor’s intellectual property; (i) communications and (ii) other documents (other than title opinions); (jix) all materials rights and information that cannot be disclosed to Assignee as a result claims of confidentiality obligations to third parties; (k) all amounts paid by such Assignor against third parties (including rights and claims of such Assignor against the other Assignor), asserted and unasserted, known and unknown, relating to Assignor or its Affiliates as overhead for periods of time accruing the period prior to the date hereof under any joint operating agreements burdening Effective Time relating to the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.

Excluded Assets. The Notwithstanding anything in Section 2.1(a) to the contrary, the Contributed Investment Assets shall not includeexclude, and there is exceptedSSIC shall have no right, reserved and excluded from the sale and assignment contemplated herebytitle or interest in, to or under, the following assets, properties or rights of CALP (the “Excluded Assets”): (ai) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) amounts received by CALP on or that relate prior to the other Excluded AssetsClosing Cut-off Time, together arising under or in connection with a duplicate copy (electronic or otherwise) of all of the FilesContributed Loan Documents; (bii) all rights of CALP under the Contributed Loan Documents or any trade creditsContributed Loan to indemnification, accounts receivablecontribution, proceeds or revenues similar rights for or in respect of any Excluded Liabilities; (iii) all refunds for Taxes or other Tax assets of or relating to (A) the Contributed Investment Assets or Assumed Obligations attributable to the Assets and accruing period (or portion thereof) ending on or prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Closing Cut-off Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (iiB) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor any Excluded Asset or its Affiliates as overhead Excluded Liability for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assetsperiod; and (liv) all other rights of CALP under the Contributed Loan Documents or any matter required to be excluded pursuant Contributed Loan in respect of any period (or portion thereof) on or prior to the provisions Closing Cut-off Time (other than rights to receive payments thereon from the applicable Borrowers after the Closing Cut-off Time, including all amounts to the extent taken into account in the calculation of Section 2.1(hthe Contributed Investment Assets Fair Value in respect of any period (or portion thereof) on or prior to the Closing Cut-off Time, but excluding all amounts to the extent not taken into account in the calculation of this Assignmentthe Contributed Investment Assets Fair Value in respect of any period (or portion thereof) on or prior to the Closing Cut-off Time).

Excluded Assets. The Notwithstanding anything to the contrary contained in this Agreement, the Assets shall not include, and there is excepted, reserved and excluded from the purchase and sale and assignment contemplated hereby, the following (collectively, the “Excluded Assets”): (a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) Copies of all of the FilesRecords; (b) any trade creditsAll deposits, cash, checks, funds and accounts receivable, proceeds or revenues receivable attributable to the Assets and accruing with respect to any period prior to the Effective Time; (c) all Hydrocarbons All (i) oil, gas and other hydrocarbons produced from or attributable to the Properties Subject Interests with respect to any all periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, (ii) oil, gas and other hydrocarbons attributable to the Subject Interests which, at the Effective Time, are in storage, within processing plants, in pipelines or otherwise held in inventory, and (iii) proceeds from or of such oil, gas and other hydrocarbons; (d) All receivables and cash proceeds which were expressly taken into account and for which credit was given in the determination of Net Cash Flow pursuant to Section 3.3, as adjusted pursuant to Section 3.4; (e) Claims of Seller for refund of, credit attributable to, or loss carry forwards with respect to (i) Taxes attributable to any period prior to the Effective Time or (ii) any Taxes attributable to the Excluded Assets; (f) All corporate, financial, Tax and legal records of Seller, other than title opinions and title curative correspondence; (g) All rights, titles, interests and claims of Seller or any Affiliate of Seller with respect to the Assets (i) under any policy or agreement of insurance, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards (to the extent such insurance or condemnation proceeds or awards relate to events occurring prior to the Effective Time); (h) All computer or communications software or intellectual property (including audit rightstapes, data, and program documentation and all tangible manifestations and technical information relating thereto, but excluding electronic files, records and data included within the definition of the term “Records”) owned, licensed, or used by Seller; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions)Any logo, service ▇▇▇▇, copyright, trade name or trademark of or associated with Seller or any Affiliate of Seller or any business of Seller or of any Affiliate of Seller; (j) All rights, titles, and interests of Seller or any Affiliate of Seller in and to all materials cars, trucks, trailers and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third partiesall other rolling stock; (k) all amounts paid by third parties to Assignor Any futures, options, swaps, ▇▇▇▇▇▇ or other derivatives of Seller or any of its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the AssetsAffiliates; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this AssignmentAll rights, interests, assets and properties described in Schedule 2.2(l).

Excluded Assets. The Assets shall not include, Each of Seller and there is excepted, reserved Buyer acknowledges and excluded from the sale and assignment contemplated hereby, the following agrees that (the “Excluded Assets”): (a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (hi) all rights and claims relating Obligations under the Excluded Contracts, (ii) all Excluded Intellectual Property and all of Seller's and its Affiliates" (other than the Companies") proprietary trade names, trademarks and trade dress including the Tesoro Marks, (iii) all rights of the Company related to or arising from trademark registrations for "Tesoro" or "2 Go Tesoro" or any derivations thereof, (iv) all assets and rights owned by third parties, (v) all documents and communications of Seller and its Affiliates (other than the Companies") that are subject to the attorney-client privilege or that comprise attorney work product or the attorney-client relationship, (vi) all rights on the part of Seller, its Affiliates (other than the Companies") and their respective counsel to assert or rely upon the attorney-client privilege, (vii) any accounts receivable, notes receivable or other amounts that are receivable by the Company or the Acquired Subsidiary from Seller or any of its Affiliates (subsection (i) through (vii) being collectively referred to as the "Excluded Assets") will be retained by Seller (or one or more of Seller and its Affiliates, as applicable) after the Closing. Immediately prior to Closing, the Companies shall distribute and transfer to Seller or its Affiliates (other than the Companies) or release and discharge all rights to all Excluded Assets (other than those owned by third parties) not already in possession of Seller or its Affiliates (with such distribution and transfer referred to as the "Excluded Asset Transfer"). The Excluded Asset Transfer shall be made pursuant to bills of sale, assignment and assumption agreements and such other general conveyance or release instruments as appropriate to transfer and assign title to or release and discharge rights to such Excluded Assets. Excluded Assets includes any Fuel Credits that (A) relate to the ownership or operation of the Business or the Assets and are in existence, acquired, generated, accrued or otherwise attributable to periods of time the period prior to the Effective TimeClosing, including audit rights; (iB) all privileged attorney-client do not otherwise relate to the operation of the Business or the Assets or (iC) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed relate to Assignee as a result the ownership or operation of confidentiality obligations to third parties; (k) all amounts paid any business by third parties to Assignor Seller or any of its Affiliates as overhead from and after the Closing. In connection with the Fuel Credits enumerated in subsection (A) in the preceding sentence, Buyer and Seller acknowledge that pursuant to the terms of that certain Product Contract by and between Aloha Petroleum Ltd. and the Company, RINs for periods 2013 provided for thereunder will not actually be transferred to the Company until after the Closing Date. Upon actual receipt by the Company of time accruing such RINs, Buyer agrees to cause the Company to segregate such RINs that arose on or prior to the date hereof under any joint operating agreements burdening Closing Date from those RINs that arose after the Assets; and (l) any matter required Closing Date and to be excluded pursuant transfer such pre-Closing Date RINs for 2013 to Seller through the provisions Environmental Protection Agency's Moderated Transaction System in accordance with Section 40 CFR 80.1452 of Section 2.1(h) of this Assignmentthe Renewable Fuel Standard.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is are excepted, reserved and excluded from the sale and assignment contemplated herebyhereby (the following, the following (collectively, the “Excluded Assets”): ): (a) all corporatetrade credits and refunds (other than those relating to Taxes, financialwhich are governed by (e) below) and all accounts, tax instruments and legal records of Assignor that relate to Assignor’s business generally general intangibles (including as such terms are defined in the ownership and operation of the Assets) or that relate to the other Excluded AssetsTexas Uniform Commercial Code), together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing with respect to any period of time prior to the Effective Time; , except to the extent relating to pre-Effective Time obligations or liabilities assumed by Buyer under this Agreement; (b) all claims and causes of action of Seller arising from acts, omissions or events occurring prior to the Effective Time, except to the extent relating to pre-Effective Time obligations or liabilities assumed by Buyer under this Agreement; (c) all rights and interests of Seller (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or deposit or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time; (d) all Hydrocarbons produced from or attributable to the Properties Subject Interests with respect to any all periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; together with all proceeds from the sale of such Hydrocarbons; (ie) all privileged attorney-client claims of Seller for refunds of or loss carry forwards with respect to any Taxes, and refunds for amounts paid in connection with the Assets, attributable to any period prior to the Effective Time; (i) communications and (ii) other documents (other than title opinions); (jf) all materials amounts due or payable to Seller as adjustments to insurance premiums related to the Assets with respect to any period prior to the Effective Time; (g) all proceeds, income or revenues (and any security or other deposits made) attributable to the Assets for any period prior to the Effective Time; (h) all data and other information that cannot be disclosed or assigned to Assignee as Buyer without the consent of or payment to any Third Party (the “Third Party Confidential Data”); provided that, prior to the Closing, Seller shall use its reasonable efforts to obtain waivers or consents from such Third Parties to the transfer or use of the Third Party Confidential Data to or by Buyer, provided that Buyer pays any fees or other sums of Third Parties requisite to such transfer; (i) all vehicles, vessels, trailers, software, computers and associated peripherals and all radio, telephone and other communications equipment, except for any such items shown on attached Schedule 1.02(d) and/or physically attached to a result of confidentiality obligations Well; (j) any Contracts with respect to third parties; which consent to assignment is required but has not been obtained; and (k) all amounts paid by third parties to Assignor or its Affiliates the CrownRock Easements as overhead for periods of time accruing prior to defined in the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this AssignmentConcurrent Rights Agreement attached hereto as Exhibit “F”.

Excluded Assets. The Notwithstanding the foregoing, the Collateral shall perfect the security interests created hereby by any means other than (i) filings pursuant to the UCC of any exclude Excluded Assets. Notwithstanding the foregoing, Excluded Assets shall not includeinclude any proceeds, applicable jurisdiction, (ii) filing and recording fully executed Confirmatory Grants in any Applicable IP products, substitutions or replacements of Excluded Assets (unless such proceeds, products, substitutions Office, (iii) in the case of Collateral that constitutes Tangible Chattel Paper, Instruments, Documents or or replacements would otherwise constitute Excluded Assets). Certificated Securities, in each case, to the extent included in the Collateral and required by Section 4.2 delivery to the Collateral Agent to be held in its possession in the United States, and there is excepted(iv) in the case of ARTICLE III Collateral that consists of Commercial Tort Claims, reserved and excluded from taking the sale and assignment contemplated hereby, actions specified in Section 4.6. No Grantor REPRESENTATIONS AND WARRANTIES shall be required to (x) grant the following (the “Excluded Assets”): (a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) Collateral Agent perfection through control agreements or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties perfection by Control with respect to any periods Collateral (other than in respect of time prior Pledged Collateral where the issuer of such Each Grantor represents and warrants, and each Grantor that becomes a party to this Pledged Collateral is a Restricted Subsidiary) or (y) take any actions under any laws outside of the United Security Agreement pursuant to the Effective Time that are not in storage prior execution of a Security Agreement Supplement represents and warrants States to sale and that are upstream grant, perfect or provide for the enforcement of the sales metering point as of the date hereof, and all proceeds attributable thereto; any security interest (d) all refunds of costs, taxes or expenses attributable including any Intellectual (after giving effect to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guaranteessupplements, if any, posted by Assignor or its Affiliates to each of the Exhibits hereto with Governmental Authorities and relating respect to such Grantor as Property registered in any non U.S. jurisdiction) except, in each case, in accordance with Section 5.14 of attached to such Security Agreement Supplement), to the Assets; Collateral Agent for the benefit of the Secured the Credit Agreement and the Agreed Security Principles. Notwithstanding anything in this Security Parties that: Agreement, no Grantor makes any representation or warranty herein as to (gA) all rightsthe effects of perfection or non-perfection, titlesthe priority or the enforceability of any pledge of or security interest in any Capital Stock Section 3.1. Title, claims Authorization, Validity, Enforceability, Perfection and interests Priority. of Assignor any Subsidiary that is not organized under the laws of United States, any state thereof or its Affiliates under any insurance policy the District of Columbia, or agreement, as to any insurance proceeds or to or under any bond or bond proceeds; (h) all the rights and claims relating remedies of the Collateral Agent or any Secured Party with respect thereto, (a) Such Grantor has good and valid rights in or the power to transfer the Collateral under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non- and title to the Assets and attributable Collateral with respect to periods which it has purported to grant a security interest hereunder, free perfection, the priority or the enforceability of time prior any pledge of or security interest to the Effective Timeextent such pledge, including audit rights; (i) and clear of all privileged attorney-client (i) communications Liens except for Permitted Liens, and (ii) has the corporate or other documents (other than title opinions); (j) all materials organizational power and information that cansecurity interest, perfection or priority is not be disclosed required pursuant to Assignee as a result of confidentiality obligations Section 2.3. authority to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior grant to the date hereof under any joint operating agreements burdening Collateral Agent the Assets; and (l) any matter required to be excluded security interest in the Collateral pursuant to the provisions of Section 2.1(h) hereto. The execution and delivery by such Grantor of this AssignmentSecurity Agreement has been duly authorized by proper Section 3.2. Type and Jurisdiction of Organization, Organizational and Identification corporate, limited liability company, or partnership, as applicable, proceedings of such Grantor, and this Numbers. The type of entity of such Grantor, its state of organization, the organizational number, if any, Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a security issued to it by its state of organization and its federal employer identification number, if any, in each case interest which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, subject as of the Determination Date are set forth on Exhibit B. generally and subject to general principles of equity, regardless of whether considered in a proceeding in Section 3.

Excluded Assets. The Assets shall not include, and there is excepted, reserved and excluded from Notwithstanding the sale and assignment contemplated herebyforegoing provisions of this Article 1, the following assets shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to Article 1 (such assets as described herein below, the “Excluded Assets”): (a) all corporatePermits that are not assignable, financialwhether in whole or in part, tax and legal records in connection with the transactions contemplated by this Agreement, each of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Fileswhich is identified on Exhibit 1.15(a); (b) all crude oil, natural gas, casinghead gas, drip gasoline, natural gasoline, petroleum, natural gas liquids, condensate, products, liquids and other hydrocarbons and other minerals or materials of every kind and description produced from the Oil and Gas Properties and disposed of, sold or in pipelines past a measuring point, prior to the Effective Time (the “Seller’s Substances”) and all proceeds attributable thereto, and all gas which a Lessor or homeowner has a right to receive under any trade creditsLease; (c) all rights and causes of action for moneys owed or damages, accounts receivablearising, proceeds occurring or revenues existing in favor of Seller and attributable to the Assets period prior to the Effective Time or arising out of the operation of or production from the Oil and Gas Properties prior to the Effective Time (including any and all contract rights, claims for receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating to the period and accruing prior to the Effective Time); (d) all corporate, financial, and legal records of Seller other than the contracts and the Data; (e) all contracts of insurance or indemnity, subject to Article 10; (f) any refund of costs, taxes (including tax credits for horizontal drilling) or expenses borne by Seller and attributable to the period prior to the Effective Time; (cg) all Hydrocarbons produced from or deposits, cash, checks, funds and accounts receivable attributable to Seller’s interests in the Properties Assets with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods period of time prior to the Effective Time; (ei) all proceeds from computer or communications software or intellectual property (including tapes, data and program documentation and all tangible manifestations and technical information relating thereto) owned, licensed or used by Seller, other than the settlements of Contract disputes Data and (ii) the following computer and communications hardware used by Seller in connection with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; : Cisco Catalyst 2800 Router (gserial # FTX0925W1Z4), Cisco Catalyst 3560 Switch (serial # CAT1104RJJB), HP Proliant DL 380 G4 Server (serial # 2UX60201KC), all necessary circuits and Pitney ▇▇▇▇▇ machine, Xerox unit (serial #▇▇▇▇▇▇▇▇▇) and all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rightsCisco desk phones; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions)any logo, service ▇▇▇▇, copyright, trade name or trademark of or associated with Seller or any Affiliate of Seller or any business of Seller or of any Affiliate of Seller; (j) the master service agreements, work orders under master service agreements, agreements, equipment, items, non-proprietary seismic licenses, contracts and agreements listed on Exhibit 1.15(j) and all materials and information other agreements or contracts that cannot be disclosed are excluded under Section 1.11 or which are otherwise deemed Excluded Assets pursuant to Assignee as a result of confidentiality obligations to third partiesSection 1.15, Section 30 or the Annexes; (k) all amounts paid the surety bonds maintained by third parties to Assignor or its Affiliates as overhead for periods the Seller in connection with the ownership and operation of time accruing prior to the date hereof under any joint operating agreements burdening the Assets, each of which is identified on Exhibit 3.15; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignmentall financial derivatives, ▇▇▇▇▇▇ and related instruments.

Excluded Assets. The Assets Notwithstanding anything to the contrary contained in this Agreement, for the avoidance of doubt, Seller shall retain all of its right, title and interest in and to the following assets, properties and rights, and Seller shall not includesell, and there is exceptedassign, reserved and excluded from the sale and assignment contemplated herebytransfer, convey or deliver to Buyer hereunder any of the following assets, properties or rights (collectively, the “Excluded Assets”): (a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the FilesHydrocarbon Inventories; (b) all books and records of Seller (i) the disclosure of which could be inconsistent with any trade creditslegal constraints or obligations regarding the confidentiality thereof (unless Buyer agrees to be bound by the confidentiality provisions related thereto) or constitute a waiver of any attorney-client, accounts receivablework product or similar privilege; (ii) relating to prior litigation, proceeds or revenues attributable litigation that is no longer applicable or pending; (iii) relating to the Excluded Assets and accruing prior or the Retained Liabilities; (iv) containing any information about Seller or any of its Affiliates that is unrelated to the Effective TimeAcquired Assets or the Assumed Liabilities; (v) containing any information about Seller or any of its Affiliates pertaining to energy or project evaluation, energy price curves or projections or other economic or predictive models; (vi) relating to income Taxes paid by Seller or any of its Affiliates, except to the extent disclosed or required to be disclosed with respect to any Tax Return related in any manner to the Acquired Assets or the Assumed Liabilities; (vii) constituting organizational documents of Seller; (viii) constituting minutes, seals, equity interest records and other records of internal company proceedings of Seller; (ix) that Seller is required to retain by Law (in which event, copies thereof shall be delivered to Buyer); and (x) having been prepared in connection with, or relating in any way to the transactions contemplated by this Agreement or any bids or offers received from Buyer or any Third Parties and analyses relating in any way to the sale of the Acquired Assets (collectively, the “Excluded Books and Records”); (c) all Hydrocarbons produced from rights to Claims, refunds or attributable to the Properties adjustments with respect to the Acquired Assets which relate to any periods of time period prior to the Effective Time and with respect to the Excluded Assets, all other refunds or adjustments relating to any Action with respect to the Excluded Assets and all rights to insurance proceeds or other insurance recoveries that (i) relate to, or are not in storage reimbursement for, Seller’s or any Affiliate’s of Seller expenditures made prior to sale and that the Effective Time for which insurance proceeds are upstream of available or due to Seller or such Affiliate with respect to the sales metering point as of the date hereof, and all proceeds attributable theretoAcquired Assets or (ii) relate to Excluded Assets or Retained Liabilities; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective TimeSeller’s cash and cash equivalents on hand and in bank accounts; (e) all proceeds from of Seller’s accounts receivable and audit rights relating thereto arising under any of the settlements applicable Contracts or otherwise with respect to any of Contract disputes the Excluded Assets and, with purchasers of Hydrocarbons from or attributable respect to the PropertiesAcquired Assets, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to for any periods of time period prior to the Effective Time; (f) all bonds, letters of credit Seller’s net operating losses and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and Tax refunds relating to the Excluded Assets, and with respect to the Acquired Assets, for any period prior to the Effective Time; (g) all rightsof Seller’s right, titles, claims title and interests of Assignor interest in and to all posted surety or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceedsperformance bonds including those set forth on Schedule 1.2(g) (the “Credit Support Instruments”); (h) all of Seller’s rights under the Contracts that are described and claims relating to set forth on Schedule 1.2(h) (collectively, the Assets and attributable to periods of time prior to the Effective Time, including audit rights“Excluded Contracts”); (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinionsthe laboratory related to the Refinery Facility as described on Schedule 1.2(i); (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third partiesSeller’s Intellectual Property set forth on Schedule 1.2(j) (collectively, the “Excluded Intellectual Property”); (k) any and all amounts paid by third parties to Assignor or its Affiliates as overhead for periods fuel credits of time accruing prior Seller with respect to the date hereof under any joint operating agreements burdening Terminal Facility and the Assets; andRefinery Facility, including those set forth on Schedule 1.2(k); (l) any matter required to be excluded pursuant to the provisions personal property of Section 2.1(hSeller set forth on Schedule 1.2(l) of this Assignment(the “Excluded Personal Property”).

Excluded Assets. The Assets shall not includefollowing items (collectively, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, the following (the “Excluded Assets”):) shall not constitute Mineral Assets and shall be transferred from Group Companies to Seller prior to or as soon after the Execution Date as practical without any reduction of the Purchase Price: (a) All cash, cash equivalents, receivables, intercompany receivables and payables, bank accounts and other financial accounts, all corporatecredits, financialrebates, tax refunds, adjustments, accounts, instruments and legal records of Assignor that relate to Assignor’s business generally (including the ownership general intangibles, and operation of the Assets) all interests therein, all bonds posted by Seller or that relate Group Companies and all insurance claims, all to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues extent attributable to the Mineral Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods period of time prior to the Effective Time; (eb) all proceeds from All claims of Seller or the settlements Group Companies for refunds of Contract disputes or loss carry forwards with purchasers of Hydrocarbons from respect to (i) Asset Taxes or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are any other taxes attributable to any periods of time period prior to the Effective Time, (ii) income or franchise taxes of Seller or the Group Companies, or (iii) any taxes attributable to the Excluded Assets, and such other refunds, and rights thereto, for amounts paid in connection with the Mineral Assets and attributable to the period prior to the Effective Time, including refunds of amounts paid under any gas gathering or transportation agreement; (c) All proceeds, income or revenues (and any security or other deposits made) attributable to the Mineral Assets for any period prior to the Effective Time, or to any Excluded Asset; (d) All Hydrocarbons produced from the Mineral Assets with respect to all periods prior to the Effective Time and all proceeds from the disposition thereof; (e) All documents and instruments of Seller and Group Companies that are protected by an attorney-client privilege (other than title opinions) in favor of Seller or the Group Companies; (f) all bonds, letters of credit The attorney client privilege between Seller or Group Companies and guarantees, if any, posted by Assignor attorneys who have represented or its Affiliates with Governmental Authorities and relating to the Assetsadvised them; (g) Any and all files, records, contracts and documents relating to Seller’s or the Group Companies’ efforts to sell the Interests or the Mineral Assets (or any other discussions or negotiations regarding the sale or other disposition of any of the Interests or the Mineral Assets), including any research, valuation or pricing information prepared by Seller or the Group Companies and/or its or their consultants in connection therewith, and any bids received for such interests and information and correspondence in connection therewith; (h) All audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or with respect to any of the other Excluded Assets; (i) All income tax records of Seller and its Affiliates; (j) All claims arising from acts, omissions or events, or damage to or destruction of the Mineral Assets before the Effective Time and all rights, titles, claims and interests of Assignor Seller or the Group Companies related thereto (i) under any policy or agreement of insurance or indemnity, including all rights, claims, or causes of action of the Seller and its Affiliates against third parties under any insurance policy indemnities or agreementhold harmless agreements and any indemnities received in connection with the Seller’s or any of its Affiliates’ prior acquisition of any of the Mineral Assets, to any insurance proceeds or to or (ii) under any bond or bond proceedsletter of credit, or (iii) to any insurance or condemnation proceeds or awards; (hk) all rights Claims and causes of action described in Schedule 7.01(d). (l) Any logo, service ▇▇▇▇, copyright, trade name or trademark of or associated with Seller or any Seller’s Affiliate or any business of Seller or of any Seller’s Affiliate; (m) A nonexclusive, non-transferable right to use for internal business purposes only any logs, maps, seismic data, engineering data and reports, reserve studies and evaluations, and other data and information being included within the Mineral Assets; (n) All obligations, liability, and benefits related to claims relating and/or counterclaims asserted in the litigation listed on Schedule 7.01(d) to the Assets and attributable extent related to periods of time production prior to the Effective Time, including audit rightsand the responsibility for the cost of defense thereof; (io) all privileged attorney-client (i) communications All bonds, guaranties, letters of credit, and (ii) other documents (other than title opinions); (j) all materials and information security posted by or for the benefit of any Group Company, including, but not limited to, that cannot be disclosed to Assignee as a result certain $25,000 letter of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior credit issued to the date hereof under any joint operating agreements burdening Louisiana Office of Conservation (collectively, the Assets“Bonds”); and (lp) any matter required That certain 45% nonparticipating royalty interest in groundwater produced or withdrawn from approximately 1.4 million acres in Texas, Louisiana, Georgia and Alabama, as more particularly described and reserved in a series of 2007 deeds from TIN Inc. to be excluded pursuant various affiliates of Crown Pine Timber, and thereafter conveyed by TIN Inc. to Forestar Minerals LLC, a predecessor of Forestar Minerals. Buyer shall reasonably cooperate with Seller to the provisions extent required after the Execution Date to effect any transfers of Section 2.1(h) the Excluded Assets to Seller or its designee. It is understood that certain Excluded Assets may not be embraced by the term Mineral Assets. The fact that certain properties, rights and interests are included within the definition of this Assignment“Excluded Assets” is not intended to suggest that had they not been excluded they would have constituted Mineral Assets and shall not be used to interpret the meaning of any word or phrase used in describing the Mineral Assets.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated herebyhereby (collectively, the following (the “Excluded Assets”): ): (a) all corporateof Seller’s right, financialtitle and interest in and to any injection and disposal w▇▇▇▇ on the Lands or on lands pooled or unitized therewith, tax and legal records all personal property, equipment, fixtures, improvements, facilities, permits, surface leases, rights-of-way and easements used in connection with the treatment, processing, transportation, storing or disposal of Assignor that relate to Assignor’s business generally (including water produced from the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; Properties; (b) any trade creditsall credits and refunds and all accounts, accounts receivable, proceeds or revenues instruments and general intangibles (as such terms are defined in the Oklahoma Uniform Commercial Code) attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or extent attributable to the Properties with respect to any periods period of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; do not relate to obligations assumed by Buyer pursuant to this Agreement; (dc) all claims of Seller for refunds of costsor loss carry forwards to the extent attributable to (i) ad valorem, taxes severance, production or expenses any other Taxes attributable to any periods of time period prior to the Effective Time even if applied for after the Effective Time; , (eii) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from income or franchise Taxes, or (iii) any Taxes attributable to the PropertiesExcluded Assets, including settlement of take-or-pay disputesand such other refunds, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bondsand rights thereto, letters of credit and guarantees, if any, posted by Assignor or its Affiliates for amounts paid in connection with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time the period prior to the Effective Time, including audit rights; refunds of amounts paid under any gas gathering or transportation agreement, to the extent the same do not relate to obligations assumed by Buyer pursuant to this Agreement; (d) all proceeds, income or revenues (and any security or other deposits made) to the extent attributable to (i) the Assets for any period prior to the Effective Time, if they do not relate to obligations assumed by Buyer pursuant to this Agreement, or (ii) any Excluded Assets; (e) all privileged of Seller’s proprietary computer software, technology, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (f) all of Seller’s rights and interests in geological and geophysical data that is interpretive in nature or which cannot be transferred without the consent of or payment to any third Person; (g) all documents and instruments of Seller that may be protected by an attorney-client privilege unless such privileged documents and instruments pertain to litigation (iincluding pending and threatened litigation) communications which Buyer is assuming; (h) data and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed or assigned to Assignee Buyer as a result of confidentiality or similar arrangements under agreements with Persons who are not Affiliates of Seller; (i) concurrent audit rights arising under any of the Material Agreements or otherwise with respect to any period prior to the Effective Time (unless relating to obligations assumed by Buyer pursuant to third parties; this Agreement) or to any of the Excluded Assets; (j) all corporate, partnership and income tax records of Seller; (k) copies of all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the AssetsRecords (which shall be prepared at Seller’s sole cost and expense); and (l) any matter required to be excluded pursuant all Permits and bonds to the provisions of Section 2.1(hextent not transferable to Buyer; (m) of this Assignmentpersonal property such as vehicles and certain equipment, supplies and office equipment, or any other items, in each case, to the extent described on Exhibit E; and (n) all infrastructure, including but not limited to all easements, rights-of-way, surface leases, buildings, oil transport lines, electrical distribution lines, saltwater transport lines, saltwater disposal w▇▇▇▇, saltwater disposal facilities and telecommunication and SCADA facilities.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, Transaction the following (collectively, the “Excluded Assets”): (ai) all All corporate, financial, tax income, Tax and legal records of Assignor Seller that relate to Assignor’s Seller's business generally and (including the ownership ii) all books, records and operation of the Assets) or files that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) All rights to any trade credits, accounts receivable, proceeds refunds for Taxes or revenues other costs or expenses borne by Seller or Seller's predecessors in interest and title attributable to the Assets and accruing periods prior to the Effective Time; (c) all Hydrocarbons produced from Seller's area wide bonds or attributable to authorizations used in the Properties with respect to any periods conduct of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable theretoSeller's business generally; (d) all refunds of costsAll trade credits, taxes accounts receivable, note receivables, take or expenses pay amounts receivable, and other receivables attributable to the Assets with respect to any periods period of time prior to the Effective Time; (ei) All vehicles and vehicle leases, (ii) equipment, inventory, machinery, fixtures and other tangible personal property and improvements located at or used solely in connection with any field office or yard of Seller or leased by Seller that is not used in connection with the Assets, (iii) any computers and related peripheral equipment that are not located on the Assets or not used solely in connection with the Assets, (iv) communications equipment that is not located on the Assets and not used solely in connection with the Assets, (v) communications licenses granted by the Federal Communications Commission or other governmental body, and (vi) all proceeds from the settlements office leases and laptop computers; (f) Any refunds due Seller by a third party for any overpayment of Contract disputes with purchasers of Hydrocarbons from rentals, royalties, excess royalty interests or production payments attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable Assets with respect to any periods period of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets;; and (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all All rights and claims relating obligations of Seller pursuant to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; (i) all privileged attorneythe Purchase and Sale Agreement, dated May 13, 2010, by and among Merit Management Partners I, L.P., Merit Management Partners II, L.P., Merit Energy Partners III, L.P., Merit Energy Partners D-client (i) communications III, L.P., Merit Energy Partners E-III, L.P. and Seller, and (ii) other documents (other than title opinions); (j) all materials the Purchase and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid Sale Agreement, dated October 14, 2010, by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignmentand among Summit West Resources LP, Summit Petroleum Management Corporation, Summit Group, Summit Petroleum LLC and Seller.

Excluded Assets. The Notwithstanding any provision of this Agreement to the contrary, the Owned Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, include any of the following (collectively, the “Excluded Assets”): (a) Any and all corporatecash, financialbank deposits and other cash equivalents, tax and legal records certificates of Assignor that relate to Assignor’s business generally (including the ownership and operation deposits, marketable securities, cash deposits made by or on behalf of the AssetsFacility Owners to secure contract obligations (except to the extent included under Section 2.1(b)(iii) or that relate to the other Excluded Assets, together with Sunrise receives a duplicate copy (electronic or otherwise) of all of the Files;credit therefor under Section 2.5). (b) Any and all rights in and to claims or causes of action of SALII or the Facility Owners or any trade creditsof their Affiliates against third parties (including, accounts receivablewithout limitation, proceeds for indemnification) with respect to, or revenues attributable which are made under or pursuant to the Owned Assets or the Excluded Assets, and accruing which arose prior to the Effective Time;date of Closing, it being specifically agreed that Sunrise shall be responsible for all costs and expenses (including attorney’s fees) incurred in connection with the prosecution of such claims or causes of action; provided, however, Owned Assets shall include rights in and to any such claims or causes of action to the extent they are in the nature of enforcing a guaranty, warranty or a contract obligation to complete improvements, make repairs or deliver services to any of the Facilities. (c) all Hydrocarbons produced from All prepaid expenses (and rights arising therefrom or attributable related thereto) except to the Properties with respect to any periods of time prior to extent taken into account in determining the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto;adjustment amount under Section 2.5. (d) All contracts of insurance, all coverages and (subject to Section 13.17 below) proceeds thereunder and all rights in connection therewith, including, without limitation, rights arising from any refunds of costs, taxes or expenses attributable due with respect to any periods of time prior insurance premium payments to the Effective Time;extent they relate to such insurance policies. After the Closing, the placement of insurance shall be governed by the Management Agreement. (e) all proceeds from All tangible personal property disposed of or consumed at or in connection with each Facility between the settlements date hereof and the Closing Date for each Facility in accordance with the terms and provisions of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time;this Agreement. (f) To the extent now or hereafter held by or issued in the name of SALII, Manager or their Affiliates (other than the Facility Owners) and not transferable or assignable under applicable law, all bondsLicenses (and any renewals, letters extensions, amendments or modifications thereof), provided, however, that SALII shall, and shall cause Manager and the Affiliates of credit SALII and guaranteesManager, if anyto fulfill their obligations as set forth in Section 6.11 to have such Licenses transferred or reissued in the names of the appropriate SPV, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets;such other party as Joint Venture may direct. (g) Any and all rightsrights of SALI, titlesor any of its Affiliates with respect to the use of (i) all trade names, claims and interests of Assignor trademarks, service marks, copyrights, patents, jingles, slogans, symbols, logos, inventions, computer software or other proprietary material, process, trade secret or trade right used by SALI or its Affiliates under in the operation of the Facilities, (ii) all registrations, applications and licenses for any insurance policy of the foregoing, and (iii) any additional such items acquired or agreementused by SALI or its Affiliates in connection with the operation of each Facility between the date hereof and the Closing Date for each such Facility (collectively, the “Intellectual Property”), provided, however, that the Joint Venture, the SPVs and their Affiliates shall have the right to any insurance proceeds or to or under any bond or bond proceeds;use the Intellectual Property in connection with the operation of the Facilities for so long as the Management Agreements with Manager govern operation of the Facilities. (h) all rights and claims Any records relating to the Excluded Assets and attributable to periods of time prior to liabilities other than the Effective Time, including audit rights;Assumed Obligations. (i) Personal property of all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result officers or employees of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to Sunrise located in their respective personal offices at the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this AssignmentFacilities.

Excluded Assets. The Notwithstanding anything to the contrary set forth herein, the Assets shall not includeinclude the following assets, properties and there is excepted, reserved and excluded from rights of the sale and assignment contemplated herebyCompany (collectively, the following (the “"Excluded Assets”): "): (a) the names SunLink, SunLink Health Systems, SunLink Healthcare and Southern Health Corporation of Jasper and all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; iterations thereof; (b) any trade credits, accounts receivable, proceeds or revenues attributable all ownership and other rights with respect to the Assets Company Benefit Plans, all ERISA Affiliate Plans and accruing prior to the Effective Time; any contracts or agreements related thereto; (c) all Hydrocarbons produced from any permit, approval, license, qualification, registration, certification, authorization or attributable similar right that by its terms is not transferable to the Properties with respect to any periods of time prior to the Effective Time that are Purchaser, including those indicated on Schedule 4.12 as not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; being transferable; (d) all refunds accounts and notes receivable, including any accounts or notes receivable from an Affiliate of costs, taxes the Company and any contingent worker's compensation receivables accruing or expenses attributable relating to any periods of time period prior to the Effective Time; Closing; (e) all proceeds the charter documents of the Company, minute books, stock ledgers, tax identification numbers, books of account and other constituent records relating to the corporate organization of the Company; (f) any rights to causes of action, lawsuits, judgments, claims, defenses, and demands, of any nature available to or being pursued by the Company existing on the Closing Date or arising from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time Company's operations prior to the Effective Time; (f) all bonds, letters of credit Closing Date whether or not accrued and guarantees, if any, posted by Assignor whether or its Affiliates with Governmental Authorities and relating to the Assets; not disclosed; (g) all rights, titles, claims and interests of Assignor or its Affiliates the rights that accrue to the Company under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; this Agreement; (h) all the Company's rights to, and claims relating interest in, its provider agreements with the Medicare and Georgia Medicaid programs, including the provider numbers assigned under such programs to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; Business; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed amounts payable to Assignee as a result of confidentiality obligations the Company with respect to third parties; (k) all amounts paid by third parties party payors pursuant to Assignor or its Affiliates as overhead claims and/or cost reports of the Company for periods of time accruing services rendered prior to the date hereof under any joint operating agreements burdening the Assets; and Closing (l) any matter required to be excluded including all claims and settlements made pursuant to the provisions Indigent Care Trust Fund of Section 2.1(h) the State of this Assignment.Georgia, or Medicare, Medicaid, Blue Cross, and CHAMPUSffRICARE cost reports filed or to be filed by the Company for periods prior to the Closing Date)~ - 3 - SCHEDULE 1.2

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated herebyhereby (collectively, the following (the “Excluded Assets”): (a) all corporateany refund of costs, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) taxes or that relate other expenses borne by Seller or its predecessors in title attributable to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of period prior to the FilesEffective Date; (b) any trade credits, accounts receivable, and all proceeds or and revenues attributable to the Assets and accruing prior to the Effective Time;Date and payable to Seller including, without limitation, proceeds and revenues attributable to production and leasing activities, relating to the Assets; prior to the Effective Date, regardless of when paid; and (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costsand revenues under Contracts including, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds without limitation, from the settlements settlement of Contract contract disputes with purchasers lessees, Buyers or transporters of Hydrocarbons oil and gas or other Minerals or byproducts produced from or attributable to the PropertiesMineral Interests, including including, without limitation, settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance such proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and revenues are attributable to periods of time prior to the Effective Time, including audit rightsDate; (id) all privileged attorney-client claims of Seller for refunds of or loss carry forward for any period prior to the Effective Date, with respect to (i) communications and production, severance or any other taxes attributable to the Assets for any period , (ii) other documents income or franchise taxes, or (other than title opinions)iii) any taxes attributable to the Excluded Assets; (je) all materials amounts due or payable to Seller as adjustments to insurance premiums related to the Assets with respect to any period prior to the Effective Date; (f) any of Seller’s proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and information other intellectual property, excluding Seller’s proprietary seismic data and licenses related to the Assets; . (g) data in respect of the Assets that cannot be disclosed or assigned to Assignee as Buyer without breaching confidentiality arrangements under agreements with persons unaffiliated with Seller after Seller has used its Reasonable Best Efforts to procure a result waiver of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assetssuch prohibitions; and (lh) all recoveries attributable to audit rights arising under any matter required of the Contracts or otherwise with respect to be excluded pursuant any period prior to the provisions Effective Date or to any of Section 2.1(h) of this Assignmentthe Excluded Assets.

Excluded Assets. The Assets shall do not include, and there is excepted, reserved hereby expressly excepted and excluded from the sale therefrom and assignment contemplated herebyreserved to Seller, the following assets and properties (the “Excluded Assets”): (a) all corporaterights, financialclaims, tax and legal records causes of Assignor that action (including warranty and similar claims, indemnity claims, and defenses) whether arising before, on, or after the Effective Time to the extent such rights, claims, and causes of action relate to Assignor’s business generally (including the ownership and operation any of the Assets) Retained Liabilities, Seller Taxes, or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) any of all of the FilesSeller’s indemnity obligations under this Agreement; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets and receivable accruing prior to before the Effective Time; (c) all corporate minute books, financial records and other business records of Seller that relate to Seller’s business generally; (d) all contracts of insurance; (e) all Hydrocarbons produced from or attributable to the Properties Assets with respect to any all periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereofTime, and all proceeds attributable thereto; (df) all claims for refunds of costs, taxes Seller Taxes or other costs or expenses borne by Seller or Seller’s predecessor’s in interest and title attributable to periods prior to the Effective Time; (g) all documents and instruments of Seller (or any periods Seller Affiliate) that are (1) subject to legal privilege (such as the attorney-client privilege or work product doctrine) or un-Affiliated third-Person contractual restrictions on disclosure or transfer, (2) interpretative or subjective data, (3) personnel information, (4) Income Tax information, and (5) records relating to the sale of the Assets, including proposals, and information relating to litigation and claims retained by Seller received from and records of negotiations with third Persons and economic analyses associated therewith; (h) all seismic records, gravity maps, gravity meter surveys, seismic surveys, well logs, and other similar geological or geophysical surveys or data covering any portion of the Leases or Lands, including any processed or reprocessed data, but only to the extent that such data is not transferred by Seller pursuant to Section 1.3(g); (i) Seller’s area wide bonds, permits and licenses or other permits, licenses or authorizations used in the conduct of Seller’s business generally; (j) any refunds due Seller by a third party for any overpayment of rentals, royalties, excess royalty interests or production payments attributable to the Assets with respect to any period of time prior to the Effective Time; (ek) all proceeds from (1) vehicles, (2) any computers and related peripheral equipment, (3) communications equipment, and (4) communications licenses granted by the settlements of Contract disputes with purchasers of Hydrocarbons from Federal Communications Commission or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Timeother governmental body; (fl) all bondsthe equipment, letters inventory, machinery, fixtures and other tangible personal property and improvements and other properties described on Schedule 1.4(l) of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the AssetsDisclosure Letter; (gm) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceedsHedge Contracts; (hn) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assetsreserve estimates; and (lo) any matter required to be excluded pursuant copies of all Records relating to the provisions of Section 2.1(h) of this AssignmentRetained Liabilities.

Excluded Assets. The Assets shall not include, and there is excepted, reserved and excluded from Notwithstanding anything to the sale and assignment contemplated herebycontrary in Section 2.1 or elsewhere in this Agreement, the following assets of PCD (collectively, the “Excluded Assets”):) are excluded from the Purchased Assets, and are to be retained by PCD as of the Closing: (a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation cash or cash equivalents of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the FilesBusiness; (b) any trade credits, bank or brokerage accounts receivable, proceeds or revenues attributable to the Assets of PCD and accruing prior to the Effective Timeits subsidiaries; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale notes and that are upstream accounts receivable of the sales metering point as of the date hereofBusiness, including all trade accounts receivable and other rights to payment from customers, and the full benefit of all proceeds attributable theretosecurity for such accounts or rights to payment; (d) original copies of all refunds financial and accounting records, minute books, non-classified records and Tax records of costsPCD and its subsidiaries, taxes and any other materials that PCD or expenses attributable its subsidiaries are required by Law to any periods of time prior to the Effective Timeretain; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable member’s interests in and to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time;PCD and its subsidiaries (f) all bondscertificates for insurance, letters of credit binders for insurance policies and guaranteesinsurance, if anyand claims and rights thereunder and proceeds thereof, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assetsextent not transferable or assignable; (g) all rightsclaims for refund of Taxes and other governmental charges of whatever nature arising out of PCD’s operation of the Business or ownership of the Purchased Assets prior to the Closing, titles, claims including any Taxes that arise as a result of the sale of the Purchased Assets pursuant to this Agreement and interests any deferred Taxes of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceedsnature; (h) all rights Governmental Authorizations and claims relating all pending applications therefore or renewals thereof, to the Assets and attributable to periods of time prior to the Effective Time, including audit rightsextent not transferable or assignable; (i) all privileged claims, rights, credits, causes of actions, defenses and rights of set-off against third parties relating to or arising from the Excluded Liabilities, whether accruing before or after the Closing, and including all attorney work-product protections, attorney-client (i) communications privileges and (ii) other documents (other than title opinions)legal protections and privileges to which PCD may be entitled in connection with or relating to the Excluded Assets or the Excluded Liabilities; (j) all materials assets related to the D2EO business and information that cannot be disclosed assets required to Assignee as a result continue to operate the D2EO business out of confidentiality obligations to third partiesthe current PCD location at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ including the premises lease (collectively, the “D2EO Business”); (k) all amounts paid rights of PCD under this Agreement and any other documents, instruments or certificates executed in connection with the transactions contemplated by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assetsthis Agreement; and (l) any matter required to be excluded pursuant all machinery, equipment, furniture, furnishings, computer hardware and software, materials, vehicles, tools, dies, molds and other items of tangible personal property of every kind and wherever located, used or held for use in connection with or related to the provisions of Business not set forth on Section 2.1(h2.1(e) of this Assignmentthe Disclosure Schedule.

Excluded Assets. The Assets Notwithstanding anything to the contrary, Seller shall retain all of its rights, title and interests in and to, and shall not includebe deemed to, and there is exceptedsell, reserved and excluded from the sale and assignment contemplated herebytransfer, assign, convey or deliver to Buyer the following (the “Excluded Assets”): (a) all corporate(i) Organizational Documents, financialminute books, tax and legal stock registers and other books and records of Assignor that relate Seller as pertain to Assignor’s business generally the ownership, organization or existence of Seller, and (ii) other books and records of Seller, including copies of all books and records (including the Tax Returns and materials related to Taxes with respect to Seller) relating to its ownership and and/or operation of the Assets) or that relate Seller and its business prior to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the FilesClosing; (b) other than the QSE Receivable, all rights, Contracts and Liabilities between Seller, on the one hand, and any trade creditsof its Affiliates, accounts receivableon the other hand, proceeds or revenues attributable to including those set forth on Section 2.03(b) of the Assets and accruing prior to the Effective TimeSeller Disclosure Letter; (c) all Hydrocarbons produced from or attributable to the Properties with respect to personnel files for any periods of time prior to the Effective Time employee that are is not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable theretoa Continuing Employee; (d) all refunds bank accounts of costsSeller and all Cash Equivalents, taxes whether held therein or expenses attributable to any periods of time prior to the Effective Timeotherwise; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective TimeSeller Benefit Plans; (f) all bondsrights of Seller under this Agreement, letters of credit the Confidentiality Agreement and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the AssetsAncillary Agreements; (g) all Tax assets of Seller and the Acquired Assets, whether current or deferred, including all claims, rights, titlesinterests and proceeds with respect to state or local Tax refunds that relate or are attributable to periods (or portions thereof) ending on or prior to the Closing Date and the right to pursue appeals thereof, claims and interests of Assignor or its Affiliates under but excluding any insurance policy or agreement, prepaid Property Taxes with respect to any insurance proceeds or the Acquired Assets that relate to or under any bond are attributable to periods (or bond proceedsportions thereof) beginning after the Closing Date to the extent included in the calculation of the Closing Date Net Working Capital Amount or otherwise taken into account in the calculation of the final Purchase Price; (h) all rights Insurance Policies and claims relating all insurance benefits to the Assets and attributable to periods of time prior to the Effective Time, including audit rightsextent not included as an Acquired Asset as contemplated by Section 2.02(i); (i) all privileged attorney-client (iContracts related to Commodity ▇▇▇▇▇▇, including those set forth on Section 2.03(i) communications and (ii) other documents (other than title opinions)of the Seller Disclosure Letter; (j) all materials (i) Information to the extent related to the Excluded Assets and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third partiesRetained Liabilities and (ii) Privileged Information, and, in each case, all Privileges related thereto; (ki) all amounts paid by third parties to Assignor Intellectual Property of Seller or any of its Affiliates that is not exclusively used or held for use in the operation of the Facility, (ii) all Seller Marks and all rights thereto and (iii) all posters, pamphlets, stickers, training material, templates, models, instructions, audio and/or visual recordings, guidelines, printed and electronic materials, and other works of authorship regarding or referencing Seller’s or its Affiliates Affiliates’ management philosophy referred to as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; and “Market Based Management” or “MBM” (l“MBM Materials”), in each case together with (A) all copies and tangible embodiments thereof (in whatever form or medium), and (B) any matter required past, present or future claims or causes of actions arising out of or related to be excluded pursuant to any infringement, dilution, misappropriation or other violation of the provisions of Section 2.1(h) of this Assignment.foregoing;

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved reserved, and excluded from the sale sale, transfer, and assignment contemplated hereby, hereby the following excluded properties, rights, and interests (collectively, the “Excluded Assets”): (a) all corporatetrade credits and all accounts, financialinstruments, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues general intangibles attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods period of time prior to the Effective Time; (eb) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from except for those Claims or attributable rights against a third party for which Buyer has agreed to indemnify Seller pursuant to the Propertiesterms of this Agreement, including settlement all Claims of take-or-pay disputesSeller, (i) arising from acts, insofar as said proceeds are attributable omissions, or events, or damage to any periods or destruction of time property, occurring prior to the Effective Time;, (fii) all bonds, letters of credit and guarantees, if any, posted by Assignor arising under or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, respect to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to of the Assets and Contracts that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), or (iii) with respect to any of the other Excluded Assets; (c) all rights and interests of Seller, (i) under any policy or agreement of insurance or indemnity, (ii) under any bond, or (iii) to any insurance or condemnation proceeds or awards arising in each case from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time, including audit rightsall insurance proceeds related to the Dry Canyon Compressor Station Incident; (d) all Hydrocarbons produced from or otherwise attributable to the Interests (including those barrels of condensate that Seller has produced prior to the Effective Time but not yet sold from the ▇▇▇▇▇), with respect to all periods prior to the Effective Time, together with all proceeds from the sale of such Hydrocarbons and all Tax credits attributable thereto, in each case to be verified with tank straps, gauge sheets, electronic monitoring, regulatory records or any other verifiable means; (e) all Claims of Seller for refunds of or loss carry forwards with respect to: (i) ad valorem, severance, production, or any other Taxes attributable to any period prior to the Effective Time, (ii) income, gross margin, or franchise Taxes, (iii) any Taxes attributable to the other Excluded Assets, and such other refunds, and rights thereto, for amounts paid in connection with the Assets and attributable to the period prior to the Effective Time, including refunds of amounts paid under any gas gathering or transportation agreement; (f) all amounts due or payable to Seller as adjustments to insurance premiums related to the Assets with respect to any period prior to the Effective Time; (g) all proceeds, income, or revenues (and any security or other deposits made) attributable to the Assets for any period prior to the Effective Time, or any other Excluded Assets; (h) all of Seller’s proprietary technology and improvements, proprietary or licensed computer software, patents, trade secrets, copyrights, names, trademarks, logos, and other intellectual property, including the server associated with the SCADA equipment, but excluding the SCADA equipment itself; (i) all privileged documents and instruments of Seller that may be protected by the attorney-client (i) communications and (ii) privilege, work product doctrine, or other documents (other than title opinions)privilege; (j) all materials data, information, and information other property, rights, or interests that cannot be disclosed or assigned to Assignee Buyer as a result of confidentiality obligations or similar arrangements for which no consent to third partiesdisclose or assign has been received, or to the extent such disclosure or assignment is subject to payment of a fee or other consideration, for which Buyer has not agreed in writing to pay the fee or other consideration, as applicable; (k) all amounts paid by third parties audit rights arising under any of the Contracts or otherwise with respect to Assignor or its Affiliates as overhead for periods of time accruing any period prior to the date hereof under Effective Time or to any joint operating of the other Excluded Assets; (l) all corporate, income tax, and financial records of Seller not included in the Records; (m) all agreements burdening providing for options, swaps, floors, caps, collars, forward sales, or forward purchases involving commodities or commodity prices, or indices based on any of the Assetsforegoing and all other similar agreements and arrangements; and (ln) any matter required to be excluded pursuant to the provisions of Section 2.1(hfirm transportation agreements with Ruby Pipeline, L.L.C. and Wyoming Interstate Gas Company (Overthrust) of this Assignmentonly.

Excluded Assets. The Assets shall Seller is selling its interest in the Assets, but is not include, selling and there is excepted, reserved retaining its interest in and excluded from to the sale and assignment contemplated herebyExcluded Assets. As used herein, the following (the term “Excluded Assets”): (a) ” refers to all corporateof Seller’s right, financialtitle, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership interest in and operation of the Assets) or that relate to the other Excluded Assetsfollowing: A. All company records and files, together with a duplicate copy (electronic or otherwise) of all of including tax related records, to the Files; (b) any trade credits, accounts receivable, proceeds or revenues attributable extent not related to the Assets and accruing any copies of the Records that Seller chooses to retain; B. All deposits, cash, checks, funds and accounts receivable attributable to Seller’s interest in the Assets with respect to any period prior to the Effective Time; (c) all C. All Hydrocarbons produced from or attributable to the Properties Assets with respect to any periods of time period prior to the Effective Time that and all Hydrocarbons attributable to the Assets which, at the Effective Time, are not in storage prior to sale and that are upstream of the sales metering point as of the date hereofstorage, within processing plants, in pipelines or otherwise held in inventory and all proceeds attributable theretoassociated therewith; D. All receivables and cash proceeds which were expressly taken into account and for which credit was given in the determination of the adjustments to the Purchase Price pursuant to Section 2.4 and 13.1; E. Claims of Seller for refund of or loss carry forwards with respect to (di) all refunds of costs, taxes or expenses Taxes attributable to any periods of time period prior to the Effective Time; Time and (eii) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or Taxes attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Excluded Assets; (g) F. Except as otherwise provided in Section 4.5, all rights, titles, claims and interests of Assignor Seller or its Affiliates any affiliate of Seller under any insurance policy or agreementagreement of insurance, to any insurance proceeds or to or under any bond or bond proceedsany insurance or condemnation proceeds or awards; G. All computer or communications software or intellectual property (hincluding tapes, data and program documentation and all tangible manifestations and technical information relating thereto) all rights and claims relating to owned, licensed or used by Seller other than handheld devices used in the Assets and attributable to periods day-to-day operation of time prior to the Effective Time, including audit rights▇▇▇▇▇; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result H. Any logo, service ▇▇▇▇, copyright, trade name or trademark of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or associated with Seller or any of its Affiliates as overhead for periods affiliates or any business or division of time accruing prior to the date hereof under Seller or any joint operating agreements burdening the Assetsof its affiliates; and (l) any matter required to be I. Any Asset excluded from this Agreement pursuant to the provisions of Section 2.1(h) Sections 4.6A, 4.6B.1 and 5.2C of this AssignmentAgreement, together with the pro-rata share of all Hydrocarbons associated therewith and all other assets attributable or appurtenant thereto.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated herebyhereby (collectively, the following (the “Excluded Assets”): (a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any All trade credits, accounts receivable, proceeds or revenues notes receivable, and other receivables attributable to the Assets with respect to any period of time prior to the Effective Time; (b) All deposits, cash, checks in process of collection, cash equivalents, and accruing funds attributable to the Assets with respect to any period of time prior to the Effective Time; (c) all Hydrocarbons produced All claims and causes of action of Seller arising from acts, omissions, or attributable events relating to (i) the Properties with respect Assets, or damage to any periods or destruction of time the Assets, occurring prior to the Effective Time that are not in storage prior to sale and that are upstream or (ii) any of the sales metering point as of Excluded Assets or the date hereof, and all proceeds attributable theretoRetained Assets; (d) all refunds All rights, titles, claims, and interests of costsSeller arising prior to the Effective Time under any policy or agreement of insurance or bond, taxes or expenses attributable to any periods of time insurance proceeds or awards relating to events, circumstances, or occurrences prior to the Effective Time; (e) all proceeds from All claims of Seller for refund of, or loss carry forwards with respect to, (i) ad valorem, severance, production, property, excise, or any other taxes attributable to any period prior to the settlements of Contract disputes with purchasers of Hydrocarbons from Effective Time (even if applied for after the Effective Time), (ii) income or franchise taxes imposed on Seller or its Affiliates, or (iii) any taxes attributable to the PropertiesExcluded Assets or the Retained Assets; (f) All amounts due or payable to Seller as adjustments or refunds under any Material Agreements with respect to any period prior to the Effective Time (excluding all rights and interests with respect to Imbalances existing as of the Effective Time conveyed as part of the Assets); (g) All proceeds, including settlement of take-or-pay disputes, insofar as said proceeds are income or revenues (and any security or other deposits made) to the extent attributable to (i) the Assets prior to the Effective Time (excluding all rights and interests with respect to Imbalances existing as of the Effective Time conveyed as part of the Assets) or (ii) the Excluded Assets or the Retained Assets; (h) All amounts due or payable to Seller as adjustments to insurance premiums related to any periods of time period prior to the Effective Time; (fi) all bondsAll of Seller’s proprietary computer software, letters technology, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property (excluding the interests in seismic, engineering, geological, and geophysical data conveyed as part of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials All documents and information instruments of Seller that cannot may be disclosed to Assignee as a result of confidentiality obligations to third partiesprotected by an attorney-client privilege; (k) all amounts paid by third parties Audit rights arising under any of the Contracts or otherwise with respect to Assignor or its Affiliates as overhead for periods of time accruing any period prior to the date hereof under Effective Time or to any joint operating agreements burdening of the Excluded Assets or Retained Assets; (l) All corporate minute books, financial records, and other business records of Seller that relate to Seller’s business generally; (m) All personal computers and associated peripherals, and radio and telephone equipment; (n) All of Seller’s vehicles and rolling stock; (o) All assets and interests excluded from the “Assets” pursuant to ARTICLE 7 or ARTICLE 8; and (lp) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.All items listed on Exhibit F.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there therefore is excepted, reserved and excluded from the purchase and sale and assignment contemplated herebyherein, all other assets that do not constitute the Assets including, without limitation, the following (the “Excluded Assets”): (ai) all corporateAll of Seller’s corporate minute books, financialfinancial records, income tax records, and legal other business records of Assignor that relate to AssignorSeller’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files); (bii) any All trade credits, accounts receivableall accounts, proceeds all receivables of Seller (or its affiliates) and all other proceeds, income, or revenues of Seller (or its affiliates) attributable to the Assets and accruing prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods period of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable theretoDate; (diii) all refunds All funds held in suspense by Seller in respect of costs, taxes or expenses attributable to the Assets for any periods period of time prior to the Effective TimeDate; (eiv) all proceeds from the settlements All claims and causes of Contract disputes with purchasers action of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor Seller or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and affiliates that are attributable to periods of time prior to the Effective Time, Date (including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinionsclaims for adjustments or refunds); (jv) All rights and interests of Seller (a) under any policy or agreement of insurance or indemnity, (b) under any bond, or (c) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions, or events or damage to or destruction of property attributable to any period of time prior to the Effective Date; (vi) Seller’s rights with respect to all materials proceeds attributable to the Assets with respect to all periods prior to the Effective Date and information related proceeds; (vii) Any and all claims of Seller or any of its affiliates for refunds of, rights to receive funds from any governmental authority, credits attributable to, loss carryforwards with respect to, or similar tax assets relating to (a) Asset taxes attributable to any period (or portion thereof) ending prior to the Effective Date; (b) any taxes attributable to the Excluded Assets; and (c) any other taxes relating to the ownership or operation of the Assets or the receipt of proceeds therefrom that are attributable to any period (or portion thereof) ending prior to the Effective Date; (viii) All rights, benefits, claims, and releases of Seller or its affiliates under or with respect to any contract that are attributable to periods of time prior to Closing; (ix) All of Seller’s proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos, and other intellectual property; (x) All documents and instruments of Seller that may be protected by legal privilege, including attorney-client privilege or any attorney work product doctrine; (xi) All data that cannot be disclosed to Assignee by Seller as a result of confidentiality obligations to third partiesarrangements under existing written agreements; (kxii) all amounts paid by third parties All audit rights arising under any of the contracts or otherwise with respect to Assignor or its Affiliates as overhead for periods of time accruing any period prior to the date hereof under Effective Date or to any joint operating agreements burdening of the Excluded Assets; (xiii) Documents prepared or received by Seller or its affiliates with respect to (a) lists of prospective purchasers for such transactions compiled by Seller; (b) bids submitted by other prospective purchasers of the Assets; (c) analyses by Seller or its affiliates of any bids submitted by any prospective purchaser; (d) correspondence between or among Seller, its representatives, and any prospective purchaser other than Buyer; and (e) correspondence between Seller or any of its representatives with respect to any of the bids, the prospective purchasers, or the transactions contemplated hereby; (xiv) A copy of all Records transferred to Buyer hereunder; (xv) Vehicles and rolling stock; (xvi) Any contracts that constitute master services agreements or similar contracts other than the Operating Contracts; and (lxvii) any matter required to be excluded pursuant to Any of Seller’s assets other than the provisions of Section 2.1(h) of this AssignmentAssets whether or not listed on Exhibit D attached hereto.

Excluded Assets. The Notwithstanding any provision of this Agreement to the contrary, the Owned Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, include any of the following (collectively, the “"Excluded Assets”"): (a) Any and all corporatecash, financialbank deposits and other cash equivalents, tax and legal records certificates of Assignor that relate to Assignor’s business generally (including the ownership and operation deposits, marketable securities, cash deposits made by or on behalf of the Assets) or that relate Facility Owners to secure contract obligations (except to the other Excluded Assets, together with extent Sunrise receives a duplicate copy (electronic or otherwise) of all of the Files;credit therefor under Section 2.6). (b) Any and all rights in and to claims or causes of action of SALII or the Facility Owners or any trade creditsof their Affiliates against third parties (including, accounts receivablewithout limitation, proceeds for indemnification) with respect to, or revenues attributable which are made under or pursuant to the Owned Assets or the Excluded Assets, and accruing which arose prior to the Effective Time;date of Closing, it being specifically agreed that Sunrise shall be responsible for all costs and expenses (including attorneys fees) incurred in connection with the prosecution of such claims or causes of action; provided, however, Owned Assets shall include rights in and to any such claims or causes of action to the extent they are in the nature of enforcing a guaranty, warranty or a contract obligation to complete improvements, make repairs or deliver services to any of the Facilities. (c) all Hydrocarbons produced from All prepaid expenses (and rights arising therefrom or attributable related thereto) except to the Properties with respect to any periods of time prior to extent taken into account in determining the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto;Adjustment Amount under Section 2.6. (d) all refunds of costsAll loan agreements and other instruments evidencing indebtedness for borrowed money, taxes or expenses attributable to any periods of time prior to except in connection with the Effective Time;Fred▇▇▇ ▇▇▇ Loans. (e) All contracts of insurance, all coverages and (subject to Section 13.17 below) proceeds thereunder and all rights in connection therewith, including, without limitation, rights arising from the settlements of Contract disputes any refunds due with purchasers of Hydrocarbons from or attributable respect to insurance premium payments to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable extent they relate to any periods of time prior to the Effective Time;such insurance policies. (f) all bonds, letters All tangible personal property disposed of credit or consumed at or in connection with the Facilities between the date hereof and guarantees, if any, posted by Assignor or its Affiliates the Closing Date in accordance with Governmental Authorities the terms and relating to the Assets;provisions of this Agreement. (g) To the extent now or hereafter held by or issued in the name of SALII, Manager or their Affiliates (other than the Facility Owners) and not transferrable or assignable under applicable law, all rightsLicenses (and any renewals, titlesextensions, claims amendments or modifications thereof), provided, however, that SALII shall, and interests shall cause Manager and the Affiliates of Assignor or its Affiliates under any insurance policy or agreementSALII and Manager, to any insurance proceeds fulfill their obligations as set forth in Section 6.12 to have such Licenses transferred or to reissued in the names of the appropriate Facility Owner, or under any bond or bond proceeds;such other party as SHP may direct. (h) Any and all rights and claims relating of SALI, or any of its Affiliates with respect to the Assets and attributable to periods use of time prior to the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and trade names, trademarks, service marks, copyrights, patents, jingles, slogans, symbols, logos, inventions, computer software or other proprietary material, process, trade secret or trade right used by SALI or its Affiliates in the operation of the Facilities, (ii) other documents all registrations, applications and licenses for any of the foregoing, and (other than title opinions); (jiii) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid any additional such items acquired or used by third parties to Assignor SALI or its Affiliates as overhead for periods in connection with the operation of time accruing prior to the Facilities between the date hereof under any joint operating agreements burdening and the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.Closing

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale sale, transfer and assignment contemplated hereby, hereby the following excluded properties, rights and interests (collectively, the “Excluded Assets”): (a) all corporatethose assets, financialinterests, tax rights and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Filesproperties described in Exhibit C; (b) any all trade creditscredits and all accounts, accounts receivable, proceeds or revenues instruments and general intangibles attributable to the Assets and accruing with respect to any period of time prior to the Effective Time; (c) all Hydrocarbons produced from except for those Claims or attributable rights against a third party for which Buyer has agreed to indemnify Seller pursuant to the Properties terms of this Agreement, all Claims of Seller, (i) arising from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts that are attributable to periods of time prior to the Effective Time that are not in storage prior (including claims for adjustments or refunds), or (iii) with respect to sale and that are upstream any of the sales metering point as of the date hereof, and all proceeds attributable theretoother Excluded Assets; (d) all refunds rights and interests of costsSeller, (i) under any policy or agreement of insurance or indemnity, (ii) under any bond, taxes or expenses attributable or (iii) to any periods insurance or condemnation proceeds or awards arising in each case from acts, omissions or events, or damage to or destruction of time property, occurring prior to the Effective Time; (e) all Hydrocarbons produced from or otherwise attributable to the Subject Interests with respect to all periods prior to the Effective Time, excluding those Hydrocarbons referenced in Section 1.02(g) together with all proceeds from the settlements sale of Contract disputes such Hydrocarbons, and all Tax credits attributable thereto; (f) all Claims of Seller for refunds of or loss carry forwards with purchasers of Hydrocarbons from respect to (i) ad valorem, severance, production or any other Taxes attributable to any period prior to the Effective Time, (ii) income, gross margin or franchise Taxes, (iii) any Taxes attributable to the Propertiesother Excluded Assets, and such other refunds, and rights thereto, for amounts paid in connection with the Assets and attributable to the period prior to the Effective Time, including settlement refunds of take-or-pay disputes, insofar amounts paid under any gas gathering or transportation agreement; (g) all amounts due or payable to Seller as said proceeds are attributable adjustments to insurance premiums related to the Assets with respect to any periods of time period prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights proceeds, income or revenues (and claims relating any security or other deposits made) attributable to the Assets and attributable to periods of time for any period prior to the Effective Time, including audit rightsor any other Excluded Assets; (i) subject to Section 1.02(f), all privileged attorney-client (i) communications of Seller’s proprietary technology and (ii) improvements, computer software, patents, trade secrets, copyrights, names, trademarks, logos and other documents (other than title opinions)intellectual property; (j) all materials documents and instruments of Seller that may be protected by an attorney-client or other privilege; (k) data, information and other property, rights or interests that cannot be disclosed or assigned to Assignee Buyer as a result of confidentiality obligations to third partiesor similar arrangements; (kl) all amounts paid by third parties audit rights arising under any of the Contracts or otherwise with respect to Assignor or its Affiliates as overhead for periods of time accruing any period prior to the date hereof under Effective Time or to any joint operating agreements burdening of the other Excluded Assets; (m) all computers, printers and other electronic equipment located in any buildings, offices or trailers that may belong to Seller and that may constitute part of the Assets, including, all software and electronic data relating in any way to such electronic equipment; (n) All corporate, income tax and financial records of Seller not included in the Records; and (lo) all agreements providing for options, swaps, floors, caps, collars, forward sales or forward purchases involving commodities or commodity prices, or indexes based on any matter required to be excluded pursuant to of the provisions of Section 2.1(h) of this Assignmentforegoing and all other similar agreements and arrangements.

Excluded Assets. The Assets Notwithstanding anything to the contrary contained in this Agreement, for the avoidance of doubt, Seller shall retain all of its right, title and interest in and to the following assets, properties and rights, and Seller shall not includesell, and there is exceptedassign, reserved and excluded from the sale and assignment contemplated herebytransfer, convey or deliver to Buyer hereunder any of the following assets, properties or rights (collectively, the “Excluded Assets”): (a) all corporate, financial, tax Third Party Hydrocarbon Inventory and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the FilesSeller’s Inventory; (b) any trade credits, accounts receivable, proceeds or revenues attributable to the Assets all Excluded Books and accruing prior to the Effective TimeRecords of Seller; (ci) all Hydrocarbons produced from rights to Claims, refunds or attributable to the Properties adjustments with respect to the Acquired Assets which relate to any periods of time period prior to the Effective Time and with respect to the Excluded Assets, (ii) all other refunds or adjustments relating to any Action with respect to the Excluded Assets and (iii) all rights to insurance proceeds or other insurance recoveries that (A) relate to, or are not in storage reimbursement for, Seller’s or any Seller Affiliate’s expenditures made prior to sale and that the Effective Time for which insurance proceeds are upstream of available or due to Seller or such Affiliate with respect to the sales metering point as of the date hereof, and all proceeds attributable theretoAcquired Assets or (B) relate to Excluded Assets or Retained Liabilities; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective TimeSeller’s cash and cash equivalents on hand and in bank accounts; (e) all proceeds from of Seller’s accounts receivable and audit rights relating thereto arising under any of the settlements Contracts or otherwise with respect to any of Contract disputes the Excluded Assets and, with purchasers of Hydrocarbons from or attributable respect to the PropertiesAcquired Assets, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to for any periods of time period prior to the Effective Time; (f) all bonds, letters of credit Seller’s net operating losses and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and Tax refunds relating to the AssetsExcluded Assets and with respect to the Acquired Assets for any Pre-Closing Tax Period; (g) all of Seller’s rights, titles, claims title and interests of Assignor interest in and to all posted surety or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceedsperformance bonds including those set forth on Schedule 1.2(g) (the “Credit Support Instruments”); (h) all of Seller’s rights under the Contracts that are described and claims relating to set forth on Schedule 1.2(h) (collectively, the Assets and attributable to periods of time prior to the Effective Time, including audit rights“Excluded Contracts”); (i) except for the Intellectual Property set forth on Schedule 1.1(f), all privileged attorney-client of Seller’s Intellectual Property (i) communications and (ii) other documents (other than title opinionscollectively, the “Excluded Intellectual Property”);; and (j) all materials and information the personal property of Seller that canis not be disclosed to Assignee as a result of confidentiality obligations to third parties; Personal Property, including personal property set forth on Schedule 1.2(j) (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment“Excluded Personal Property”).

Excluded Assets. The Assets shall do not include, and there is excepted, reserved hereby expressly excepted and excluded from the sale therefrom and assignment contemplated herebyreserved to Seller, the following (collectively, the “Excluded Assets”): (ai) (A) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade credits, accounts receivable, proceeds or revenues notes receivable, and other receivables attributable to the Assets with respect to any period of time prior to the Effective Time, (B) all deposits, cash, checks in process of collection, cash equivalents, and accruing funds attributable to the Assets with respect to any period of time prior to the Effective Time, and (C) funds attributable to third parties for the sale of Hydrocarbons prior to the Effective Time; (cii) Claims (A) arising from acts, omissions, or events, or damage to or destruction of property occurring prior to the Effective Time; or (B) affecting any of the other Excluded Assets or Retained Liabilities; (iii) all rights, titles, claims, and interests of Seller arising prior to the Effective Time (A) under any policy or agreement of insurance or indemnity, (B) under any bond, or (C) to any insurance proceeds or awards; (iv) all Hydrocarbons produced from or attributable to the Properties Assets with respect to all periods prior to the Effective Time, excluding all rights and interests with respect to Imbalances as of the Effective Time to the extent the Base Purchase Price is adjusted pursuant to Section 2.03, together with all proceeds from or attributable to such Hydrocarbons, except to the extent that such Hydrocarbons are the subject of an adjustment to the Purchase Price pursuant to Section 2.3; (v) claims of Seller for refund of, or loss carry forwards with respect to (A) production, ad valorem, property, severance, excise, or any other Taxes attributable to the Assets during any period prior to the Effective Time, (B) income or franchise taxes imposed on Seller or its Affiliates, and (C) all other Taxes attributable to any of the other Excluded Assets, including credits or refunds related to high cost gas severance Tax exemptions; (vi) all amounts due or payable to Seller as adjustments or refunds under any contracts, with respect to periods prior to the Effective Time, specifically including (A) credits, adjustments, or refunds under any order, act, statute, rule, law, or regulation, (B) amounts recoverable from audits under operating agreements, but excluding all rights and interests with respect to Imbalances as of time the Effective Time except to the extent such Imbalances are the subject of an adjustment to the Base Purchase Price pursuant to Section 2.3, and (C) claims for refund of legal fees incurred prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable theretopending interpleader action described on Schedule 3.4; (dvii) all refunds of costs, taxes amounts due or expenses attributable payable to Seller as adjustments to insurance premiums related to any periods of time period prior to the Effective Time; (eviii) all proceeds from the settlements of Contract disputes proceeds, benefits, income, or revenues accruing (and any security or other deposits made) with purchasers of Hydrocarbons from or attributable respect to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (fA) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rightsbut excluding all rights and interests with respect to Imbalances as of the Effective Time except to the extent such Imbalances are the subject of an adjustment to the Base Purchase Price pursuant to Section 2.3; and (B) any of the other Excluded Assets; (iix) all privileged seismic, geochemical, and geophysical information which Seller does not have the clear right to transfer to Buyer; (x) the Transportation Agreements, in accordance with Section 5.11; (xi) all of Seller’s and its Affiliates’ intellectual property, including proprietary computer software, patents, trade secrets, copyrights, names, marks, and logos, but not including proprietary seismic, geochemical, and geophysical information and data to be transferred pursuant to this Agreement; (xii) any pipelines, fixtures, tanks, or equipment located on the Assets that belong to third parties (other than Affiliates of Seller), such as lessors or purchasers of Hydrocarbons; (xiii) any Property Agreement that is identified as a Required Consent and as to which the necessary consents to transfer are not obtained as contemplated by Section 5.4; (xiv) all documents of Seller that may be protected by an attorney-client (i) communications and (ii) other documents privilege (other than title opinionsopinions and work product relating to any litigation or disputes assumed by Buyer); (jxv) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third partiesleased vehicles; (kxvi) Seller’s Emergency Response Trailer; (xvii) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening software even if used exclusively in connection with the Assets; (xviii) subject to Section 5.8(b), all radio telemetry equipment, tower leases, related radio equipment leases and radio licenses; (xix) all computers, telephone equipment, office equipment and computer peripherals and printers not located in the Field Offices or not owned by Seller (even if physically located in the Field Offices), cell phones and blackberries; and (lxx) any matter required to be excluded pursuant subject to the provisions terms of Section 2.1(h) of this Assignmentthe Side Letter Agreement (as hereinafter defined), the properties described on Schedule 1.2.

Excluded Assets. The Notwithstanding anything herein to the contrary, from and after the Closing, Seller and its Affiliates shall retain all of their existing right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Transferred Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated hereby, the following (collectively, the “Excluded Assets”): (a) all corporate, financial, tax and legal records any asset or class of Assignor that relate to Assignor’s business generally (including assets excluded from the ownership and operation defined terms set forth in Section 2.1 by virtue of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Fileslimitations expressly stated therein; (b) any trade all Tax assets (including refunds, credits, accounts receivableprepayments and loss carryforwards, proceeds and any deferred tax assets recorded pursuant to GAAP) of Seller or revenues attributable any of its Affiliates, which, for clarification, does not include any Affiliate that is a Transferred Subsidiary, and, for further clarification, Tax assets of Transferred Subsidiaries shall be subject to the Assets and accruing prior to the Effective Timeprovisions of Section 5.4(h); (c) all Hydrocarbons produced from or attributable assets and rights to the Properties with respect to any periods of time prior to the Effective Time that are not extent provided for in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable theretoSection 5.5; (d) all refunds casualty insurance policies and rights thereunder (other than those listed on Schedule 2.2(d)), including all insurance proceeds which Seller or any of costsits Affiliates has a right to receive as of the Closing and that relate to events, taxes circumstances or expenses attributable to any periods of time occurrences prior to the Effective TimeClosing, unless such proceeds are reflected in the Historical Carve-Out Financial Statements or are received or receivable from damage or casualty insurance policies relating to any physical loss of or damage to any Leased Real Property, Owned Real Property or Inventory, arising from any event, circumstance or occurrence between the date hereof and the Closing Date, but only to the extent any loss or damage or portion thereof is not actually repaired or replaced by Seller; (e) all proceeds from Intellectual Property (other than the settlements Transferred Intellectual Property) owned, used or held for use by Seller or any of Contract disputes with purchasers of Hydrocarbons from or attributable to its Affiliates (other than the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective TimeTransferred Subsidiaries); (f) all bondsinvoices, letters of credit shipping documents, purchase orders and guarantees, if any, posted by Assignor other preprinted business forms that have any Trademark thereon other than those Trademarks included in the Transferred Intellectual Property or its Affiliates with Governmental Authorities and relating Transferred Subsidiary Intellectual Property or subject to the Assetsa license to be granted to Buyer; (g) all rightscash and cash equivalents of the Business, titles, claims and interests except to the extent (x) a check is deposited but uncleared as of Assignor the Closing or its Affiliates (y) representing proceeds of insurance not constituting an Excluded Asset under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceedsSection 2.2(d); (h) all rights Intracompany Receivables and claims relating Intracompany Agreements, to the Assets and attributable to periods of time prior to the Effective Time, including audit rightsextent provided in Section 2.9; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinionsContracts listed on Schedule 2.2(i); (j) all materials Fixtures and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third partiesEquipment listed on Schedule 2.2(j); (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior to personnel records, other than the date hereof under any joint operating agreements burdening the Assets; andTransferred Employees’ Records; (l) any matter required all assets (other than Inventory) primarily used in the provision of products or services to be excluded provided pursuant to any Ancillary Agreement in which Seller or one of its Affiliates is providing products or services to Buyer or one of its Affiliates, other than those items set forth on Schedule 2.2(l); (m) all claims with respect to debtors or debtors-in-possession subject to proceedings under Chapter 11 of Title 11 of the provisions United States Bankruptcy Code to the extent such claims are subject to an order entered by a United States Bankruptcy Court that would void or otherwise materially affect the Transaction in the event any relevant consent is not obtained from such Bankruptcy Court or the relevant debtor or debtor-in-possession prior to the Closing; (n) all claims, causes of Section 2.1(h) of this Assignment.action, lawsuits, judgments and demands related to Ea▇▇▇▇▇ ▇odak Company v.

Excluded Assets. The Notwithstanding anything to the contrary contained in this Agreement, the Assets shall not include, and there is excepted, reserved and excluded from the purchase and sale and assignment contemplated hereby, the following (collectively, the “Excluded Assets”): (a) all corporate, financial, tax and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) Copies of all of the FilesRecords; (b) any trade creditsAll deposits, cash, checks, funds and accounts receivable, proceeds or revenues receivable attributable to the Assets and accruing with respect to any period prior to the Effective Time; (c) all Hydrocarbons All (i) oil, gas and other hydrocarbons produced from or attributable to the Properties Subject Interests with respect to any all periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, (ii) oil, gas and other hydrocarbons attributable to the Subject Interests which, at the Effective Time, are in storage, within processing plants, in pipelines or otherwise held in inventory, and (iii) proceeds from or of such oil, gas and other hydrocarbons; (d) All receivables and cash proceeds which were expressly taken into account and for which credit was given in the determination of Net Cash Flow pursuant to Section 3.3, as adjusted pursuant to Section 3.4; (e) Claims of Seller for refund of, credit attributable to, or loss carry forwards with respect to (i) Taxes attributable to any period prior to the Effective Time or (ii) any Taxes attributable to the Excluded Assets; (f) All corporate, financial, Tax and legal records of Seller; (g) All rights, titles, interests and claims of Seller or any Affiliate of Seller with respect to the Assets (i) under any policy or agreement of insurance, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards (to the extent such insurance or condemnation proceeds or awards relate to events occurring prior to the Effective Time); (h) All computer or communications software or intellectual property (including audit rightstapes, data, and program documentation and all tangible manifestations and technical information relating thereto) owned, licensed, or used by Seller; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions)Any logo, service ▇▇▇▇, copyright, trade name or trademark of or associated with Seller or any Affiliate of Seller or any business of Seller or of any Affiliate of Seller; (j) All rights, titles, and interests of Seller or any Affiliate of Seller in and to all materials cars, trucks, trailers and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third partiesall other rolling stock; (k) all amounts paid by third parties to Assignor Any futures, options, swaps, ▇▇▇▇▇▇ or other derivatives of Seller or any of its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the AssetsAffiliates; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this AssignmentAll rights, interests, assets and properties described in Schedule 2.2(l).

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated herebyTransaction (collectively, the following (the “"Excluded Assets”"): (a) (i) all corporate, financial, income, tax and legal records of Assignor Seller that relate to Assignor’s Seller's business generally (including the ownership and operation of whether or not relating to the Assets) or and (ii) all books, records and files that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) all rights to any trade credits, accounts receivable, proceeds refunds for taxes or revenues other costs or expenses borne by Seller or Seller's predecessor's in interest and title attributable to the Assets and accruing periods prior to the Effective Time; (c) all Hydrocarbons produced from Seller's area wide bonds, permits and licenses or attributable to other permits, licenses or authorizations used in the Properties with respect to any periods conduct of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable theretoSeller's business generally; (d) all refunds of coststrade credits, taxes account receivables, note receivables, take or expenses pay amounts receivable, and other receivables attributable to the Assets with respect to any periods period of time prior to the Effective Time; (e) all proceeds from the settlements any refunds due Seller by a third party for any overpayment of Contract disputes with purchasers of Hydrocarbons from rentals, royalties, excess royalty interests or production payments attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable Assets with respect to any periods period of time prior to the Effective Time;; and (f) all bondsany causes of action, letters of credit and guaranteesclaims, if anyrights, posted by Assignor indemnities or its Affiliates defenses with Governmental Authorities and relating respect to the Assets; (g) all rights, titles, claims and interests of Assignor whether arising before or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to after the Effective Time, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid by third parties to Assignor or its Affiliates as overhead for periods of time accruing prior relate to the date hereof under Retained Liabilities or with respect to any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions indemnification obligation of Section 2.1(h) of this AssignmentSeller hereunder as more fully described in Article 14 below.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale sale, transfer and assignment contemplated herebyhereby the following excluded properties, rights and interests (collectively, the following (the “"Excluded Assets”"): (a) all corporatethose assets, financialinterests, tax rights and legal records of Assignor that relate to Assignor’s business generally (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Filesproperties described in Exhibit C; (b) any all trade creditscredits and all accounts, accounts receivable, proceeds or revenues instruments and general intangibles attributable to the Assets and accruing with respect to any period of time prior to the Effective Time; (c) all Hydrocarbons produced from except for those Claims or attributable rights against a third party for which Buyer has agreed to indemnify Seller pursuant to the Properties terms of this Agreement, all Claims of Seller, (i) arising from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time, (ii) arising under or with respect to any of the Contracts that are attributable to periods of time prior to the Effective Time that are not in storage prior (including claims for adjustments or refunds), or (iii) with respect to sale and that are upstream any of the sales metering point as of the date hereof, and all proceeds attributable theretoother Excluded Assets; (d) all refunds rights and interests of costsSeller, (i) under any policy or agreement of insurance or indemnity, (ii) under any bond, taxes or expenses attributable or (iii) to any periods insurance or condemnation proceeds or awards arising in each case from acts, omissions or events, or damage to or destruction of time property, occurring prior to the Effective Time; (e) all Hydrocarbons produced from or otherwise attributable to the Subject Interests with respect to all periods prior to the Effective Time, excluding those Hydrocarbons referenced in Section 1.02(g) together with all proceeds from the settlements sale of Contract disputes such Hydrocarbons, and all Tax credits attributable thereto; (f) all Claims of Seller for refunds of or loss carry forwards with purchasers of Hydrocarbons from respect to (i) ad valorem, severance, production or any other Taxes attributable to any period prior to the Effective Time, (ii) income, gross margin or franchise Taxes, (iii) any Taxes attributable to the Propertiesother Excluded Assets, and such other refunds, and rights thereto, for amounts paid in connection with the Assets and attributable to the period prior to the Effective Time, including settlement refunds of take-or-pay disputes, insofar amounts paid under any gas gathering or transportation agreement; (g) all amounts due or payable to Seller as said proceeds are attributable adjustments to insurance premiums related to the Assets with respect to any periods of time period prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights proceeds, income or revenues (and claims relating any security or other deposits made) attributable to the Assets and attributable to periods of time for any period prior to the Effective Time, including audit rightsor any other Excluded Assets; (i) subject to Section 1.02(f), all privileged attorney-client (i) communications of Seller's proprietary technology and (ii) improvements, computer software, patents, trade secrets, copyrights, names, trademarks, logos and other documents (other than title opinions)intellectual property; (j) all materials documents and instruments of Seller that may be protected by an attorney-client or other privilege; (k) data, information and other property, rights or interests that cannot be disclosed or assigned to Assignee Buyer as a result of confidentiality obligations to third partiesor similar arrangements; (kl) all amounts paid by third parties audit rights arising under any of the Contracts or otherwise with respect to Assignor or its Affiliates as overhead for periods of time accruing any period prior to the date hereof under Effective Time or to any joint operating agreements burdening of the other Excluded Assets; (m) all computers, printers and other electronic equipment located in any buildings, offices or trailers that may belong to Seller and that may constitute part of the Assets, including, all software and electronic data relating in any way to such electronic equipment; (n) All corporate, income tax and financial records of Seller not included in the Records; and (lo) all agreements providing for options, swaps, floors, caps, collars, forward sales or forward purchases involving commodities or commodity prices, or indexes based on any matter required to be excluded pursuant to of the provisions of Section 2.1(h) of this Assignmentforegoing and all other similar agreements and arrangements.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment contemplated herebyhereby (collectively, the following (the “"Excluded Assets”): "): (a) those certain interests in and to the Properties described on Schedule 2.03(a), (b) all furniture, fixtures and equipment located in, and all contracts relating to, Unocal's office at, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, (▇) all corporate, financial, legal and tax and legal records of Assignor that relate to Assignor’s business generally each Seller, (including the ownership and operation of the Assets) or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (bd) any trade creditsand all proceeds, accounts receivablebenefits, proceeds refunds, settlements, income or revenues revenue accruing and attributable to the Assets prior to the Effective Time (other than with respect to any imbalances described on the Imbalance Statement), and accruing any and all claims of each Seller or its Affiliates for refunds of or loss carry forwards with respect to taxes attributable to the Assets for any period prior to the Effective Time; (c) all Hydrocarbons produced from or attributable to the Properties with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) any and all proceeds from the settlements of Contract contract disputes with purchasers of Hydrocarbons or byproducts from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all bonds, letters of credit and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceeds; (h) all rights and claims relating to the Assets and attributable to periods of time prior to the Effective Time, including audit (f) any and all rights to use each Seller's name, marks, trade dress or insignia, or to use the name of any other subsidiary of any Seller and all of each Seller's intellectual property, including, but not limited to patents, trade secrets, and copyrights, (g) any and all rights; , titles, claims and interests of each Seller or its Affiliates to or under any policy or agreement of insurance or indemnity, any bond, or to any insurance proceeds or awards, to the extent attributable to pre-Effective Time events; and any employment, consulting, office lease or accounting service contracts to the extent not listed on Schedule 2.02(e)(i), (h) any and all claims, causes of action of each Seller arising from acts, omissions or events, or damages to or destruction of property, occurring prior to the Effective Time, (i) all privileged attorney-client interpretive data, analysis and similar information of a proprietary nature including, without limitation, information such as business models, economic evaluation and analyses, and proprietary seismic processing methods (i) communications it being understood that maps, annotated logs, cross sections, and (ii) other documents (other than title opinionsall data room material are not hereby excluded); , (j) all materials the other assets described in Schedule 2.03(j) and information that cannot be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid by third parties information or materials (including any seismic data) that Sellers are legally prohibited from disclosing or transferring to Assignor Buyer or its Affiliates which are subject to a transfer fee; provided that Sellers agree to provide notice of the existence of such prohibition or transfer fee and to cooperate reasonably (without the obligation to incur any expense) with Buyer in obtaining any consents or waivers necessary to permit disclosure and transfer. Upon Sellers' request following the Closing, Buyer agrees to execute a Lease of Platform Space substantially in the form attached hereto as overhead Schedule 2.03(x) for periods Excluded Assets that are located on the Assets to allow such Excluded Assets to remain where they are located on the Execution Date. Upon Buyer's request following the Closing, Sellers agree to execute a surface lease, free of time accruing prior fees, leasing to Buyer the property described under the caption "Houma Field" on Schedule 2.03(j), to the date hereof under any joint operating agreements burdening extent necessary for Buyer to operate the applicable Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignment.

Excluded Assets. The Assets shall do not include, and there is exceptedSeller does hereby expressly except and exclude from this Agreement and the Transaction and reserves to itself, reserved and excluded from the sale and assignment contemplated hereby, each of the following (the “Excluded Assets”): (a) all corporaterights, financialclaims, tax and legal records causes of Assignor that action (including warranty and similar claims, indemnity claims, and defenses, and any and all contract rights, claims, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments, or other claims of any nature in favor of Seller), whether arising before, on, or after the Effective Time, to the extent such rights, claims, and causes of action relate to Assignor’s business generally (including the ownership and operation any of the Assets) Retained Liabilities or that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the FilesSeller’s indemnity obligations under this Agreement; (b) any trade credits, accounts receivable, proceeds trade accounts, accounts payable (other than Suspense Funds), or revenues any other receivables attributable to the Assets and accruing prior to the period before the Effective Time; (c) all Hydrocarbons produced from refunds due Seller by a third party for any overpayment of rentals, royalties, excess royalty interests, or production payments attributable to the Properties Assets with respect to any periods of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods period of time prior to the Effective Time; (d) any documents related to the process of selling the Assets, including Seller’s or its Affiliates’ economic projections or analyses relating to the Assets and any proposal received with respect to the Assets; (e) all proceeds from corporate, financial (including consolidated financial statements), Tax, and legal (other than title opinions) records of Seller unrelated to the settlements Assets; (f) all contracts of Contract disputes with purchasers of insurance and contractual indemnity rights unless otherwise assigned or transferred pursuant to Section 1.2(l); (g) except to the extent related to an upward adjustment to the Cash Consideration, all Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable Assets with respect to any all periods of time prior to the Effective Time; , and all proceeds attributable thereto (f) all bondsand, letters for the avoidance of credit doubt, excluding Inventory as of the Effective Time and guarantees, if any, posted by Assignor or its Affiliates with Governmental Authorities and relating to the Assets; (g) all rights, titles, claims and interests of Assignor or its Affiliates under any insurance policy or agreement, to any insurance proceeds or to or under any bond or bond proceedsImbalance Volumes); (h) all rights and claims for refunds, credits, or similar benefits relating to the Assets and attributable to periods of time prior to the Effective Time, including audit rightsSeller Taxes; (i) all privileged attorneydocuments and instruments of Seller (or any Affiliate of Seller) that are (1) subject to un-client Affiliated third-Person contractual restrictions on disclosure or transfer (iunless Buyer notifies Seller in advance in writing that it is willing to pay a specific fee associated therewith (if any), to such unaffiliated third Person in which case Seller will request that any such restriction be waived without the requirement for Seller to make payment of additional consideration), (2) communications interpretative or subjective data, (3) personnel information, (4) Income Tax information, (5) claims retained by Seller received from, and (ii) other documents (other than title opinions)records of negotiations with, third Persons and economic analyses associated therewith; (j) all materials the files, records, and information data relating to the Assets that cannot be disclosed to Assignee as a result are maintained by Seller or its Affiliates (1) on Seller’s or its Affiliate’s email systems or (2) in emails, schedules, notes, calendars, contacts, or task lists of confidentiality obligations to third partiesthe employees of Seller or its Affiliates; (k) all amounts geological surveys, seismic records, gravity maps, gravity meter surveys, seismic surveys and other similar geological or geophysical surveys or data covering any portion of the Properties, in each case only to the extent such data is not transferable (including any such data that is only transferable, for example, upon the payment of any fee or additional consideration (unless Buyer agrees in advance in writing to pay such fee or consideration)) or the transfer of which would result in a breach of any confidentiality restrictions owed to Persons other than Seller or its Affiliates; (l) the Seller Bonds; (m) all master service agreements and all drilling contracts; (n) overhead recovery paid by third parties or payable to Assignor Seller or its Affiliates as overhead by Sequel for periods operation of time accruing the Assets prior to Closing; (o) any logo, service ▇▇▇▇, copyright, trade name, domain name, phone number, or trademark of or associated with Seller or any Affiliate of Seller or any business of Seller or of any Affiliate of Seller; (p) any assets or properties owned by TRI66 Holdings, LLC, a Delaware limited liability company, including all of those assets and properties described in Schedule 1.3(p); (q) any contractual rights to use any water produced from ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇, ▇&▇▇ ▇▇. Co. Survey, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, Texas; (r) the date hereof under any joint operating agreements burdening MOI Note and the AssetsMOI Mortgage; and (ls) any matter required cash amounts due from Sequel or its Affiliates to be excluded pursuant to the provisions of Seller or its Affiliates under Section 2.1(h2.2(c) of this Assignmentthe JDA-2 or under the Side Letter Agreement dated March 31, 2021, between OpCo and SEG-TRD II LLC, a Delaware limited liability company.

Excluded Assets. The Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale and assignment transaction contemplated herebyhereby (collectively, the following (the “Excluded Assets”): (a) all corporate, financial, income and franchise tax and legal records of Assignor Seller that relate to AssignorSeller’s business generally (including the ownership and operation of whether or not relating to the Assets) or ), and all books, records and files that relate to the other Excluded Assets, together with a duplicate copy (electronic or otherwise) of all of the Files; (b) any trade creditsall geological and geophysical data (including all seismic data, accounts receivableincluding reprocessed data), proceeds or revenues attributable all interpretive data, technical evaluations, technical outputs, reserve estimates and economic estimates related to the Assets and accruing prior to the Effective TimeAssets; (c) all Hydrocarbons produced from rights to any refund of taxes or other costs or expenses borne by Seller or Seller’s predecessors in interest and title attributable to periods prior to the Effective Date; (d) Seller’s area-wide bonds, permits and licenses or other permits, licenses or authorizations used in the conduct of Seller’s business generally; (e) all trade credits, account receivables, note receivables, take-or-pay amounts receivable, and other receivables attributable to the Properties Assets with respect to any periods period of time prior to the Effective Time that are not in storage prior to sale and that are upstream of the sales metering point as of the date hereof, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Effective Time; (e) all proceeds from the settlements of Contract disputes with purchasers of Hydrocarbons from or attributable to the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective TimeDate; (f) all bondsright, letters title and interest of credit Seller in and guarantees, if any, posted by Assignor to vehicles or its Affiliates vessels used in connection with Governmental Authorities and relating to the Assets; (g) all rightsany patent, titlespatent application, claims and interests logo, service ▇▇▇▇, copyright, trade name or trademark of Assignor or its Affiliates under associated with Seller or any insurance policy affiliate of Seller or agreement, to any insurance proceeds business of Seller or to or under of any bond or bond proceeds;affiliate of Seller; and (h) all rights a nonexclusive right until the 2 year anniversary of the Closing Date to freely use and claims relating to copy any logs, maps, engineering data and reports, and any other data or information being transferred as a part of the Assets at reasonable times and attributable to periods of time prior to the Effective Timereasonable places, including audit rights; (i) all privileged attorney-client (i) communications and (ii) other documents (other than title opinions); (j) all materials and information provided that cannot any such copying will be disclosed to Assignee as a result of confidentiality obligations to third parties; (k) all amounts paid done at Seller’s expense. The 2 year period shall be extended if access is required by third parties to Assignor law or its Affiliates as overhead for periods of time accruing prior to the date hereof under any joint operating agreements burdening the Assets; and (l) any matter required to be excluded pursuant to the provisions of Section 2.1(h) of this Assignmentlitigation.