Common use of Excluded Assets Clause in Contracts

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein below, the “Excluded Assets”): (a) all cash and cash equivalents of Sellers; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Records; (c) all Contracts of insurance or indemnity, subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Any assets Notwithstanding anything to the contrary in this Agreement, the Acquired Assets shall not include any of Sellers that are not described on otherwise identified as Assets Sellers' rights, title or interests in Section 2.01, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein belowcollectively, the “"Excluded Assets”"): (a) all cash and cash equivalents of Sellers;Any Contract that is not an Assumed Contract. (b) all corporate and financial records All (i) shares of capital stock of any Seller or securities convertible into, exchangeable or exercisable for shares of capital stock of any Seller, (ii) shares of capital stock or equity or other ownership interest of Sellers (other than the Data contemplated by Section 2.01(fJoint Venture Interests) in any other Person and (iii) corporate seals, minute books, charter documents, stock transfer records, record books, original Tax and financial records and such other files, books and records relating to any of the Excluded Assets or to the organization, existence or capitalization of any Seller or of any other Person (other than the Joint Ventures)) and all Excluded Records;. (c) all Contracts All preference or avoidance claims and actions of insurance or indemnitySellers, subject to Section 10.01;including, without limitation, any such claims and actions arising under Sections 544 through 553, inclusive, of the Bankruptcy Code. (d) Sellers' rights under this Agreement and all proceeds, income Consideration payable or revenues attributable deliverable to Sellers pursuant to the Assetsterms and provisions of this Agreement. (e) All prepaid expenses and deposits set forth on SCHEDULE 1.2(e). (f) All rights to or claims for refunds, other than proceeds received overpayments or rebates of Taxes relating to (i) Sellers or (ii) the Business for, or applicable to, any taxable period (or portion thereof) ending on account of the Acquired Accounts Receivable, with respect to any period of time or prior to the Closing Date; Date (e) all rightsthe "Pre-Closing Tax Period"), claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined interest in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits any refund of any Seller except Taxes not relating to the extent related to the Assets with respect to Business for any period of time on or after the Closing Date or any Assumed Liability;period. (g) All amounts due to Sellers from any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits Affiliate of Sellers (other than those allocated amounts due to Buyer under Section 7.06Sellers from any Joint Venture);. (h) All claims that Sellers may have against any third Person with respect to any Excluded Asset. (i) any prepayments or good faith or other deposits submitted by any Third Party All rights under insurance policies and all rights in the terms nature of the Bid Procedures Order;insurance, indemnification and contribution set forth on SCHEDULE 1.1(q). (j) any of Sellers’ rights, claims All property and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(ySCHEDULE 1.2(j) and all other assets of Sellers related primarily to or held for use primarily in connection with any proceeds from the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreementdisposition thereof.

Excluded Assets. Any assets Notwithstanding any other provision of Sellers that are this Agreement, the Purchased Assets shall not described on otherwise identified as Assets in Section 2.01include, together with all and the Pfizer Parties and their Affiliates shall retain and shall not contribute, transfer, convey, assign or deliver to NewCo any of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein belowcollectively, the “Excluded Assets”): (a) all cash and cash equivalents any assets of Sellersthe Pfizer Parties that are not included within the definition of Purchased Assets; (b) all corporate any Contracts or intercompany payables or receivables between and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) among Pfizer and all Excluded Recordsits Subsidiaries; (c) all Contracts any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of insurance indebtedness issued or indemnity, subject to Section 10.01guaranteed by any Governmental Authority; (d) all proceeds, income or revenues attributable any Intellectual Property Rights (including retained rights under the Intellectual Property Rights owned by the Pfizer Parties and licensed to NewCo under the Assets, Patent and Know-How License Agreement) other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing DatePfizer Assigned IP Rights; (e) all rights, claims, demands any Pfizer Benefit Plan and causes of action of Sellers under this Agreementany assets related thereto; (f) all rightsTax losses and credits, claims (including any claim as defined in section 101 of the Bankruptcy Code)Tax loss and credit carry forwards and other Tax attributes, causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment all deposits or to enforce payment and credits of any Seller except to the extent related to the Assets advance payments with respect to Taxes, and any period claims, rights, and interest in and to any refund, credit or reduction of time on or after the Closing Date or any Assumed LiabilityTaxes, in each case relating to Excluded Taxes (regardless of when received); (g) all rights, claims or causes of action of a Pfizer Party against Third Parties to the extent relating to any refund of costs Excluded Asset or expenses borne by Sellers and not by Buyerany Excluded Liability; (h) any Tax creditsNon-Assignable Assets, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated subject to Buyer under Section 7.06)2.5; (i) any prepayments or good faith the assets, Contracts, equipment or other deposits submitted by any Third Party under the terms of the Bid Procedures Order;property listed on Schedule 2.2(i); and (j) any of Sellers’ rights, claims all income Tax Returns and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts records and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data Tax Returns to the extent primarily not exclusively related to Excluded the Purchased Programs or Purchased Assets. For the purposes of Section 2.1 and Section 2.2, the terms Purchased Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) , as applicable, shall not include any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this AgreementTax assets.

Excluded Assets. Any The assets of listed below shall be retained by Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned transferred to or conveyed to assumed by either Buyer pursuant to this Agreement (such assets as described herein below, the “Excluded Assets”): (a) all any cash, bank deposits, cash equivalents or similar cash items held by members of the Seller Group, including cash and cash equivalents bank deposits held by the Subsidiaries supporting any letters of Sellerscredit; (b) all corporate the membership interests and financial records of Sellers (any other than the Data contemplated by Section 2.01(f)) Equity Securities in Quail Nuclear Specialty Services, LLC, a Texas limited liability company, and all Excluded RecordsCinco Pipe & Supply, LLC, a Delaware limited liability company; (c) all Contracts of insurance or indemnity, subject to Section 10.01Sellers’ claims for refunds of Taxes set forth on Schedule 2.2(c); (d) all proceedsany books and records of Sellers, income or revenues attributable but not of the Subsidiaries, provided that Sellers shall provide Buyers with copies of such retained books and records of Sellers that relate to the AssetsBusiness, other than proceeds received on account of the Acquired Accounts ReceivableSubsidiaries, with respect to any period of time prior to the Closing DatePurchased Assets or the Assumed Liabilities; (e) all rightsthe assets, claimsif any, demands and causes of action of Sellers under this AgreementSellers’ set forth in Schedule 2.2(e); (f) all rights(i) agreements and correspondence between Sellers and ▇▇▇▇▇▇▇ relating to the transactions contemplated by this Agreement, claims (including any claim as defined in section 101 ii) lists of prospective purchasers for such transactions compiled by or for the benefit of Sellers, (iii) bids submitted by other prospective purchasers of the Bankruptcy Code)Purchased Assets, causes(iv) analyses by or for the benefit of Sellers of any bids submitted by any prospective purchaser, causes (v) correspondence between Sellers or ▇▇▇▇▇▇▇ or any of action, remedies, defenses, rights of set-off, rights of recoupmenttheir respective representatives and any prospective purchasers other than Buyers, and rights to payment (vi) correspondence between Sellers or to enforce payment and credits ▇▇▇▇▇▇▇ or any of any Seller except to the extent related to the Assets their respective representatives with respect to any period of time on the bids, the prospective purchasers, the engagement or after the Closing Date or any Assumed Liability;activities of ▇▇▇▇▇▇▇; and (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits all rights of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect and any other Ancillary Agreement to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor which either one of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreementthem is a party.

Excluded Assets. Any assets Notwithstanding the provisions of Sellers that are Section 2.1, the Acquired Assets do not described on otherwise identified as Assets include any of Seller’s right, title and interest in Section 2.01, together with all of and to the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein below, the “Excluded Assets”): (a) all cash and cash equivalents of SellersSeller (but not, for the avoidance of doubt, the Rimage Sub Cash) and any bank accounts of Seller; (b) all corporate and financial records the Benefit Plans of Sellers (other than Seller, except for those included in the Data contemplated by Section 2.01(f)) and all Excluded RecordsAcquired Contracts; (c) all Contracts of insurance or indemnity, subject to Section 10.01the Insurance Policies; (d) all proceedsthe corporate charter, income or revenues attributable qualifications to conduct business, arrangements with registered agents, taxpayer and other identification numbers, seals, minute books and other documents relating to the Assetsorganization, other than proceeds received on account maintenance, and existence of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing DateSeller as an entity; (e) all rights, claims, demands and causes any contract or agreement related to the governance of action of Sellers under this Agreementthe Seller; (f) all rightsbooks, claims (including any claim as defined in section 101 records, ledgers, files, documents, correspondence required for Seller to comply with the Legal Requirements of the Bankruptcy Code)a public company, causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment whether stored electronically or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liabilityotherwise; (g) any refund of costs or expenses borne by Sellers the contracts, agreements, commitments and not by Buyerother arrangements set forth on Schedule 2.2(g) (the “Excluded Contracts”); (h) any Tax credits, refunds or abatements or other Tax the equity interests and assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06)the Retained Subsidiaries; (i) any prepayments all books or good faith or other deposits submitted by any Third Party under records relating to internal corporate matters, Tax Returns and associated work papers of Seller through the terms of the Bid Procedures OrderClosing Date; (j) any of Sellers’ rights, claims and causes the rights of action Seller under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rightsTransaction Document; (k) all claims, prepayments, prepaid expenses, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment (i) from any Excluded Asset or (ii) arising out of any Excluded Liability (including any Taxes for which Seller is responsible under this Agreement to the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoingextent such Taxes are an Excluded Liability); (l) all Contracts confidential, business records and other assets listed on Schedule 2.02(l)business information primarily related to the Retained Business; (m) any executory contracts or unexpired leases all telephone numbers (including cellular telephone numbers), fax numbers, e-mail addresses assigned to employees of Seller that are not Desired 365 ContractsHired Employees or leased employees under Section 6.11, as applicable; (n) all Existing Letters the tangible personal property (such as computers, furniture and other related items) assigned by Seller to be used by employees of Credit and cash deposits and proceeds of such Existing Letters of CreditSeller that are not Hired Employees or leased employees under Section 6.11, as applicable; (o) all equipment personnel, payroll, benefits, work authorization, and original copies of Data to the extent primarily other associated necessary records related to Excluded Assets any Hired Employee that Seller or Excluded Liabilitiesa Retained Subsidiary is not legally permitted to transfer to Buyer; (p) all Permits, except for those Permits contemplated by Section 2.01(d)the Signal Intellectual Property; (q) except for the Vehicles▇▇▇▇.▇▇▇ domain name and website, all trucks@Qumu twitter account, trailersQumu facebook, vehicles Qumu LinkedIn, Qumu Blog and other rolling stockQumu Google+ and similar social media sites; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Propertyassets set forth on Schedule 2.1, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms any assets, properties or rights of this Agreement, including Section 2.12 every kind or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 nature that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to used or held for use primarily in connection with the business of Sellers other than the Retained Business; and (zs) any the assets listed on Schedule 2.2(s). At Closing, the Acquired Subsidiaries will transfer to Seller, or properties otherwise expressly identified such entity as directed by Seller, the assets and agreements of the Acquired Subsidiaries set forth on Schedule 2.2(t) and such assets and agreements will be deemed Excluded Assets under for purposes of this Agreement. For avoidance of doubt, cash and cash equivalents held by Rimage RIT and Rimage Singapore in an amount up to $269,868 will remain in Rimage RIT and Rimage Singapore, collectively, an amount of $325,000 will remain in Qumu Europe and an amount of $75,000 will remain in Rimage Japan, provided, however, that immediately prior to Closing, each of Qumu Europe and Rimage Japan shall distribute cash and cash equivalents held by such entity in excess of the respective amounts set forth above to Seller and such cash and cash equivalents so distributed will be deemed Excluded Assets (and not Rimage Sub Cash) for purposes of this Agreement.

Excluded Assets. Any Purchaser acknowledges that the Transferred Assets shall consist only of those assets described in Section 2.1.2 and all other assets of Sellers that Seller are not described on otherwise identified as Assets in Section 2.01, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement excluded (such assets as described herein belowcollectively, the “Excluded Assets”):), including all of Seller’s right, title and interest to and under the following assets as of the Closing Date: (a) any Excluded Taxes; (b) all cash and cash equivalents of Sellers; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded RecordsSeller; (c) all Contracts of insurance or indemnity, subject to Section 10.01other than the Assumed Contracts (the “Excluded Contracts”); (d) all proceedsstatements of work, income proposals or revenues attributable similar documents executed pursuant to any Contract (including the Assumed Contracts) that are not related to, or used or held for use in connection with, any Specified Program or otherwise exclusively related to the Transferred Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands claims and causes credits of action of Sellers under this AgreementSeller to the extent relating to any Excluded Asset or any Excluded Liability; (f) all rightsminute books and corporate seals, claims Tax Returns (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of setexcept for non-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent income Tax Returns directly related to the Assets with respect to Transferred Assets) and similar records of Seller and any period of time on attorney work product, attorney-client communications and other items protected by attorney-client or after the Closing Date or any Assumed Liabilitysimilar privilege; (g) all rights of Seller relating to Tax prepayments, Tax deposits, Tax refunds, other Tax assets or any refund other rights relating to the recovery or recoupment of costs or expenses borne by Sellers and not by Buyer; Taxes (h) including any Tax credits, refunds or abatements rights or claims to refunds of Taxes, Tax deposits, or other Tax assets for any Tax period (or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (iportion thereof) any prepayments or good faith or other deposits submitted by any Third Party under ending on the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data Closing Date to the extent primarily related relating to Excluded Assets or Excluded Liabilities;the Transferred Assets); and (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (uh) except to the extent related to any Assumed Liabilitiesincluded in the Transferred Assets, all audit other properties, assets, goodwill and rights arising under any of the Applicable Contracts Seller of whatever kind and nature, real, personal or otherwise with respect to (i) any period prior to the Closing Datemixed, with respect to the Assets tangible or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreementintangible.

Excluded Assets. Any assets of Sellers that are It is expressly understood and agreed that, notwithstanding anything to the contrary set forth herein, the Acquired Assets shall not described on otherwise identified as Assets include the Asset Sellers’ right, title or interest in Section 2.01, together with all or to any of the following assets(each, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein below, the an “Excluded AssetsAsset”): (ai) any assets (including all rights, properties, claims, contracts, business, real property, leasehold interests in real property, equipment, machinery, vehicles, tools and other tangible personal property) other than those primarily used by the Asset Sellers in the conduct of, or otherwise primarily related to, the Business; (ii) the assets, properties or rights set forth on Schedule 1.1(c)(ii) attached hereto; (iii) the shares or other equity interests of any subsidiaries of either Asset Seller; (iv) the intercompany receivables from PKI Luxembourg held by PKI Germany and PKI Netherlands; (v) all cash and cash equivalents or similar type investments, bank accounts, certificates of Sellersdeposit, Treasury bills and other marketable securities; (bvi) all corporate the contracts and financial records of Sellers (other than the Data contemplated by Section 2.01(f)agreements listed on Schedule 1.1(c)(vi) and all Excluded Recordsattached hereto; (cvii) all Contracts insurance policies and all rights of the Asset Sellers to insurance or indemnityclaims, subject to Section 10.01related refunds and proceeds thereunder; (dviii) all proceedsthe rights which accrue or will accrue to PKI, income the Equity Interest Sellers or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Asset Sellers under this Agreement; (fix) all rights, claims refunds of Taxes (including any claim as defined in section 101 Section 2.9(a)) relating to all periods ending on or prior to the Closing Date determined pursuant to Section 8.2; (x) all Business Benefit Plans and all assets, including all insurance policies and contracts, relating to such Business Benefit Plans; (xi) all personnel and employment records, other than such personnel and employment records that relate to the New Buyer Employees (to the extent the same may be assigned or transferred without violation of the Bankruptcy Codelaw); and (xii) all actions, causesclaims, causes of action, remedies, defenses, rights of set-offrecovery, choses in action and rights of recoupment, and rights to payment or to enforce payment and credits setoff of any Seller except to the extent related to the Assets with respect to any period of time kind arising before, on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant relating to the express terms of items set forth above in this Agreement, including Section 2.12 1.1(c) or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to Excluded Liabilities (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described as defined in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement1.1(e)).

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Assets Notwithstanding anything contained in Section 2.011.1 hereof to the contrary, together with all of the following assetsSeller is not selling, shall and Purchaser is not constitute Assets and shall not be soldpurchasing, assigned or conveyed to Buyer pursuant to this Agreement Agreement, any of the following, all of which shall be retained by Seller (such assets as described herein below, the “"Excluded Assets”"): (a) all Any cash, investments and other cash and cash equivalents of Sellersequivalents; (b) all corporate Seller's minute books, Tax returns and other organizational documents, and Seller's financial records of Sellers (and employment records, other than the Data contemplated by Section 2.01(f)) those employment records pertaining to Employees and all Excluded Recordsallowed to be transferred to Purchaser under applicable Laws; (c) all Contracts Assets of insurance Seller that are not used in or indemnitynecessary for the operation of the Business, subject but as of the Closing Date, are subleased to Section 10.01Affiliates of Seller or other divisions of Seller, including the assets set forth on Schedule 1.2(c); (d) all proceedsAll qualifications to transact business as a foreign corporation, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, arrangements with registered agents with respect to any period of time prior to the Closing Dateforeign qualifications, and taxpayer and other identification numbers; (e) all rightsAny Tax benefits and rights to refunds, claims, demands and causes of action of Sellers under this Agreementincluding rights to any net operating losses; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, Any contracts or rights of set-off, rights of recoupment, and rights relating to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liabilityborrowed money; (g) Any contracts, agreements or rights between Seller and any refund of costs or expenses borne by Sellers and not by Buyerits Affiliates, including any Tax-sharing agreements; (h) All insurance contracts and policies, insurance refunds from prepaid insurance, and insurance deposits, recoveries and rights under any Tax credits, refunds current or abatements prior insurance contracts or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06)policies; (i) any prepayments or good faith Any pension, profit sharing, welfare or other deposits submitted by benefit plans, and any Third Party under the terms of the Bid Procedures Orderassets, contracts or rights relating to any such plans; (j) any of Sellers’ rightsThe trademarks, claims trade names and causes of action under the Bankruptcy Code business names "Amcast," "Izumi" and any Avoidance Actions in and all variations thereof and any related goodwill, trademark applications and registrations, and internet domain names which Sellers have consist of or will have rightsincorporate the names "Amcast" and "Izumi" and any and all variations thereof; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any The real property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets lease described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.1.2

Excluded Assets. Any The following assets relating to the business of operating, publishing and distributing the Newspaper shall be retained by Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned assigned, conveyed, transferred or conveyed delivered to Buyer pursuant to this Agreement (such assets as described herein below, the “Excluded Assets”): (a) Claims by Sellers with respect to the Excluded Assets and liabilities not assumed by Buyer, including without limitation all cash refunds and cash equivalents of Sellersclaims for tax refunds (except for prepaid taxes acquired by Buyer pursuant to Section 1.1(l) above) and counterclaims with respect to obligations and liabilities not being assumed by Buyer hereunder; (b) all corporate All contracts of insurance, tax records and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Recordstax returns; (c) all Contracts of insurance or indemnity, subject to All Employee Benefits Plans (as defined in Section 10.013.13(b)); (d) all proceedsThe right to use the “GateHouse” and “GateHouse Media” names and, income except for the agreements described in Schedule 3.9, the right to participate in any plan, procedure or revenues attributable right that was made available to the AssetsNewspaper by or through GHS, other than proceeds received on account or any of its affiliates; (e) All claims, refunds, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment of Sellers related to the businesses of the Acquired Accounts Receivable, with respect to any period of time Newspaper on or prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 exclusive of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, granted in Sections 1.1(g) and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.061.1(o); (i) any prepayments the franchise to be a corporation ; (ii) the organizational documents (including articles or good faith certificate of incorporation or bylaws (as applicable)); (iii) in respect of Sellers which are corporations: (A) the corporate seal, (B) the minute books, (C) the stock books, and (D) the stock certificates; (iv) the qualifications to transact business as a foreign corporation; (v) the arrangements with registered agents relating to foreign qualifications, taxpayer and other deposits submitted by any Third Party under identification numbers; (vi) other records or similar documents relating to the terms organization, maintenance and existence of the Bid Procedures Order; Sellers as a corporation; and (jvii) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data corporate records relating to the extent primarily related to Excluded Assets corporate organization or Excluded Liabilities; capitalization (pas applicable) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by of Sellers; (tg) all assets excluded pursuant to All items of a corporate overhead nature that are controlled by or located at the express terms corporate offices of this Agreement, including Section 2.12 or Section 5.02Sellers; (uh) except to Any right, property or asset described in Schedule 1.2(j) hereto, including the extent related to any Assumed Liabilities, all audit property and rights arising under any which are shared with affiliates of Sellers and not used primarily in the businesses of the Applicable Contracts or otherwise with respect to Newspaper; (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any Any assets or properties described in Section 2.01 that of Seller, tangible or intangible, of every kind and description which are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use used primarily in connection with the business businesses of Sellers other than the BusinessNewspaper and are not included in the Financial Statements; and (zj) any assets or properties otherwise expressly identified as Excluded Assets Sellers’ rights under this Agreement.

Excluded Assets. Any The purchase of the Acquired Assets by the Buyers and the sale of the Acquired Assets by the Willtek Group contemplated by this Agreement shall not include the following assets of Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement Willtek Group (such assets as described herein below, the “Excluded Assets”): (a) all cash and cash equivalents existing as of Sellersthe Closing Date; (b) all corporate rights of the Seller in and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Recordsto this Agreement; (c) all Contracts of insurance Returns and rights to Tax refunds, credits, offsets or indemnity, subject other tax benefits relating to Section 10.01any Pre-Closing Tax Period; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, judgments and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms in litigation of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except Business to the extent related to any Assumed LiabilitiesExcluded Asset; (e) subject to Section 5.9, all audit rights arising under any Contracts that are not Acquired Assets as identified on Schedule 2.2(e); (f) minute books, charter documents, stock or equity record books and records of the Applicable Contracts Willtek Group as related to corporate existence or otherwise with respect to capitalization; and (i) any period prior to the Closing Date, with respect to the Assets or (iig) any of the Excluded Assetscommon stock or other evidences of the equity interests of the Willtek Subsidiaries owned by Willtek. (h) except to the extent that the same are deemed to constitute Employee Plan Insurances, all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries and return of premiums due thereunder, rights to assert claims with respect to any such policies and all premium deposits, claims deposits and other security deposits in connection therewith; (vi) all rights of the Willtek Group under any assets confidentiality, non-use or properties described in Section 2.01 similar Contract with any employee or contractor of the Seller to the extent that such rights are not assignable to Buyer pursuant to this Agreement after giving effect related to the Sale OrderBusiness; (wj) all engagements personnel and similar letters employment records for employees and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Businessformer employees who are not Transferred Employees; and (zk) any assets properties, assets, goodwill and rights of the Seller of whatever kind and nature, real, personal or properties otherwise expressly identified as Excluded Assets under this Agreementmixed, tangible or intangible that are set forth or described in Schedule 2.2(k) or are not related to the Business.

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Assets in Section 2.01Notwithstanding anything to the contrary set forth herein, together with all of Seller shall reserve and retain, and Buyer shall have no interest or rights in, to or under the following assets, shall not constitute Assets properties and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement assets (such assets as described herein belowproperties and assets, the “Excluded Assets”): (a) all cash and cash equivalents except to the extent directly corresponding to a then-existing indemnification obligation of Sellers; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Records; (c) all Contracts of insurance or indemnity, subject Buyer pursuant to Section 10.01; (d) 11.1(c), all cash, trade credits, accounts, receivables, instruments, general intangibles, and other proceeds, deposits, benefits, income or revenues attributable to the Assets, other than proceeds received on account Properties (including from the sale of the Acquired Accounts Receivable, any Hydrocarbons) with respect to any period of time prior to the Closing DateEffective Time; (b) subject to Section 6.8, all rights and interests of Seller (or any of its affiliates) (i) under any policy or agreement of insurance or indemnity (including all amounts due or payable to Seller as adjustments to insurance premiums related to the Properties), (ii) under any bond, (iii) to any insurance proceeds or award and (iv) to any condemnation proceeds or awards to the extent relating to any condemnation of the Properties prior to the Closing; (c) all claims of Seller (or any of its affiliates, including pursuant to Section 7.7) 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 Taxes or (iii) any Taxes attributable to the Excluded Assets; (d) all of the Seller Marks and all of Seller’s proprietary computer software, patents, trade secrets, copyrights and other intellectual property; (e) any assets described on Schedule 2.2(e) and all rights, claims, demands and causes of action of Sellers under this AgreementRetained Properties; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liabilityvehicles; (g) any refund all contracts and agreements relating to ▇▇▇▇▇▇, swaps, forwards, futures and other similar derivative-based transactions of costs Seller or expenses borne by Sellers its affiliates (but excluding all Specified Hedging Agreements and not by BuyerExisting Hedging Agreements); (h) all master service agreements (including any Tax creditspurchase orders and work orders thereunder, refunds except to the extent relating to the Conveyed Properties), rig and drilling agreements, field data collection agreements and similar contracts and agreements for the supply of services or abatements or products, both to the Conveyed Properties and to other Tax properties, assets or Tax benefits businesses of Sellers (other than those allocated to Buyer under Section 7.06)Seller; (i) all corporate, financial, Income Tax, legal (including all work product of, and attorney-client communications with, Seller’s (or any prepayments or good faith of its affiliates’) legal counsel, other than title opinions, title abstracts or other deposits submitted by chain-of-title materials) and other business data and records of Seller that relate to Seller’s business generally (or the business of any Third Party under the terms of the Bid Procedures OrderSeller’s affiliates generally); (j) any of Sellers’ rights, all audit-related claims and causes audit-related obligations associated with the Properties by or against Seller related to periods of action under time prior to the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rightsEffective Time, except to the extent directly corresponding to a then-existing indemnification obligation of Buyer pursuant to Section 11.1(c); (k) all data and records relating to any sale of the name “Basic Energy” Conveyed Properties, including bids received from, and all variations and derivations thereof records of negotiations with, any Person other than Buyer and any Trademarks containing any of the foregoingits affiliates or representatives; (l) all Contracts any geophysical or other seismic or related technical data and other assets listed on Schedule 2.02(l);information, together with interpretive data and information, whether owned or licensed by Seller or any of its affiliates; and (m) any executory contracts all debt instruments of Seller or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreementits affiliates.

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Assets Notwithstanding anything to the contrary contained in Section 2.011.1, together with all of the Assets shall exclude, without limitation, the following assets, shall not constitute Assets properties and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement rights of Seller (such assets as described herein belowcollectively, the “Excluded Assets”):), all of which Excluded Assets shall be retained by Seller: (a) all cash any cash, bank deposits and cash equivalents of Sellers(excluding, in each case, Security Deposits); (b) all corporate any assets, rights, claims, and financial records interests expressly excluded pursuant to the provisions of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Records1.1 above; (c) all Contracts leases, subleases, licenses or other agreements under which any Seller uses or occupies or has the right to use or occupy, now or in the future, any real property which is not the subject of insurance or indemnity, subject to Section 10.01an Assumed Lease; (d) all proceeds, income or revenues attributable fixed assets and Books and Records to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior extent specifically identifiable to the Closing Dateownership, business or conduct of any Excluded Asset or any real property which is not the subject of an Assumed Lease; (e) any capital stock or membership interests in other Persons held by Seller; (f) all Contracts (including Real Property Leases) not listed on Schedule 1.1(a) or 1.1(b) (subject to the provisions of Section 1.8); (g) Seller’s rights under this Agreement and all cash and non-cash consideration payable or deliverable to Seller pursuant to the terms and provisions hereof; (h) any letters of credit or similar financial accommodations issued to any third party(ies) for the account of Seller and all collateral or security of any kind posted with or held by any such third party in connection therewith; (i) all deposits and prepaid amounts of Seller held by or paid to third parties in connection with any Excluded Asset (including, without limitation, any deposits made by Seller with a utility pursuant to Section 366 of the Bankruptcy Code); (j) any real property or tangible or intangible personal property held by Seller pursuant to a lease, license or other Contract to the extent that the associated lease, license or other Contract is not among the Assets; (k) all rights, claims, demands credits and rebates of or with respect to (i) income Taxes that were paid or will be paid (whether prior to or after the Closing), and (ii) any taxes, assessments or similar charges paid by or on behalf of any Seller to the extent applicable to any period prior to the Closing; (l) all assets of Seller’s Benefit Plans; (m) insurance proceeds, claims and causes of action with respect to or arising in connection with (A) any Contract which is not an Assumed Contract, (B) any item of Sellers under this Agreementtangible or intangible property that is not an Asset or (C) Seller’s directors and officers liability insurance policies and any “tail” policies Seller may obtain with respect to such policies; (fn) all rightsany Real Property Lease or other Contract which is not assumable and assignable as a matter of applicable law (including, claims (including without limitation, any claim as defined with respect to which any consent requirement in section 101 favor of the counter-party thereto may not be overridden pursuant to Section 365 of the Bankruptcy Code); (o) all securities, causeswhether capital stock or debt, causes of actionSeller; (p) tax records, remediesminute books, defensesstock transfer books and corporate seals of Seller, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related relating to the Assets or Assumed Liabilities; (q) any intercompany claims, obligations, and receivables between or among Seller and any Affiliate of Seller; (r) except to the extent such is an Asset or relates to the Assets or Assumed Liabilities, any writing or other item (including, without limitation, email correspondence) that (A) if transferred would violate any Person’s privacy rights or (B) are subject to any attorney-client, work product or similar privilege with respect to any period work performed in anticipation of time on or after in connection with the Closing Date preparation or any Assumed Liabilityadministration of the Bankruptcy Case; (gs) other than the Included Avoidance Actions, all of the rights and claims of Seller for preference or avoidance actions available to the Seller under the Bankruptcy Code, of whatever kind or nature, including, without limitation, those set forth in Sections 544 through 551 and any refund other applicable provisions of costs the Bankruptcy Code, and any related claims and actions arising under such sections by operation of law or expenses borne by Sellers otherwise, including any and not by Buyerall proceeds of the foregoing; (ht) any Tax creditsexcept to the extent such is an Asset or relates to the Assets, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ all rights, claims and causes of action under the Bankruptcy Code of Seller against officers, directors, members, principals, agents, and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds representatives of such Existing Letters of Credit; Seller (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets whether current or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(dformer); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets;Non-Pharma Receivables; and (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all those other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under Seller, if any, listed on Schedule 1.2 attached hereto and incorporated herein by this Agreementreference.

Excluded Assets. Any Notwithstanding anything in Section 2.1 to the contrary, the following assets of Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all of the following assets, shall not constitute Assets and Seller Group related to the Business shall not be sold, assigned deemed to be an Acquired Asset and shall be excluded from the assets delivered by Seller or conveyed Seller Affiliates to Buyer pursuant to this Agreement (such assets as described herein below, at the “Excluded Assets”):Closing: (a) all cash and cash equivalents of SellersThose assets identified on Schedule 2.2(a), if any; (b) all corporate All cash and financial records of Sellers cash equivalents (other than the Data contemplated by Section 2.01(fPost-Agreement License Revenue and Post-Closing Support Revenue)) and all Excluded Records; (c) all Contracts Any claim, cause of insurance or indemnityaction, subject right of recovery of any kind, to Section 10.01the extent primarily related to any Excluded Liability; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account Amounts owed by any member of the Acquired Accounts ReceivableSeller Group, with respect or any shareholder, director, officer, employee of affiliate thereof, to any period other member of time prior to the Closing DateSeller Group; (e) all rights, claims, demands Any refundable Taxes previously paid by any member of the Seller Group and causes any claim or right of action any member of Sellers under this Agreementthe Seller Group to any refund of Taxes; (f) all rights, claims (including Any refundable lease improvements previously paid by any member of the Seller Group and any claim as defined in section 101 or right of any member of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect Group to any period refund of time on or after the Closing Date or any Assumed Liabilitylease improvement payments; (g) any refund All contracts of costs or expenses borne by Sellers and not by Buyer; insurance, insurance policies (h) any Tax creditsincluding D&O policies), refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under insurance plans, insurance refunds, the terms interest of the Bid Procedures Order; (j) Seller Group in any insurance policies, including, without limitation, any cash surrender value thereof, all assets of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” foregoing and all variations rights and derivations thereof and any Trademarks containing any claims under or in respect of the foregoing; (lh) all Contracts Original Tax and accounting records and books and records pertaining thereto, minute books, corporate seals, taxpayer and other assets listed on Schedule 2.02(l)identification numbers and other documents relating to the organization, maintenance and existence of any member of the Seller Group as a Person; (mi) any executory contracts or unexpired leases that are not Desired 365 ContractsAll shares of capital stock of each member of the Seller Group and all of their affiliates; (nj) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of CreditAll export control licenses held by Seller or a Seller Affiliate; (ok) all equipment The products and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (tRights in those items listed on Section 4.10(w) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded AssetsDisclosure Schedules; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Assets in Section 2.01Notwithstanding anything to the contrary set forth herein, together with all Seller shall reserve and retain, and Buyer shall have no interest or rights in, to or under, any of the following assets, shall not constitute Assets properties and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement assets (such assets as described herein belowproperties and assets, the “Excluded Assets”): (a) all cash trade credits, accounts, receivables, instruments, general intangibles and cash equivalents of Sellers; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Records; (c) all Contracts of insurance or indemnityproceeds, subject to Section 10.01; (d) all proceedsbenefits, income or revenues attributable to the Assets, other than proceeds received on account Properties (including from the sale of the Acquired Accounts Receivable, any Hydrocarbons) with respect to any period of time prior to the Closing DateEffective Time; (b) all rights and interests of Seller (or any of its affiliates) (i) under any policy or agreement of insurance or indemnity (including all amounts due or payable to Seller as adjustments to insurance premiums related to the Properties), (ii) under any bond, (iii) to any insurance proceeds or award and (iv) to any condemnation proceeds or awards to the extent relating to any condemnation of the Properties prior to the Closing; (c) all claims of Seller (or any of its affiliates) for refunds of, and any loss or credit carryovers or similar items with respect to, (i) Asset Taxes attributable to any period of time prior to the Effective Time, (ii) Income Taxes (as defined in Section 6.1(b)) or (iii) any Taxes (as defined in Section 6.1(a)) attributable to the Excluded Assets; (d) all of the Seller Marks (as defined in Section 9.4) and all of Seller’s proprietary computer software, patents, trade secrets, copyrights and other intellectual property; (e) any items described on Schedule 1.2(e), all rights, claims, demands Retained Properties (as defined in Section 5.3(c)) and causes of action of Sellers under this Agreementall Governmental Bonds (as defined in Section 4.2); (f) all rightsvehicles, claims (including any claim as defined in section 101 of the Bankruptcy Code)rolling stock and drilling rigs, causes, causes of action, remedies, defenses, rights of set-off, rights of recoupmentwhether owned or leased, and rights to payment or to enforce payment all spare parts and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liabilitytools; (g) all contracts and agreements that are not Applicable Contracts and any refund of costs or expenses borne by Sellers and not by Buyerrights to personal property arising thereunder; (h) any Tax creditsall contracts and agreements relating to swaps, refunds or abatements or futures and other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06)similar derivative-based transactions; (i) all master services agreements (including any prepayments purchase orders and work orders thereunder), field data collection agreements and similar contracts and agreements for the supply of services or good faith products both to the Properties and to other properties, assets or other deposits submitted by any Third Party under the terms businesses of the Bid Procedures OrderSeller; (j) all corporate, financial, Tax, legal (including all work product of, and attorney-client communications with, Seller’s (or any of Sellers’ rights, claims its affiliates’) legal counsel) and causes other business data and records of action under Seller that relate to Seller’s business generally (or the Bankruptcy Code and business of any Avoidance Actions in which Sellers have or will have rightsof Seller’s affiliates); (k) all data and records relating to any sale of the name “Basic Energy” Properties, including bids received from, and all variations and derivations thereof records of negotiations with, any person other than Buyer and any Trademarks containing any of the foregoing;its affiliates or representatives; and (l) all Contracts geophysical and other assets listed on Schedule 2.02(l); seismic and related technical data and information (mincluding interpretive data and information) any executory contracts owned or unexpired leases that are not Desired 365 Contracts; licensed by Seller (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreementits affiliates).

Excluded Assets. Any assets of Sellers that are Notwithstanding anything to the contrary set forth herein, Seller shall reserve and retain, and Buyer shall have no interest or rights in, to or under, any asset or property which is not specifically described on otherwise identified as Assets in Section 2.011.1, together with all of including, without limitation, the following assets, shall not constitute Assets properties and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement assets (such assets as described herein belowproperties and assets, the “Excluded Assets”): (a) all cash trade credits, accounts, receivables, instruments, general intangibles, and cash equivalents of Sellers; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Records; (c) all Contracts of insurance or indemnityproceeds, subject to Section 10.01; (d) all proceedsdeposits, benefits, income or revenues attributable to the Assets, other than proceeds received on account Properties (including from the sale of the Acquired Accounts Receivable, any Hydrocarbons) with respect to any period of time prior to the Closing DateEffective Time; (b) all rights and interests of Seller (or any of its affiliates) (i) under any policy or agreement of insurance or indemnity (including all amounts due or payable to Seller as adjustments to insurance premiums related to the Properties), (ii) under any bond, (iii) to any insurance proceeds or award and (iv) to any condemnation proceeds or awards to the extent relating to any condemnation of the Properties prior to the Closing; (c) all claims of Seller (or any 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 Taxes (as defined in Section 6.1(b)) or (iii) any Taxes (as defined in Section 6.1(a)) attributable to the Excluded Assets; (d) all of the Seller Marks (as defined in Section 9.4) and all of Seller’s proprietary computer software, patents, trade secrets, copyrights and other intellectual property; (e) any items described on Schedule 1.2(e) and all rights, claims, demands and causes of action of Sellers under this AgreementRetained Properties (as defined in Section 5.3(c)); (f) all rightsright, claims (including title and interest of Seller in the lands described on Schedule 1.2(f) and any claim as defined and all real property and/or personal property located thereon or used or held for use in section 101 of the Bankruptcy Code)connection therewith, causesincluding, causes of actionwithout limitation, remediesall oil, defensesgas and mineral interests and/or leasehold interests, rights of set-off, rights of recoupmentall ▇▇▇▇▇, and rights to payment or to enforce payment and credits of any Seller except to all Hydrocarbons produced therefrom and/or attributable thereto (collectively, the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability“Trust Properties”); (g) any refund all rights, titles and interests conveyed to Seller pursuant to (i) that certain Conveyance of costs or expenses borne by Sellers Term Interest in Grantor’s Royalty and not by BuyerBonus, from ▇▇▇▇ ▇▇▇▇▇▇, as “Grantor,” to Seller, as “Grantee,” dated effective as of 12:01 a.m., July 1, 2012, and recorded in the Official Public Records of Loving County, Texas as Instrument Number 2012-1055, and (ii) that certain Conveyance of Term Interest in Grantor’s Royalty and Bonus, from ▇▇▇▇ ▇▇▇▇▇▇▇, as “Grantor,” to Seller, as “Grantee,” dated effective as of 12:01 a.m., July 1, 2012, and recorded in the Official Public Records of Loving County, Texas as Instrument Number 2012-1056; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to as provided in Section 4.3, all vehicles, drilling rigs, computers and tools, whether owned or leased except for vehicles, computers and personal tools designated by Seller for use by any employee of Seller (or its affiliates) who accepts an offer of employment with Buyer under as contemplated by Section 7.06)4.3; provided that Seller may remove any proprietary or licensed software or data from such equipment; (i) the field offices located in ▇▇▇▇▇▇▇ County, Ector County and Midland County, Texas more particularly described on Schedule 1.2(i), along with any prepayments and all associated real or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Orderpersonal property; (j) any of Sellers’ rightsall contracts and agreements relating to swaps, claims futures and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rightsother similar derivative-based transactions; (k) all master services agreements (including any purchase orders and work orders thereunder), field data collection agreements and similar contracts and agreements for the name “Basic Energy” supply of services or products both to the Properties and to other properties, assets or businesses of Seller; provided, however, that Buyer shall be subrogated to all variations warranties made thereunder with respect to goods and derivations thereof and any Trademarks containing any services provided in connection with the operation of the foregoingProperties; (l) all Contracts corporate, financial, Income Tax, legal (including all work product of, and attorney-client communications with, Seller’s (or any of its affiliates’) legal counsel other than title opinions related to the Properties) and other assets listed on Schedule 2.02(lbusiness data and records of Seller that relate to Seller’s business generally (or the business of any of Seller’s affiliates); (m) any executory contracts all audit-related claims and audit-related obligations associated with the Properties by or unexpired leases that are not Desired 365 Contractsagainst Seller related to periods of time prior to the Effective Time; (n) all Existing Letters data and records relating to any sale of Credit the Properties, including bids received from, and cash deposits records of negotiations with, any person other than Buyer and proceeds any of such Existing Letters of Credit;its affiliates or representatives; and (o) all equipment geophysical and original copies other seismic and related technical data and information (including interpretive data and information) owned or licensed by Seller (or any of Data its affiliates), to the extent primarily related such data is not transferable or is transferable only upon payment of a fee which Buyer has not separately agreed to pay. Notwithstanding the foregoing, the Excluded Assets shall not include (and the Properties shall include) any claims, receivables, refunds, credits or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms rights of this Agreement, including Section 2.12 Seller or Section 5.02; (u) except to the extent related its affiliates directly relating to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this AgreementLiability.

Excluded Assets. Any assets of Sellers that are It is expressly understood and agreed that, notwithstanding anything to the contrary set forth herein, the Acquired Assets shall not described on otherwise identified as Assets include each Asset Seller’s right, title or interest in Section 2.01, together with all or to any of the following assets(each, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein below, the an “Excluded AssetsAsset”): (ai) Any assets (including all rights, properties, claims, contracts, business, real property, leasehold interests in real property, equipment, machinery, vehicles, tools and other tangible personal property) other than those primarily used by such Asset Seller in the conduct of the Business; (ii) The assets, properties or rights set forth on Schedule 1.1(c)(ii) attached hereto; (iii) The capital stock of all Subsidiaries of PKI Germany Opto (except for PKI Shenzhen) and PKI Singapore (except for PKI Indonesia); (iv) All amounts payable to PKI and its Subsidiaries under the Xenon Sale Agreement; (v) All cash and cash equivalents or similar type investments, bank accounts, certificates of Sellersdeposit, Treasury bills and other marketable securities; (bvi) all corporate The contracts and financial records of Sellers (other than the Data contemplated by Section 2.01(f)agreements listed on Schedule 1.1(b)(vi) and all Excluded Recordsattached hereto; (cvii) Except as provided in Section 1.1(b)(x), all Contracts insurance policies and all rights of such Asset Seller to insurance or indemnityclaims, subject to Section 10.01related refunds and proceeds thereunder; (dviii) all proceeds, income The rights of Asset Sellers which accrue or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers will accrue under this Agreement; (fix) all rights, claims All refunds of Income Taxes (including any claim as defined in section 101 of Section 2.9(a)) relating to all periods ending on or prior to the Bankruptcy CodeClosing Date (or deemed to so end pursuant to Section 8.2(b)); and (x) All actions, causesclaims, causes of action, remedies, defenses, rights of set-offrecovery, choses in action and rights of recoupment, and rights to payment or to enforce payment and credits setoff of any Seller except to the extent related to the Assets with respect to any period of time kind arising before, on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data relating to the extent primarily related items set forth above in this Section 1.1(c) or to Excluded Assets or any Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Any The Purchased Assets shall include only those assets and interests specifically listed in Section 1.1 above and shall in all events exclude all right, title or interest of any of Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all or to any of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein belowcollectively, the “Excluded Assets”): (a) all cash and cash equivalents of Sellers, other than Restaurant ▇▇▇▇▇ Cash and Large Party Deposits; (b) all corporate and financial records any bank accounts of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded RecordsSellers; (c) all Contracts of insurance or indemnity, subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands Purchase Price and causes of action of Sellers Sellers’ rights under this Agreement; (d) any Excluded Contracts, including any refund, rebate, credit or payment due to Sellers thereunder; (e) any Claims, other than (i) as set forth in Section 1.1(j) and Section 1.1(l), and (ii) those arising post-Closing with respect to or in connection with any Purchased Asset; (f) all rightssecurities, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupmentwhether capital stock or debt, and rights to payment or to enforce payment and credits other ownership interests issued by any of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed LiabilitySellers; (g) all assets of any refund of costs Section 401(k) or expenses borne by Sellers and not by Buyerother Seller benefit plan; (h) all intercompany claims by any Tax credits, refunds Seller against any other Seller or abatements any Subsidiary or other Tax assets or Tax benefits Affiliate of Sellers (other than those allocated to Buyer under Section 7.06)any Seller; (i) any prepayments or good faith or other deposits submitted by any Third Party under item expressly excluded pursuant to the terms provisions of the Bid Procedures OrderSection 1.1 above; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights;[Intentionally Omitted] (k) any premium refunds (including, without limitation, for any prepaid premiums) of Sellers arising from their insurance policies on account of reduction in workforce, liability coverage, and the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing;like; and (l) except only as provided in Sections 1.1(f) and 1.1(l), all Contracts rights and Claims to deposits (including, without limitation, any cash collateral for any obligation of Sellers and all Post-Petition deposits made by Sellers), credits, prepaid amounts (including, without limitation, as to Taxes), refunds, reimbursements, vendor and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters rebates, set-offs and similar rights and claims of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all PermitsSellers, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehiclesincluding, all truckswithout limitation, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property foregoing relating to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers Contract other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this AgreementPurchased Contracts.

Excluded Assets. Any Notwithstanding anything to the contrary in Section 2.1 or elsewhere in this Agreement, the following assets of Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement Bios (such assets as described herein belowcollectively, the “Excluded Assets”):) are excluded from the Purchased Assets, and are to be retained by Bios as of the Closing: (a) all cash and or cash equivalents of Sellersthe Business; (b) all corporate any bank or brokerage accounts of Bios and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Recordsits subsidiaries; (c) original copies of all Contracts financial and accounting records, minute books, non-classified records, stock ledgers and Tax records of insurance Bios and its subsidiaries, and any other materials that Bios or indemnity, subject its subsidiaries are required by Law to Section 10.01retain; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account shares of the Acquired Accounts Receivable, with respect to any period capital stock of time prior to the Closing DateBios and its subsidiaries; (e) all rightscertificates for insurance, claimsbinders for insurance policies and insurance, demands and causes of action of Sellers under this Agreementclaims and rights thereunder and proceeds thereof, to the extent not transferable or assignable ; (f) all rights, claims (including any claim as defined in section 101 for refund of Taxes and other governmental charges of whatever nature arising out of Bios’ operation of the Bankruptcy Code), causes, causes Business or ownership of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except the Purchased Assets prior to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed LiabilityClosing; (g) any refund of costs all Governmental Authorizations and all pending applications therefore or expenses borne by Sellers and renewals thereof, to the extent not by Buyertransferable or assignable; (h) any Tax all claims, rights, credits, refunds causes of actions, defenses and rights of set-off against third parties relating to or abatements arising from the Excluded Liabilities, whether accruing before or after the Closing, and including all attorney work-product protections, attorney-client privileges and other Tax assets legal protections and privileges to which Bios may be entitled in connection with or Tax benefits of Sellers (other than those allocated relating to Buyer under Section 7.06)the Excluded Assets or the Excluded Liabilities; (i) any prepayments or good faith or other deposits submitted by any Third Party under personal effects and the terms personal automobile of the Bid Procedures OrderMajority Shareholder; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights;security deposits for all Leased Real Property; and (k) the name “Basic Energy” and all variations and derivations thereof rights of Bios under this Agreement and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts documents, instruments or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily certificates executed in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under transactions contemplated by this Agreement.

Excluded Assets. Any assets Notwithstanding any provision herein to the contrary, there shall be excluded from the Acquired Assets and there shall be retained by Seller, all right, title and interest of Sellers that are not described on otherwise identified as Assets Seller in Section 2.01, together with all of and to the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein belowcollectively, the “Excluded Assets”): (a) all cash and cash equivalents All rights of SellersSeller under this Agreement or any other agreement entered into pursuant hereto; (b) all corporate and financial records Any leased assets included within the definition of Sellers (other than Acquired Assets if the Data contemplated by Section 2.01(f)) and all Excluded RecordsPurchaser does not assume a lease obligation of Seller with respect to such assets; provided, however, that Purchaser shall assume Seller’s obligations under the Real Property Lease; (c) all Contracts of insurance or indemnity, subject to Section 10.01Each employee benefit plan and the assets thereof; (d) all proceeds, income All rights of Seller under any Contract or revenues attributable to the Assets, other than proceeds received License listed on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing DateSchedule 2.2(d); (e) all rightsAll corporate seals, claimsminute books, demands charter documents, corporate stock record books, registers of other Capital Interests, originals of tax and causes financial records (copies of action which will be delivered to the Purchaser), employee records, and such other books and records as pertain only to the organization, existence or share capitalization of Sellers under this AgreementSeller; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of setAll Non-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed LiabilityCurrent Receivables; (g) All losses, loss carryforwards and rights to receive refunds, credits and loss carryforwards with respect to any refund of costs or expenses borne by Sellers and not by Buyerall Taxes; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06)All cash and cash equivalents; (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures OrderAll insurance policies; (j) any of Sellers’ rights, All claims and causes rights of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have recovery to extent arising from or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data related to the extent primarily related period prior to Excluded Assets Closing or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded AssetsRetained Liability; (vk) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the BusinessAll bank accounts; and (zl) any All assets or properties otherwise expressly of Seller identified as Excluded Assets under this Agreementon Schedule 2.2(l).

Excluded Assets. Any Notwithstanding anything else contained in this Agreement or in any Other Transaction Document, the following assets of Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all of the following assets, Seller shall not constitute be included in the Assets and shall not be sold, assigned sold or conveyed to Buyer acquired pursuant to this Agreement (such assets as described herein belowcollectively, the “Excluded Assets”): (aA) all cash and cash equivalents of Sellersequivalents, and all bank accounts, brokerage accounts or similar accounts; (bB) all corporate and financial records any Tax refunds of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded RecordsSeller; (cC) all Contracts of insurance Seller’s rights under this Agreement or indemnityany Other Transaction Document, subject including the Stock issued to Section 10.01; (d) all proceeds, income or revenues attributable Seller pursuant to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (fD) the tax, medical and other records relating to the Business to the extent nontransferable to Buyer by Law; (E) all rightsrights of Seller with respect to accounts receivable, notes receivable or other rights to receive payments from any Person that arose, accrued or relate to periods prior to the Closing; (F) the Contracts specified on Schedule 2.2(G); (G) all credits, prepaid expenses, deferred charges, advance payments and security deposits that arose, accrued or relate to periods ending prior to the Closing; (H) all rights to or claims for refunds, overpayments or rebates of any kind (in addition to Tax refunds) that arose, accrued or relate to periods ending prior to the Closing; (I) all insurance policies and proceeds, including any claim benefits, claims, rights and proceeds relating thereto, maintained by Seller; (J) all personal effects, such as defined in section 101 personal photographs, books, award certificates, memorabilia, artifacts, mementos, and other similar items of the Bankruptcy Code)Seller’s stockholders, causesdirectors, officers, and employees; and (K) all causes of action, remedieslawsuits, defenses, rights of set-off, rights of recoupmentclaims, and rights to payment or to enforce payment and credits demands of any Seller except nature, whether or not currently available to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne being pursued by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing DateSeller, with respect to the Excluded Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this AgreementRetained Liabilities.

Excluded Assets. Any assets Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall constitute or be construed as conferring on Buyer, and Buyer is not acquiring, any right, title or interest of Sellers that are not described on otherwise identified as Assets Seller or its Affiliates in Section 2.01, together with all of or to the following assetsassets whether or not associated with the Purchased Assets or the Gasification Real Property, shall not constitute and which are hereby excluded from the sale and from the definition of Purchased Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement the Gasification Real Property herein (such assets as described herein below, the “Excluded Assets”): (a) all cash Certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness and cash equivalents of Sellersinterests in joint ventures, partnerships, limited liability companies and other entities; (b) all corporate All cash, cash equivalents, bank deposits, accounts and financial records notes receivable (trade or otherwise), prepaid expenses relating to the ownership and operation of Sellers (the Purchased Assets and the ownership of the Gasification Real Property and any income, sales, payroll or other than the Data contemplated by Section 2.01(f)) and all Excluded Recordsreceivables with respect to Taxes; (c) all Contracts The right, title and interest of insurance Seller and its successors, assigns, Affiliates and/or Representatives in and to the names “Wabash River Station” or indemnityany derivation or variation thereof, subject to as well as any related or similar name, or any other trade names, trademarks, service marks, corporate names and logos, or any part, derivation, colorable imitation or combination thereof, other than as specified in Section 10.012.1(a)(viii); (d) Except to the extent, if any, constituting a Seller’s Agreement, all tariffs, agreements and arrangements to which Seller or any Affiliate thereof is a party for the purchase or sale of electric capacity and/or energy or for the purchase or sale of ancillary services involving the Purchased Assets or otherwise; (e) Except in respect of Assumed Liabilities, the rights of Seller or any Affiliate thereof in and to any causes of action against third parties relating to any Acquired Real Property, Tangible Personal Property, Unit 1 Permits, Station Permits, Taxes or Seller’s Agreements, if any, including any claims for refunds (other than those Tax refunds that are covered by Section 2.2(f)), prepayments, offsets, recoupment, insurance proceeds, income condemnation awards, judgments and the like, whether received as payment or revenues attributable credit against future liabilities, relating specifically to the Assets, other than proceeds received on account of Unit 1 or the Acquired Accounts Receivable, with respect Real Property and relating to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 Any refunds of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except Taxes attributable to the extent related to Purchased Assets and the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Gasification Real Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to which refunds are the express terms result of this Agreementproceedings that, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, were instituted by Seller or its Affiliates regardless of when actually paid; (g) All employees of Seller and all personnel records other than records the disclosure of which to Buyer is required by Law; (h) The minute books, stock transfer books, corporate seal and other corporate records of Seller; (i) Any amount received after the Closing Date for electricity generated by Unit 1 that was sold or delivered prior to the Closing Date; (j) All insurance policies relating to the Purchased Assets and the Gasification Real Property; (k) Any and all of Seller’s rights in any contract or arrangement that is not a Seller’s Agreement or that represents an intercompany transaction between Seller and an Affiliate of Seller, whether or not such transaction relates to the provision of goods and services, payment arrangements, intercompany charges or balances, or the like; (l) Seller’s rights under this Agreement, the Related Agreements and the Transaction Agreements; (m) All rights to the services of employees of Seller and all rights under and with respect to any ERISA Affiliate Plans; (n) All of Seller’s electric generating units at the Station other than Unit 1 and the other properties, assets and rights set forth on Schedule 2.2(n); (o) All electrical transmission facilities of Seller or any of its Affiliates located at the Station (whether or not regarded as a “transmission” asset for regulatory or accounting purposes), including all switchyard facilities, substation facilities and support equipment (and related permits, contracts and warranties), but excluding, for the avoidance of doubt, those generation step-up transformers set forth on Schedule 2.1(a)(iii); (p) All assets, equipment and tangible or intangible personalty and rights that are not Purchased Assets, that are owned, operated or used by Seller or its Affiliates at the Station but not solely for or in connection with Unit 1, including without limitation those assets, equipment and tangible or intangible personalty and rights that are used in connection with the operation or support of any two or more of Seller’s electric generating units at the Station, whether or not including ▇▇▇▇ ▇ (such assets and properties, the “CF” including those items described in Schedule 2.2(p)). For the avoidance of doubt, Seller is not transferring or otherwise conveying to Buyer hereunder, as part of the Purchased Assets or otherwise, any interest in the CF; it being understood that, subject to the terms and conditions thereof, Seller shall make available to Buyer under the Facilities Operation and Services Agreement a right to use the CF commensurate with the Purchased Assets; (q) Any and all rights in, under or to any real property other than the Acquired Real Property; (r) The Station Permits, the Parties acknowledging and understanding that Buyer’s rights and obligations with respect to the Assets or (ii) any of Station Permits shall be in accordance with and as set forth in the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Facilities Operation and Services Agreement after giving effect to and the Sale Order; (w) all engagements Operation and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the BusinessMaintenance Agreement; and (zs) any assets or properties otherwise expressly identified Any Emissions Allowances other than those that will belong to Buyer, as Excluded Assets under this Agreementdescribed in Section 3.8.

Excluded Assets. Any The Acquired Assets shall not include any assets of Sellers that are not described on otherwise identified as Assets other than the assets specifically listed or designated in Section 2.01Sections 1.1(a) through 1.1(j) and, together with all without limiting the generality of the following assetsforegoing, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement expressly exclude the following (such assets as described herein below, the “"Excluded Assets”"): (a) any and all cash and cash equivalents of Sellersequivalents; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) any and all Excluded Recordsaccounts and notes receivable of the Business arising prior to the Closing Date, including any intercompany receivables; (c) any and all Contracts tax refunds, tax, insurance and other claims or rights to recoveries and similar benefits of insurance the Business, all of Sellers' tax returns relating to the Business and any notes, worksheets, files or indemnitydocuments relating thereto, subject and any legal files or other documents covered by an evidentiary privilege that are not exclusively related to the Assumed Liabilities (as defined in Section 10.011.3 hereof); (d) any and all proceeds, income or revenues attributable rights accruing to Sellers under this Agreement and the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Dateagreements contemplated hereby; (e) any and all rightscorporate seals, claimscertificates of incorporation, demands and causes minute books, stock books, books of action account or other records having to do with the corporate organization of Sellers under this Agreementor their respective Affiliates; (f) any and all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent insurance policies related to the Assets with respect to Business and any period of time on or after the Closing Date or any Assumed Liabilityclaims thereunder by Sellers; (g) any refund of costs all books, documents, records and files prepared in connection with or expenses borne relating to the transactions contemplated by Sellers this Agreement, including bids received from other parties and not by Buyeranalyses relating to the Acquired Assets, the Assumed Liabilities and the Business; (h) except as specifically provided to the contrary in this Agreement, any Tax creditsinterest in any trademark or trade name owned or used by Sellers or any of their respective Affiliates including (i) the word "Quaker" and any similar trade name or trademark, refunds and (ii) corporate symbols (including without limitation the Quaker man logo of The Quaker Oats Company ("Quaker"), or abatements any other trade names, trademarks, logos, color schemes, scripts, characters or other Tax assets design elements used by Sellers or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06)their Affiliates, whether used in connection with the Acquired Assets, the Business or otherwise; (i) except for the Acquired Assets, any prepayments assets located at, on or good faith in (a) the corporate headquarters of Quaker, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or other deposits submitted by any Third Party under the terms of the Bid Procedures OrderSellers, (b) any customer business center of Sellers, (c) any sales office of Sellers, (d) Quaker's Barrington research and development center, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, (e) the manufacturing facility owned by Golden Grain in Bridgeview, Illinois (the "Bridgeview Plant"), (f) any other building or facility which is owned or leased by, or is otherwise used by or for the benefit of, Sellers or any of their respective Affiliates or (g) any facility of any Co-Packer; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations real property and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property improvements owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (ik) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Businesspatents and patent applications; and (zl) any assets or properties otherwise expressly identified except as Excluded Assets under specifically provided to the contrary in this Agreement, any and all trademarks, trademark applications, copyrights, copyright applications, trade secrets, know-how, processes, technology, formulas, recipes, mixing instructions, product specifications and other intellectual property not used exclusively in the Business, including, but not limited to, any and all computer software and systems.

Excluded Assets. Any assets of Sellers that are Notwithstanding Section 2.1, the Assets shall not described on otherwise identified as Assets in Section 2.01, together with all include any of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein below, the “Excluded Assets”):), all right, title and interest in, to or under which are retained by Seller: 2.2.1 Subject to Section 2.1.9, insurance policies of Seller and rights and claims thereunder (a) all including any refund of premiums); 2.2.2 bonds, letters of credit, surety instruments, and other similar items; 2.2.3 cash and cash equivalents of Sellersequivalents; 2.2.4 any rights under any contract governing or evidencing an obligation for borrowed money, other than capital leases listed on Schedule 3.7; 2.2.5 claims or other rights against third parties relating to the Business and arising out of transactions occurring prior to the Adjustment Time, except to the extent such claims or rights relate to (bi) all corporate rights under third party warranties described in Section 2.1.8, (ii) damage incurred with respect to assets of the Business except for claims for damages or destruction of Assets described in Section 2.1.10; or (iii) the Assumed Liabilities; 2.2.6 rights to any Tax refunds or credits for periods (or portions thereof) ending on or prior to the Closing Date and Seller’s Tax and financial records of Sellers (other than that are not exclusively related to the Data contemplated by Section 2.01(f)) and all Excluded RecordsBusiness; (c) all Contracts 2.2.7 intercompany receivables and any advances to Affiliates, including advances to any employee of insurance or indemnitythe Seller; 2.2.8 corporate records and, subject to the extent not transferred to Buyer pursuant to Section 10.012.1.3, personnel records; (d) 2.2.9 all proceeds, income items of Tangible Personal Property consumed or revenues attributable to disposed of in the Assets, other than proceeds received on account ordinary course of business between the Acquired Accounts Receivable, with respect to any period date of time prior to this Agreement and the Closing Date; (e) 2.2.10 the employee benefit plans and arrangements of the Seller and any and all rights, claims, demands and causes assets associated therewith; 2.2.11 all rights of action of Sellers the Seller under this Agreement; (f) all rightsAgreement and any other agreement, claims (including any claim as defined in section 101 of the Bankruptcy Code)certificate, causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements instrument or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted document executed and delivered by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily Seller in connection with the business transactions contemplated hereby; 2.2.12 all bank and other depository accounts of Sellers Seller; 2.2.13 any real property other than the BusinessReal Property; 2.2.14 all rights of the Seller to equity ownership interests in any entity that are owned by Seller; 2.2.15 any off-the-shelf office computer software that is not transferable; 2.2.16 all assets of Seller which are not currently primarily used in the Business by the Division (except for any asset that is specifically itemized on a schedule to this Agreement as being included within a category of Assets); and (z) any assets or 2.2.17 the rights, assets, and properties otherwise expressly identified as Excluded Assets under this Agreementdescribed on Schedule 2.2.

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Assets in Section 2.01The following properties, together with all of the following assets, shall not constitute Assets rights and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement interests of Seller (such assets as described herein belowcollectively, the “Excluded Assets”):) are expressly excluded from the purchase and sale contemplated hereby and as such are not included in the Purchased Assets: (ai) all cash Cash and cash equivalents of Sellersall rights and interests in and to Seller’s bank accounts; (bii) all corporate rights and financial records interests of Sellers (other than the Data contemplated by Section 2.01(f)) Seller under all Employee Benefit Plans and all Excluded Recordsrelated trust agreements; (ciii) Seller’s charter, bylaws or comparable organization documents and all Contracts qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books and other documents relating to the organization, maintenance and existence of insurance Seller as an entity, and any shareholders agreement or indemnity, subject similar agreement with respect to Section 10.01the voting or transfer of any Equity Securities of Seller; (div) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defensesdemands, rights and privileges against third parties (including the benefit of set-offand all rights to enforce any covenants, warranties, representations or guarantees), deposits, prepayments, refunds and rights of offset, recovery or recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except each case to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts Excluded Liabilities or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets each Seller Party’s rights under or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to and the Sale OrderTransaction Documents; (wvi) any Equity Securities of any Person; (vii) all engagements Contracts, if any, listed on Schedule 2.1(b)(vii); (viii) all of the properties, assets, rights and similar letters interests, if any, listed on Schedule 2.1(b)(viii), including Seller’s claims presently alleged as of the date of this Agreement in the litigation described in Schedule 2.1(b)(viii) (the “Pending Litigation”); (ix) all lists, records and agreements with Sellers’ legal advisorsother information of the kind described in Section 2.1(a)(ix) that Seller is required by Law to retain in its possession (provided, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assetsextent permitted by Law, Seller shall make copies thereof available to Buyer upon its request); (x) any property or obligation all Tax Returns of Seller (provided that has been escheated or been reportable as unclaimed property Seller shall make copies of non-income Tax Returns relevant to any state or municipality under any applicable escheatment or unclaimed property lawsBuyer’s reporting obligations available to Buyer upon its request); (yxi) excluding all assets listed on Annex Cclaims for refund of Taxes paid by Seller, all assets described on Schedule 2.02(yto the extent that such Tax would be an Excluded Liability (as defined below) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Businessif such Tax were not refundable; and (zxii) any assets all rights to refunds of Taxes paid by Seller, regardless of whether such rights have arisen or properties otherwise expressly identified as Excluded Assets under this Agreementhereafter arise, and all Tax attributes of Seller (including tax credits).

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Notwithstanding anything to the contrary in this Agreement, nothing herein will be deemed to constitute an agreement to sell, transfer, assign or convey the Excluded Assets in Section 2.01to Buyer, together with and the Selling Entities will retain all of right, title, and interest to, in, and under the Excluded Assets. The term “Excluded Assets” means only the following assets, shall not constitute Assets rights, and shall not be sold, assigned properties of the Selling Entities: (a) any amounts (including the Purchase Price) paid or conveyed payable to Buyer Seller or any of its Subsidiaries pursuant to this Agreement (such assets as described herein below, the “Excluded Assets”): (a) all cash and cash equivalents of Sellers; or any other Transaction Document; (b) all corporate and financial records any shares of Sellers (capital stock or other than the Data contemplated by Section 2.01(f)) and all Excluded Records; equity interest of Seller or any of Seller’s Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of Seller or any of Seller’s Subsidiaries; (c) all Contracts minute books and other corporate books solely to the extent relating to a Selling Entity’s organization or existence, and all stock ledgers, corporate seals, and stock certificates of insurance or indemnity, subject to the Selling Entities (other than Tax Returns described in Section 10.01; 2.01(b)(xx)); (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; Excluded Records; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; Excluded Contracts; (f) sponsorship of all Seller Benefit Plans and all rights, claims (including any claim as defined title and interest in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets assets held with respect to any period of time on or after otherwise relating to the Closing Date or any Assumed Liability; same; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) all rights to any Tax credits, refunds or abatements credits of Seller or other Tax assets or Tax benefits any of Sellers its Subsidiaries (other than those allocated to Buyer under Section 7.06); (i) any prepayments Tax refunds or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties credits described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; 2.01(b)(xi)); (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.h)

Excluded Assets. Any There are expressly excluded from the sale, conveyance, transfer and delivery referred to in Section 3(a) above, and the term "Assets" shall not include, the following assets of Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all of Sellers' Business (the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein below, the “"Excluded Assets”"): (ai) all cash and cash equivalents equivalent of Sellers; (bii) all corporate income tax refunds and financial records income tax credits of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded RecordsSellers; (ciii) all Contracts claims and causes of insurance or indemnity, subject to Section 10.01action of Sellers; (div) all proceedsclaims and causes of action of Sellers' estates arising under Sections 509, income 510, 542 through 549, inclusive, 550, 552 or revenues attributable to the Assets, other than proceeds received on account 553 of the Acquired Accounts Receivable, with respect to any period of time Bankruptcy Code; (v) all assets excluded from the Assets by Buyer in writing prior to the Closing Date; (evi) all rights, claims, demands and causes of action rights of Sellers under this Agreement; insurance policies and under warranties (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Codeexpressed or implied), causesrepresentations and guaranties made by suppliers, causes of action, remedies, defenses, rights of set-off, rights of recoupment, manufacturers and rights contractors relating to payment or to enforce payment and credits of any Seller except to the extent related to the Excluded Assets with respect to any period of time on or after the Closing Date or any event, condition or occurrence that gives rise to a liability that is not an Assumed Liability; (gvii) any refund of costs or expenses borne by Sellers all capital stock and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits stock certificates of Sellers (other than those allocated to Buyer under Section 7.06the stock of the SPC and the certificates representing the same), including all treasury stock and stock of subsidiaries; (viii) the assets listed in Schedule 3(b)(viii); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (kix) the name “Basic Energy” contracts and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets leases listed on in Schedule 2.02(l3(b)(ix); (mx) the books and records listed on Schedule 3(b)(x) and any executory contracts other books, records or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data other data relating to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ' ownership or operation of the Assets; (x) any property or obligation Business which are required by applicable law to be retained by Sellers; provided, however, that has been escheated or been reportable as unclaimed property copies of such books, records and other data relating to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily the Business shall be furnished to or held for use primarily in connection with the business of Sellers other than the BusinessBuyer promptly upon Buyer's written request; and (zxi) any assets All Excluded Receivables more than 90 days past due as of the Closing Date and Excluded Receivables 90 days or properties otherwise expressly identified less past due as of the Closing Date in an amount equal to the lesser of (A) 133% of the claims of Zero Plus Dialing, Inc., d/b/a U.S. Billing ("ZPDI/USBI") against Sellers as of the Closing Date for outstanding advances by ZPDI/USBI to Sellers in respect of the Excluded Assets under this AgreementReceivables and (B) the amount specified in Schedule 3(b)(xi).

Excluded Assets. Any assets Notwithstanding anything in this Agreement to the contrary, Seller shall retain, and Buyer shall not purchase or acquire, any of Sellers that are the assets, properties or rights of Seller not specifically listed or described on otherwise identified as Assets in Section 2.01, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement 1.1 (such assets as described herein below, the “Excluded Assets”):), including the following: (a) all cash rights of Seller under any other Contracts other than the Assigned Contracts, including those Contracts listed on Section 1.2(a) of the Seller Disclosure Schedule and cash equivalents of SellersContracts related to Software used to store, access, and use the Customer Data; (b) all corporate Trade Names and financial records any derivatives thereof used in the operation of Sellers (other than the Data contemplated by Business, including, but not limited to the Trade Names listed in Section 2.01(f)1.2(b) and all Excluded Recordsof the Seller Disclosure Schedule; (c) all Contracts the corporate seal, minute books, stock books, blank share certificates and other records relating to the corporate or other legal organization of insurance or indemnity, subject to Section 10.01Seller; (d) all proceedsthe original of any Books and Records that Seller is required by Applicable Law to retain, income or revenues attributable so long as Seller delivers at least one (1) copy thereof to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing DateBuyer; (e) all rightsthe shares, claims, demands and causes membership interests or other securities of action other entities owned by Seller other than those entities listed in Section 1.1(j) of Sellers under this Agreementthe Seller Disclosure Schedule; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupmentSeller Group Benefit Plans, and rights to payment or to enforce payment all assets and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liabilitycontracts relating thereto; (g) all monies to be received by Seller from Buyer under this Agreement and the Transaction Documents and other rights of Seller under this Agreement and the Transaction Documents, and all rights in any refund bank account formed for the purpose of costs or expenses borne by Sellers and not by Buyerreceiving such monies; (h) any Tax creditsall Permits, refunds or abatements including all qualifications to do business as a foreign corporation or other Tax assets or Tax benefits of Sellers (other than those allocated entity and all arrangements with registered agents relating to Buyer under Section 7.06)foreign qualifications; (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms all cash, cash equivalents and bank accounts of the Bid Procedures OrderSeller; (j) all of Seller’s claims, rights or interests in or to any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rightsearnings credit relating to Seller’s bank accounts; (k) all of Seller’s claims, rights or interests in or to any Tax refunds, rebates or similar payments of Taxes for, or applicable to, any taxable period or portion thereof ending on or prior to the name “Basic Energy” and all variations and derivations thereof Closing Date of Seller, together with any interest due thereon or penalty rebate arising therefrom, and any Trademarks containing any of the foregoingTax prepayments made by Seller; (l) all Contracts Tax Returns, Tax reports, Tax records and other assets listed on Schedule 2.02(l)all records (including working papers) related thereto of Seller; (m) any executory contracts or unexpired leases that are not Desired 365 Contractsall Intellectual Property and Intellectual Proprietary Rights of Seller; (n) all Existing Letters the IT Assets other than those set forth in Section 1.1(g) of Credit the Seller Disclosure Schedule and cash deposits and proceeds those described in Section 1.1(m) above, including the back plant detailed on Section 1.1(g) of such Existing Letters of Creditthe Seller Disclosure Schedule; (o) all equipment Pending Title Files (which for the avoidance of doubt do not include the Pending Title Files Revenues which are Purchased Assets pursuant to Section 1.1(a)) and original Closed Title Files (which for the avoidance of doubt does not include copies and data extracts of Data certain information relating thereto which are Purchased Assets pursuant to the extent primarily related to Excluded Assets or Excluded Liabilities;Section 1.1(o)); and (p) all Permits, except for those Permits contemplated by the assets set forth in Section 2.01(d); (q1.2(p) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this AgreementSeller Disclosure Schedule.

Excluded Assets. Any assets of Sellers that are not described There shall be excluded from the Acquired Assets to be sold, assigned, transferred, conveyed and delivered to the Buyer or its designee hereunder and, to the extent in existence on otherwise identified as Assets in Section 2.01the Closing Date, together with all of there shall be retained by the Selling Parties, the following assets, shall not constitute Assets properties and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement rights (such assets as described herein belowcollectively, the “"Excluded Assets”"): (a) all cash and cash equivalents of Sellers; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Records; (c) all Contracts of insurance or indemnity, subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account All rights of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers Selling Parties under this Agreement; (fb) All capital stock of all rights, claims (including Subsidiaries of any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, Selling Parties (other than GB Canada) and the MEI Interests; (c) All rights of set-off, the Selling Parties under any real property leases (other than the Acquired Leases); (d) All rights of recoupmentthe Selling Parties in, under, and rights with respect to payment the insurance policies, contracts and coverages obtained by any of the Selling Parties or to enforce payment and credits listing any of them as an insured party, a beneficiary or loss payee (other than any Seller except Insurance or any Seller Employee Benefit Plan to the extent related to acquired by the Assets Buyer under Section 2.1); (e) All rights in, under and with respect to the assets, any period administrative service contracts or funding arrangements associated with any Employee Benefit Plans; (f) Any Indebtedness owed to any Selling Party solely by the Seller and/or one or more of time on its Subsidiaries, and any Guarantees in favor of any Selling Party made solely by the Seller and/or one or after the Closing Date or any Assumed Liabilitymore of its Subsidiaries; (g) All Contractual Obligations with respect to any refund right of costs any Person to acquire any capital stock or expenses borne by Sellers and not by Buyerother direct or indirect ownership interest in the Seller and/or any of its Subsidiaries (including any warrant, option or similar instrument) or with respect to any right to request registration of such capital stock or ownership interest under the Securities Act or otherwise; (h) any Tax creditsOther than with respect to GB Canada, refunds all corporate seals, minute books, charter documents, corporate stock record books, registers of other securities, copies of original tax and financial records (the originals of which will be delivered to the Buyer as part of the Acquired Assets), and such other books and records as pertain only to the organization, existence, share capitalization or abatements or other Tax assets or Tax benefits debt financing of Sellers (other than those allocated to Buyer under Section 7.06)the Selling Parties; (i) All losses, loss carryforwards and rights to receive refunds, credits and loss carryforwards with respect to any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Orderand all Retained Taxes; (j) All rights of any of Sellers’ rights, claims and causes of action the Selling Parties under the Bankruptcy Code and any Avoidance Actions in which Sellers have Contractual Obligation identified on any schedule or will have rightsexhibit to this Agreement as excluded; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoingAll Artech Assets; (l) all Contracts and other assets All items listed on Schedule 2.02(l);Section 2.2(l) of the Disclosure Schedule; and (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to All Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this AgreementLicenses.

Excluded Assets. Any assets of Sellers It is expressly understood and agreed that are the Assets shall not described on otherwise identified as Assets in Section 2.01, together with all of include the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein belowcollectively, the “Excluded Assets”): (a) Any equity interest in Holdings or Management and any rights in each Seller’s franchise to be a corporation, its charter, corporate seal, stock books, minute books and other corporate records relating to the corporate organization and capitalization of such Seller; (b) Any of the Business’ assets that are consumed, sold or disposed of in the ordinary course of business consistent with past practice; (c) Any refunds or credits with respect to any Taxes paid or incurred by Sellers (plus any related interest received or due from the relevant taxing authority), any prepaid Taxes of Sellers and any other rights related to Taxes paid or incurred by the Sellers with respect to any Pre-Closing Tax Periods; (d) Any assets of Sellers not utilized primarily in the Business and all cash rights of Sellers under this Agreement or related to the transactions contemplated by this Agreement; (e) Sellers’ right, title and cash equivalents interest in and to the Contracts listed on Schedule 1.2(e); (f) All intercompany receivables and the Hershey Receivables of Sellers; (bg) all corporate Cash and financial records cash equivalents or similar type investments, deposits in transit, certificates of Sellers (deposit, treasury bills and other than the Data contemplated by Section 2.01(f)) and all Excluded Records; (c) all Contracts marketable securities of insurance Sellers, whether or indemnity, subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account not reflected as assets of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by BuyerBusiness; (h) Any rights in or to the use of the name, ▇▇▇▇, trade name, trademark or service ▇▇▇▇ incorporating “▇▇▇▇▇▇” and any Tax creditscorporate symbols or logos related thereto, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated except to Buyer under the extent provided in Section 7.06)5.8; (i) any prepayments Any insurance policies, or good faith or other deposits submitted rights under such policies, held by any Third Party under the terms of the Bid Procedures OrderSellers; (j) any Any rights of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets Benefit Plan or Benefit Arrangement that is a defined benefit or defined contribution retirement plan or (ii) any of assets held under the Excluded Assetstrust agreement or other funding arrangement related to any Benefit Plan or Benefit Arrangement that is a defined benefit or defined contribution retirement plan; (vk) any assets All Records of Sellers (i) relating to accounting or properties described in Section 2.01 that are not assignable financial matters or to Taxes or associated returns other than Records transferred to Buyer pursuant to Section 1.1(i), (ii) relating primarily to any of the other Excluded Assets described in this Agreement after giving effect Section 1.2 or (iii) that do not contain information exclusively about or relating exclusively to the Sale OrderBusiness or the Assets described in Section 1.1; (wl) all engagements All prepaid items (including security deposits), claims for collection, indemnity rights and similar letters other claims and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own causes of action arising out of occurrences before or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect after the Closing and other intangible rights relating primarily to the ownership other Excluded Assets described in this Section 1.2 or operation of to the AssetsExcluded Liabilities described in Section 1.4, and all privileges relating thereto; (xm) any property or obligation All medical records of Business Employees that has been escheated or been reportable as unclaimed property are not permitted by Law to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily be transferred to or held for use primarily in connection with the business of Sellers other than the BusinessBuyer; and (zn) any Any assets or properties otherwise expressly identified as Excluded Assets under this Agreementon Schedule 1.2(n).

Excluded Assets. Any assets of Sellers that are Notwithstanding anything to the contrary set forth herein, Seller shall reserve and retain, and Buyer shall have no interest or rights in, to or under, any asset or property which is not specifically described on otherwise identified as Assets in Section 2.011.1, together with all of including, without limitation, the following assets, shall not constitute Assets properties and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement assets (such assets as described herein belowproperties and assets, the “Excluded Assets”): (a) all cash trade credits, accounts, receivables, instruments, general intangibles, and cash equivalents of Sellers; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Records; (c) all Contracts of insurance or indemnityproceeds, subject to Section 10.01; (d) all proceedsdeposits, benefits, income or revenues attributable to the Assets, other than proceeds received on account Properties (including from the sale of the Acquired Accounts Receivable, any Hydrocarbons) with respect to any period of time prior to the Closing DateEffective Time; (eb) all rightsrights and interests of Seller (or any of its affiliates) (i) under any policy or agreement of insurance or indemnity (including all amounts due or payable to Seller as adjustments to insurance premiums related to the Properties), claims(ii) under any bond, demands (iii) to any insurance proceeds or award and causes (iv) to any condemnation proceeds or awards to the extent relating to any condemnation of action of Sellers under this Agreementthe Properties prior to the Closing; (fc) all rights, claims of Seller (including or any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupmentits affiliates) for refunds of, and rights to payment any loss or to enforce payment and credits of any Seller except to the extent related to the Assets credit carryovers or similar items with respect to, (i) Production Taxes attributable to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing DateEffective Time, with respect to the Assets or (ii) Income Taxes (as defined in Section 6.1(b)) or (iii) any of Taxes (as defined in Section 6.1(a)) attributable to the Excluded Assets; (vd) any assets or properties described all of the Seller Marks (as defined in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order9.4) and all of Seller’s proprietary computer software, patents, trade secrets, copyrights and other intellectual property; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (xe) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets items described on Schedule 2.02(y1.2(e) and all other assets Retained Properties (as defined in Section 5.3(c)); (f) all right, title and interest of Sellers related primarily to Seller in the lands described on Schedule 1.2(f) and any and all real property and/or personal property located thereon or used or held for use primarily in connection with therewith, including, without limitation, all oil, gas and mineral interests and/or leasehold interests, all ▇▇▇▇▇, and all Hydrocarbons produced therefrom and/or attributable thereto (collectively, the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.“Trust Properties”);

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all (a) Without limiting the generality of the following assetsforegoing, Seller (or an applicable Seller Company) shall retain and not sell, convey, transfer or deliver to Buyer, and Buyer shall not constitute Assets purchase or have any rights in, the following assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement properties (such assets as described herein belowcollectively, the “Excluded Assets”): (ai) all All cash, cash equivalents, cash deposits (other than those included in the Assets), bank accounts, certificates of deposit, savings and other similar cash or cash equivalents of Sellersevery kind, nature, character and description; (bii) all corporate and financial records Any accounts receivable in respect to the Assets or the Operations for periods ending prior to the Effective Time; (iii) All Intellectual Property of Sellers the Seller Companies or any Third Party Intellectual Property (including the Intellectual Property expressly excluded from the Process Control Domain), other than the Data contemplated by Intellectual Property included in the Process Control Domain or as expressly and non-exclusively licensed to Buyer pursuant to the Shell Refinery Process License Agreement or the Shell Software License Agreement; (iv) All Multi-Site Framework Contracts and any other contract, agreement, commitment, lease or other Obligation or arrangement (whether written or oral), including those described in Schedule 2.02(a)(iv), and any Contracts not assigned to Buyer pursuant to Section 2.01(f8.02 (collectively, the “Excluded Contracts”); (v) General books and all Excluded records that comprise a Seller Company’s permanent accounting or Tax records to the extent excluded from the Refinery Books and Records; (cvi) all Contracts of insurance or indemnityActions, subject to Section 10.01; (d) all proceedsdeposits, income or revenues attributable to the Assetsprepayments, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causesrefunds, causes of action, remedies, rights of recovery defenses, rights of set-offsetoff, counterclaims or rights of recoupment, and rights to payment or to enforce payment and credits recoupment of any Seller except kind or nature (including any such item relating to Taxes), in each case to the extent related attributable to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded the Retained Liabilities; (pvii) all PermitsWithout duplication of clause (vi), except for those Permits contemplated by Section 2.01(d)any Claim, right or interest in or to any refund, rebate, abatement or other recovery of Taxes to the extent that such Taxes are allocated to Seller pursuant to ARTICLE XV or to the extent that such Taxes are part of the Retained Liabilities; (qviii) except All of the Seller Companies’ rights to causes of action, lawsuits, Judgments, Claims and demands of any nature, for Losses suffered by any Seller Company during such Seller Company’s ownership, operation or use of the VehiclesAssets, all trucks, trailers, vehicles and other rolling stockfor any Retained Liabilities; (rix) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any All Permits of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 Seller Companies that are not assignable assigned to or otherwise transferable to Buyer pursuant to this Agreement after giving effect to Section 2.01(h) or Section 8.02 (the Sale Order; (w“Excluded Permits”) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assetsare listed on Schedule 2.02(a)(ix); (x) Except as may be included in the Process Control Domain or set forth in Section 8.12, ARTICLE IX or as expressly and non-exclusively licensed to Buyer pursuant to the Shell Software License Agreement, Seller’s Software, the Third Party Software, IT Systems, IT Equipment, the Non-Group IT Equipment, and any property or obligation that has been escheated or been reportable as unclaimed property and all related Contracts, subscriptions and licenses, including relating to any state or municipality under any applicable escheatment or unclaimed property lawsIT maintenance, support, and services; (yxi) excluding all assets listed on Annex CThe financial responsibility for Environmental Fuel Credits relating to the Refinery or the Operations (including the operations of any Affiliate of Seller, all assets described as a fuel supplier, “mobile source” obligation or otherwise, whether or not relating to the Refinery) accruing prior to the Effective Time, regardless of whether the reporting and compliance obligations are required by Applicable Law to be performed by Buyer from and after the Effective Time; (xii) Any claim, right or interest in or to any Shell Trademarks; (xiii) Pipelines and associated facilities identified on Schedule 2.02(y2.02(a)(xiii) (the “Excluded Pipelines”) up to the inlet flange of the Refinery; (xiv) All properties and assets of Seller or Seller’s Affiliates and all other assets of Sellers related primarily to the businesses of Seller or held for use primarily in connection with Seller’s Affiliates that operate independent of the business of Sellers other than Assets and the BusinessOperations which include, but are not limited to: Retail Marketing; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.Trading and Supply; Chemicals;

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as The Purchased Assets in Section 2.01, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement include the --------------- following (such assets as described herein below, the “"Excluded Assets”"): (a) all cash and All cash, cash equivalents or similar type investments of Sellersany of the Companies, such as certificates of deposit, Treasury bills and other marketable securities on hand and/or in banks, and unearned insurance premiums and security deposits, excluding, however, Insurance Proceeds to the extent such Insurance Proceeds have not been utilized prior to Closing in the manner contemplated in Section 1.1(a)(vii) hereof; (b) all corporate and financial records All accounts receivable in respect of Sellers (air time broadcast on any of the Stations prior to the Closing Date, other than any of the Data contemplated by Section 2.01(fforegoing in the nature of barter or trade receivables entitling any of the Companies to goods or services, or to air time for the broadcast of advertising promoting any of the Stations ("Barter Receivables"), and other than those in favor of Buyer under the Time Brokerage Agreement (as hereinafter defined) (the "TBA Receivables") (such accounts receivable other than Barter Receivables and TBA Receivables being herein called "Receivables"), and all Excluded Records;other accounts and other amounts receivables of any of the Companies. (c) all Contracts All supplies and items of insurance tangible property consumed or indemnity, subject to Section 10.01disposed of in the ordinary course of business between the date of this Agreement and the Closing Date; (d) all proceedsAll personal effects belonging to personnel of any of the Stations; (e) All financial and tax reports, income or revenues attributable ledgers and books and records, Tax returns, work sheets related to any of the foregoing, organizational documents, and books and records pertaining to the Assetsorganization, other than proceeds received on account existence and/or capitalization of any of the Acquired Accounts ReceivableCompanies; (f) any and all policies of insurance, including, without limitation, any and all rights thereunder; (g) all rights of any of the Companies to enforce (i) the obligations of Buyer to pay, perform or discharge the Assumed Liabilities, and (ii) all other obligations of Buyer under or in connection with, as well as all other rights of any of the Companies, under or in connection with, this Agreement, the Time Brokerage Agreement and/or the Liabilities Undertaking (as hereinafter defined) and/or any of the other Buyer Documents (as hereinafter defined); (h) all rights to claims for refunds of Taxes; (i) any and all rights necessary to defend against any and all debts, liabilities and obligations retained by any of the Companies, including, but not limited to, rights of setoff which any of the Companies may have with respect to any period of time such debts, liabilities and obligations; (j) any and all claims or causes of action against third parties which may have accrued in favor of any of the Companies prior to the Closing Date or which may have arisen or may arise out of any one or more events, conditions or circumstances prior to the Closing Date; (ek) all rights, claims, demands and causes of action of Sellers under this Agreement; Excluded Contracts (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Codehereinafter defined), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other any assets listed on Schedule 2.02(l)of any compensation or benefit plan or arrangement of any of the Companies in effect as of the Closing Date; (m) all assets, properties, business and rights of any executory contracts of the Companies pertaining or unexpired leases that are not Desired 365 Contractsrelating to any of the radio broadcast stations, or to any of the other television broadcast stations (other than the Stations), owned, operated or managed by any of the Companies; (n) all Existing Letters shares of Credit capital stock, partner interests and cash deposits member interests, and proceeds all other equity interests and securities, of such Existing Letters or in any of Credit;the Companies or any of the subsidiaries thereof; and (o) all equipment the names Wicks, Wicks Broadcast Group, WBG, Wicks Group and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers variations thereof, and all goodwill related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreementthereto.

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Assets Notwithstanding anything to the contrary contained in Section 2.012.01 or elsewhere in this Agreement, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein belowcollectively, the “Excluded Assets”):): shall not be part of the sale and purchase contemplated hereunder and are excluded from the Purchased Assets, and shall remain the property of Seller or its Affiliates after the Closing: (a) all cash and cash equivalents of SellersSeller and any of its Affiliates; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded RecordsAccounts Receivable; (c) all Contracts of insurance or indemnity, subject to Section 10.01other than the Transferred Contracts; (d) all proceeds, income Governmental Authorizations of Seller or revenues attributable to the Assets, any of its Affiliates other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing DateTransferred Governmental Authorizations; (e) all rights, claims, demands and causes intellectual property of action Seller or any of Sellers under this Agreementits Affiliates other than the Transferred Intellectual Property; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of following: (A) any Seller except records to the extent related to any Excluded Asset or Retained Liability, (B) any original tax records to the extent related to Taxes that constitute Retained Taxes (provided, however, that such Tax records shall be provided to Purchaser upon Purchaser’s reasonable request), (C) any records of Seller or its Affiliates other than the Transferred Books and Records, (D) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege and (E) any documents that were received from Third Parties in connection with their proposed acquisition of the Purchased Assets with respect to any period of time on or after the Closing Date that were prepared by Seller or any Assumed Liabilityof its Affiliates in connection therewith; (g) all rights and claims of Seller or any refund of costs its Affiliates to the extent relating to any Excluded Asset or expenses borne by Sellers any Retained Liability, including any such items arising under insurance policies and not by Buyerall guarantees, warranties, indemnities and similar rights in favor of Seller and its Affiliates in respect of any Excluded Asset or any Retained Liability; (h) any Tax credits, refunds refund or abatements or other Tax assets or Tax benefits credit of Sellers (other than those allocated Taxes to Buyer under Section 7.06)the extent attributable to any Retained Taxes; (i) any prepayments or good faith or all rights of Seller and its Affiliates under this Agreement and the other deposits submitted by any Third Party under the terms of the Bid Procedures Orderagreements and instruments executed and delivered in connection with this Agreement; (j) all land, buildings, improvements and fixtures thereon owned or leased by Seller or any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights;its Affiliates; and (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts tangible personal property and other fixed assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) and interests therein, including all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computersfurnishings, software furniture and hardware; (s) except for the Transferred Intellectual Propertyfixtures, all Intellectual Property owned or leased by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers Seller or any of their Affiliates with respect its Affiliates, including the tangible personal property and other fixed assets and interests therein, and any warranty rights applicable to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all such tangible personal property, fixed assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreementequipment.

Excluded Assets. Any assets Notwithstanding the foregoing or anything to the contrary contained herein, the following are expressly excluded from the definition of Sellers that are not described on otherwise identified as Assets in Section 2.01under this Agreement: (i) all tangible and intangible personal property owned or leased by tenants, together with concessionaires, or licensees at the Real Property, guests at the Real Property, or employees of Aimbridge Hospitality (“Manager”) or its Affiliates, and vehicles owned by Jamaica Tours, all of which items and vehicles are listed on Schedule 2.02(b)(i), (ii) the following assetsinsurance policies relating to the Business, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein below, the “Excluded Assets”): (a) all cash and cash equivalents of Sellers; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)rights of Playa provided in clause (12) above, (iii) any management services, franchise, licensing, branding or any other contracts between the Sagicor Parties and all Excluded Records; the Manager or any Affiliate of Manager or Hilton (c) all Contracts of insurance or indemnity, subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as hereinafter defined in section 101 Section 5.13) or any Affiliate of the Bankruptcy Code)Hilton, causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except in each case to the extent related to the ownership, operation or management of the Business, all of which shall be terminated by the Sagicor Parties on or prior to the Closing, (iv) any refunds of real estate taxes attributable to the period prior to the Cut-Off Time (as hereinafter defined) as determined in accordance with Section 2.03 hereof, (v) refunds, rebates, or other claims, or any interest thereon, for periods or events occurring prior to the Cut-off Time, (vi) any property owned by Manager or any of its Affiliates as more particularly described on Schedule 2.02(b)(vi), (vii) any property bearing the trademarks, tradenames, service marks, copyrights or domain names of Manager, Hilton or any of their respective Affiliates, (viii) deposits with utility companies, vendors, or other third parties to the extent the applicable Contract is not being assumed by Playa hereunder, and if the Contract is being assumed then the deposit shall be included in the term Assets with but the Sagicor Parties will receive a credit therefor in the amount of such deposit that is confirmed by the utility company, vendor or other third party to be available to Playa after Closing in writing, (ix) any return premium, refund or rebate on insurance premiums in respect of insurances effected upon or in relation to the Property or the Business relating to any period of time after Closing, (x) loan receivables due from employees or contractors, and (xi) monies on or after the Closing Date or deposit in any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax creditshotel operating accounts, refunds or abatements reserve accounts, or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms accounts of the Bid Procedures Order; Sagicor Parties or Manager (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related of monies subject to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise proration in accordance with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement2.04).

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all of the The following assets, shall properties, and rights (the "EXCLUDED ASSETS") are not constitute included in the Acquired Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein below, the “Excluded Assets”):retained by Sellers: (a) subject to SECTION 1.01(n), SECTION 1.01(o), and SECTION 1.01(p) and the last sentence of SECTION 1.01, all cash, cash equivalents, accounts receivable and cash equivalents securities of Sellersany type or nature owned by the Sellers or any of their Affiliates and any rights of Sellers or any of their Affiliates under any credit agreement, letter of credit agreement or similar financial accomodation; (b) all corporate and financial records membership interests of Sellers (other than the Data contemplated by Section 2.01(f)) Company in the Company Subsidiaries and all Excluded Recordsintercompany receivables owed by any Seller to any other Seller or any Affiliate thereof; (c) all Contracts except as otherwise provided in SECTION 1.01(m), any claims, rights or causes of insurance or indemnityaction arising under sections 542, subject to Section 10.01544, 545, 547, 548, 549, 550 and 553 of the Bankruptcy Code; (d) all proceedsSellers' rights under this Agreement, income or revenues attributable any Transaction Agreements and any other agreements between Purchaser and Sellers relating to the Assetstransactions contemplated hereby, and any other than proceeds received on account rights, claims or causes of action (if any) of Sellers against Purchaser or any of its Affiliates ; (e) any claims (if any) against current or former directors, trustees, officers or other employees of, or agents, accountants or other advisors of or to, Sellers; (f) minute books, articles or certificates of incorporation, by-laws, limited liability company certificates or articles of formation, limited liability company operating agreements, all amendments thereto, stock and membership ledgers and stock certificates of Sellers; (g) Tax Refunds in respect of the Acquired Accounts Receivable, with respect Business that relate to any period period, or portion of time any period, ending on or prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (intellectual property other than those allocated to Buyer under Section 7.06the intellectual property described in SECTION 1.01(q); (i) any prepayments rights or good faith or other deposits submitted by any Third Party under the terms claims of the Bid Procedures OrderSellers relating to any assets other than Acquired Assets; (j) any assets excluded pursuant to the election contemplated by the penultimate sentence of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rightsSECTION 1.05(b); (k) the name “Basic Energy” and all variations and derivations thereof and items referred to in the parenthetical contained in SECTION 1.01(b); and (l) any Trademarks containing rights, claims, demands or causes of action, at law or in equity, or any remedies therefor, of any of the Sellers against Purchaser or Guarantor, or against any lender, creditor, issuer of any letter of credit, participating bank in any letter of credit, secured party under any security agreement or similar agreement, bondholder, trustee under any indenture relating to any bond, or against any Affiliate or any officer, director, employee, agent, representative or advisor of any of the foregoing; (l) all Contracts and , or against any other assets listed on Schedule 2.02(l); (m) Person who acted or acts in concert with any executory contracts of them, in respect of any act or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data omission in relation to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts Sellers, whether or otherwise not any of the foregoing Persons held such status before, during or after the time of any act or omission in relation to any of the Sellers, or whether or not such right, claim, demand, or cause of action arose before or after the date hereof, or was or is asserted before or after the date hereof, including any right, claim, demand or cause of action with respect to (i) a continuation of such activity after the date hereof and any period prior damages sustained therefrom before or after the date hereof, and any books, records, files or papers relating to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.foregoing..

Excluded Assets. Any assets of Sellers that are The Assets shall not described on otherwise identified as Assets in Section 2.01, together with all of include the following specifically enumerated assets, shall not constitute Assets rights and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement interests (such assets as described herein below, the “Excluded Assets”): (a) all cash and cash equivalents of Sellers; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Records; (c) all Contracts of insurance or indemnity2.2.1 Claims, subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causesdemands, causes of action, remedieschoses in action, defensesrights of recovery, rights of set-off, rights of recoupment, to refunds and similar rights to payment or to enforce payment and credits in favor of any Seller except or any Affiliate of any Seller of any kind to the extent related Relating to (a) the Excluded Assets or the Excluded Liabilities or identified on Schedule 2.2.1 or (b) the ownership of the Assets, or operation of the Business, prior to the Closing Date (other than any damage to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period repaired prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer unless pursuant to this Agreement after giving effect Section 5.9 the Sellers have agreed to repair such damage at the Sale Order; (w) all engagements Sellers’ cost or the Purchase Price is reduced on account of such damage). Any claims, demands, causes of action, choses in action, rights of recovery, rights of set-off, rights to refund and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege rights in favor of any Seller or any Affiliate of any Seller of any kind against any Seller or any Affiliate of any Seller. 2.2.2 Subject to the license referred to in Section 2.1.16, the rights of the Sellers and their Affiliates to the names “El Paso” or “Coastal,” or any related or similar trade names, trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof. Notwithstanding anything contained herein to the contrary, this Agreement shall not affect any rights the Buyer (and/or its Affiliates) may have under any other written Contract to the name “Coastal” or any related or similar trade names, trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof. 2.2.3 Any and all personnel and employment records of or related to the Retained Employees, whether or not maintained at the Facilities. 2.2.4 All cash on hand and cash equivalents, including bank accounts, money market funds and temporary cash investments. 2.2.5 All of the Sellers’ and any of their Affiliates respective Affiliate’s 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 Business activities occurring in connection with respect and attributable to the ownership or operation of the Assets; (x) Assets or the Business prior to the Closing and the security arrangements, if any, related thereto, including any property or obligation that has been escheated or been reportable as unclaimed property rights with respect to any state Third Party collection procedures or municipality any other actions or proceedings in connection therewith. 2.2.6 Any and all of the Sellers’ and their respective Affiliate’s rights arising under any applicable escheatment outstanding receivable or unclaimed property laws;payable between any Seller, on the one hand, and any Affiliate of a Seller, on the other hand. (y) excluding all assets listed on Annex C, all assets described 2.2.7 Those Contracts or Licenses Related to the Assets identified on Schedule 2.02(y2.2.7; provided, however, that between the date hereof and the Closing Date, the Buyer and the Sellers, in each of their sole discretion, may agree that certain Contracts and/or Licenses be removed from Part I of Schedule 2.2.7 (and added to Schedule 2.1.7 or 2.1.8, as appropriate); provided further, that between (i) the date hereof and all other assets (ii) the later of the Closing Date and the date that is one (1) Business Day after the Sellers related primarily have complied with their obligation under the last sentence of this Section 2.2.7, the Buyer, in its sole discretion, may elect that certain Contracts be removed from Part II of Schedule 2.2.7 and be added to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this AgreementSchedule 2.1.

Excluded Assets. Any assets Notwithstanding anything to the contrary in this Agreement, Sellers shall not, nor shall Sellers cause any of Sellers that are not described on their Affiliates to, sell, transfer or assign, and Buyers and Buyers’ Affiliates shall not, nor shall Buyers or Buyers’ Affiliates have any right to, purchase or otherwise identified as Assets acquire, any right, title or interest in Section 2.01, together with all any of the following assets, shall not constitute Assets and shall not be soldproperties, assigned rights or conveyed interests of the Sellers or any of the Sellers’ Affiliates related to Buyer pursuant to this Agreement the Business (such assets as described herein below, the “Excluded Assets”): (a) all cash rights of Sellers and cash equivalents Sellers’ Affiliates arising under this Agreement, the Ancillary Agreements or from the consummation of Sellersthe Transactions; (b) all corporate and financial records any Accounts Receivable to the extent not included in the calculation of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded RecordsNet Assets; (c) all Contracts Cash, including Cash on hand and Cash in transit (except to the extent owned by the Acquired Entities or included in the calculation of insurance or indemnity, subject to Section 10.01Closing Net Business Debt); (d) all proceedsbooks (including corporate minute books), income documents, records (including stock records), files and Tax Returns of Sellers or revenues attributable Sellers’ Affiliates as may exist on the Closing Date which: (i) were prepared in connection with or relating to the Transactions, including bids received from other Persons and analyses relating to the Acquired Assets, other than proceeds received on account of the Acquired Accounts ReceivableAssumed Liabilities or the Business; or (ii) are maintained by Sellers, their Affiliates and/or their Representatives, agents or licensees in connection with respect to any period of time prior to the Closing Date; their respective Tax, legal, regulatory or reporting requirements (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period Business, in which case, Buyer Parent shall receive a copy of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06such); (ie) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor kind of Sellers or any of their Affiliates with respect to which is not specifically included in Sections 2.1, 2.1A and 2.1B, including the ownership or operation of Olympus Brands and the AssetsAncillary Intellectual Property; (xf) rights to refunds of Taxes paid by or on behalf of a Seller or any property of their Affiliates (but not paid by Buyers or obligation that has been escheated any of their Affiliates or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property lawsAcquired Entity) for Pre-Closing Tax Periods; (yg) excluding all assets listed on Annex Cinsurance policies and Claims thereunder, all assets described on Schedule 2.02(yexcept to the extent owned by the Acquired Entities; (h) and all other assets the services of any employee of Sellers related primarily to or held for use primarily in connection with the business any of Sellers their Affiliates other than Diagnostics Employees, except as provided in the BusinessTransition Services Agreement; and (zi) any assets or properties the Olympus Benefit Plans and their assets, except as otherwise expressly identified as Excluded Assets under this Agreementprovided in Section 8.6.

Excluded Assets. Any assets of Sellers that are not described on Notwithstanding anything to the contrary set forth in this Agreement, the Seller shall have no obligation to sell, convey, transfer, assign or otherwise identified as Assets in Section 2.01, together with all of deliver unto the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer Acquiror pursuant to this Agreement Agreement, and the Acquiror shall have no obligation to purchase or otherwise accept from the Seller pursuant to this Agreement, any of the right, title or interest of the Seller in or to any of the assets of the Seller other than the Purchased Assets (such assets as described herein belowcollectively, the “Excluded Assets”):). Without limiting the generality of the foregoing, the Excluded Assets shall expressly include (and, therefore, the Purchased Assets shall specifically exclude) the following: (a) all cash and cash equivalents of Sellersthe Corporate Name; (b) all corporate human resource and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) employee related files and all Excluded Recordsrecords; (c) all Contracts of insurance or indemnityBooks and Records, subject to Section 10.01other than the Evamist Books and Records; (d) all proceedssubject to Section 8.11, income any insurance policies of Seller or revenues attributable to the Assets, other than its Subsidiaries or rights thereunder or proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Datethereof; (e) all rights, claims, demands and causes of action of Sellers under this Agreementthe Evamist FDA Submissions (subject to Section 8.5); (f) the Seller Multi-Application Technology; (g) the right to a refund requested from the FDA for any or all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code)Evamist NDA filing fee; (h) all right, causestitle and interest of the Seller in and to any real property, whether owned or leased by the Seller; (i) all cash, cash equivalents, marketable securities and similar cash items of the Seller, whether or not arising from the Evamist Business; (j) all refunds and rights to refunds related to Taxes; and (k) all claims, actions, deposits, prepayments, refunds, causes of action, remedies, defensesrights of recovery, rights of set-off, set off and rights of recoupment, and rights to payment or to enforce payment and credits recoupment of any Seller except kind or nature (including any such item relating to the extent related Taxes) relating to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Any assets Notwithstanding the provisions of Sellers Section 2.1, but subject to the license granted in Section 6.7, in no event shall the Seller be deemed to sell, transfer, assign, convey, or deliver, and the Seller shall retain all right, title, and interest to, in and under all assets, properties, interests, and rights of the Seller, that are not described on otherwise identified as Transferred Assets in Section 2.01, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein below, the “Excluded Assets,”):) including, without limitation: (a) all cash and cash equivalents equivalents, bank accounts and securities of Sellersthe Seller; (b) all corporate and financial records of Sellers (other than Contracts that are not Transferred Contracts, including the Data contemplated by Section 2.01(f)) and all Excluded Records;Shared Contracts; ACTIVE/123404471.12 (c) all Contracts of insurance or indemnity, subject to Section 10.01Real Property Leases; (d) all proceeds, income or revenues attributable consideration to be delivered to the AssetsSeller pursuant to, other than proceeds received on account and all rights of the Acquired Accounts ReceivableSeller and its Affiliates under, with respect this Agreement and the Transaction Documents to any period of time prior to the Closing Datewhich such Person is a party; (e) all rightsrights of the Seller or any of its Affiliates to file for or receive any refunds or credits for Taxes levied and imposed upon, claimsor in connection with, demands and causes the Transferred Assets or the conduct or operation of action the Cystinosis Business allocable to any Pre-Closing Tax Period or to the portion of Sellers under this Agreementthe Straddle Period ending on the Closing Date pursuant to Section 6.3; (f) the Seller Benefit Plans and all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent assets related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liabilitythereto; (g) any refund except as set forth in clause (q) of costs or expenses borne by Sellers the definition of Transferred Assets, all insurance policies of the Seller and not by Buyerall rights to applicable claims and proceeds thereunder; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data except to the extent primarily related to Excluded the Transferred Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the VehiclesCystinosis Business, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related rights to any Assumed Liabilitiesaction, all audit rights suit or claim of any nature available to or being pursued by the Seller, whether arising under any by way of counterclaim or otherwise; the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Dateassets, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisorsif any, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described expressly set forth on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business5; and (zi) any assets or properties otherwise expressly identified as Excluded Assets the Seller’s and its Affiliates’ right, title and interests in and to and under this Agreementthe Shared Contracts.

Excluded Assets. Any assets of Sellers that are not Notwithstanding anything to the contrary in this Agreement, the Property shall be limited to the items identified or described on otherwise identified as Assets in Section 2.01, together with 1.1 above and shall in any event exclude all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein belowcollectively, the “Excluded Assets”): ): (ai) those items excluded pursuant to the provisions of Section 1.1 above; (ii) all cash or cash equivalents; (iii) Sellers’ rights under this Agreement and all cash equivalents and non-cash consideration payable or deliverable to the Sellers pursuant to the terms and provisions hereof; (iv) insurance proceeds, claims and causes of Sellers; action with respect to or arising in connection with (bA) any Contract which is not assigned to Buyer at the Closing, or (B) any item of tangible or intangible property not acquired by Buyer at the Closing; (v) any fee, license, leasehold or other interests in any real property held or occupied by any Seller, (vi) all corporate securities, whether capital stock or debt, and financial records equity of Sellers any Seller or any other entity; (other than the Data contemplated by Section 2.01(f)) and all Excluded Records; (cvii) all Contracts rights and claims in or to any refunds or credits of insurance or indemnity, subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any taxes, assessments or similar charges paid by or on behalf of any Seller, in each case to the extent applicable to any period of time prior to the Closing Date; Closing; (eviii) tax records, minute books, stock transfer books and corporate seals of any Seller; (ix) any letters of credit or similar financial accommodations issued to any third party(ies) for the account of any Seller; (x) all rightsdeposits, claimssecurity and collateral associated with the Property, demands and causes of action of Sellers under this Agreement; including cash deposits, Seller L/Cs (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, Section 2.5 below) and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; collateral therefor; (gxi) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ all rights, claims and causes of action of any Seller against former officers, directors, employees, members, principals, agents, and representatives of such Seller, (xii) all preference or avoidance claims and actions of any Seller, including, without limitation, any such claims and actions arising under Sections 544, 547, 548, 549, and 550 of the Bankruptcy Code (collectively, the “Avoidance Actions”); and any Avoidance Actions in (xiii) those assets located at the facility whose address is Avenue New York 202, Parque Industrial Park Oradel, Nuevo ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (the “Nuevo Laredo Facility”) and which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets are listed on Schedule 2.02(l)1.2 attached hereto and incorporated herein by this reference; (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Any assets It is expressly understood and agreed that, notwithstanding anything to the contrary set forth herein, all right, title and interest of Sellers that are not described on otherwise identified as Assets in Section 2.01Seller or any of its Affiliates in, together with all of to or under the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein below, the “Excluded Assets”):: (ai) any asset, right or property of Seller or any of its Affiliates that is not expressly identified in clauses (i) through (viii) of Section 1.1(a); (ii) all cash and cash equivalents or similar type investments, bank accounts, certificates of Sellersdeposit, security deposits, Treasury bills and other marketable securities, other than the security deposit with respect to the GMP Facility Lease; (biii) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) insurance policies and all Excluded Recordsrights to insurance claims, related refunds and proceeds thereunder; (civ) all Contracts of insurance or indemnity, subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Acquired Contracts; (nv) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of CreditIntellectual Property; (ovi) all equipment and original copies of Data refunds of, or credits for, Taxes relating to the extent primarily related to Excluded Assets all periods ending on or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets whether or (ii) any not arising out of the Excluded Acquired Assets; (vvii) any the sponsorship of, and all assets or properties described in Section 2.01 that are not assignable to Buyer maintained pursuant to this Agreement after giving effect to the Sale Orderor in connection with, any Employee Benefit Plans; (wviii) all engagements taxpayer and similar letters other identification numbers; (ix) all seals, minute books, stock transfer books, blank stock certificates, and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect other documents relating to the ownership or operation organization, maintenance and existence of the AssetsSeller as a legal entity; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property lawsthe books, records, laboratory books, batch records and stability studies of Seller (the “Laboratory Records”); (yxi) excluding original personnel and employment records of Target Employees; (xii) any rights whatsoever in the name “Precision Biosciences, Inc.” in any form, formulation or presentation whatsoever or any other trademark, service mark, trade dress, logo or associated goodwill therein; (xiii) all assets listed Regulatory Approvals; (xiv) all actions, claims, causes of action, rights of recovery, choses in action and rights of setoff of any kind arising before, at or after the Closing relating to the items set forth in this Section 1.1(b) or to any Excluded Assets or Excluded Liabilities (whether known or unknown, matured or unmatured, accrued or contingent); (xv) all rights of Seller or any of its Affiliates under this Agreement and the other Transaction Documents; and (xvi) the assets, rights and property set forth on Annex CSchedule 1.1(b)(xvi). Notwithstanding anything to the contrary herein, the Acquired Assets shall not include, and, at the Closing, Seller or its applicable Affiliate shall retain, all assets described on Schedule 2.02(y) of the Excluded Assets; provided, however, that Buyer shall also not be restricted under, and all other assets of Sellers related primarily to or held for use primarily shall not be in breach of, this Agreement from using, in connection with the business use and operation of Sellers other than the BusinessAcquired Assets (including, for the avoidance of doubt, the operation of the GMP Facility and the research and development of azer-cel), any knowledge, skill, and expertise previously acquired by the Continuing Employees in the course of the performance of their duties at Seller (“Residuals”) solely to the extent such Residuals shall have been retained in the unaided memory of such employees and without use of tangible copies of any confidential information of Seller; and (z) any assets or properties otherwise expressly identified provided that use of such Residuals is on an “as Excluded Assets under this Agreementis, where is” basis at Buyer’s sole risk.

Excluded Assets. Any Anything to the contrary in Section 2.1 notwithstanding, the Acquired Assets shall exclude and Buyer is not purchasing (a) the rights which accrue to Seller under this Agreement, the ▇▇▇▇▇ License Agreement, and any other agreements entered into in connection with the transactions contemplated hereby, (b) the corporate records of Seller, (c) any of Seller’s rights under any Contract or oral agreement other than the Assigned Contracts (collectively, the “Excluded Contracts”), (d) rights or licenses to any Intellectual Property owned by a third party set forth on Schedule 2.2, other than pursuant to the Assigned Contracts, (e) the capital stock of, or any membership interest, partnership interest or any similar equity interest in, any Person held by Seller, (f) Seller’s pro-rated share of any Royalty Payment made by any licensee under any Assigned Contract during a Straddle Period (the “Seller’s Straddle Period License Payments”) in accordance with Section 6.12, (g) all tangible and real property assets of Sellers Seller and the Subsidiaries, excluding all tangible embodiments of any of the Intellectual Property Assets, (h) all physical inventory of products, including products that are in production, (i) all items, assets, and contracts set forth on Schedule 2.2, (j) any (1) Tax refunds with respect to Taxes that are Excluded Liabilities, including, without limitation any Tax refunds of Seller or any of its Affiliates with respect to any tax period and (2) any income Tax Returns of Seller of any of its Affiliates, (k) any assets that are not described on otherwise identified as Assets expressly set forth in Section 2.01, together with 2.1 and (l) all claims and causes of action relating to the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement foregoing (such assets as described herein belowcollectively, the “Excluded Assets”): (a) all cash and cash equivalents of Sellers; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Records; (c) all Contracts of insurance or indemnity, subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Any assets Notwithstanding anything to the contrary contained in this Agreement or any agreement or certificate related hereto, from and after the Closing, CCI shall retain all of Sellers that are its right, title and interest in and to (and the CCR Assets shall not described on otherwise identified as Assets include any of CCI’s right, title and interest in Section 2.01, together with and to) each and all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement assets (such assets as described herein below, the “Excluded Assets”): (a) all cash and cash equivalents of Sellersthe Excluded Contracts; (b) any rights, claims and credits (including all corporate guarantees, indemnities, warranties and financial records similar rights) in favor of Sellers CCI or any of its Affiliates or any of their respective Representatives to the extent relating to (other than the Data contemplated by i) any assets set forth in this Section 2.01(f)1.2, or (ii) and all any Excluded RecordsLiability; (c) except for the Markers and for the Front Money which shall be treated as set forth in Section 8.10(e) hereof, all Contracts chips or tokens of insurance other casinos, cash, cash equivalents, bank deposits or indemnity, subject similar cash items of CCI or its Affiliates held at the Hotel as of the Closing to Section 10.01the extent not reflected in the Final Closing CCR Net Working Capital; (d) the corporate charter or other organizational documents, minute and stock books and records, corporate seals, Tax Returns (including supporting schedules) of CCI or any of its Affiliates; (e) all proceedsrefunds, income or revenues attributable to the Assetscredits, other than proceeds received on account of the Acquired Accounts Receivableclaims and entitlements, if any, with respect to Taxes of any Seller or any Affiliate of any Seller and any refunds or rebates of Taxes to which any Seller is entitled under Section 8.8(a) or Section 8.8(b) (in each case, including all refunds, credits, claims and entitlements arising from or related to any Tax appeals filed by any Seller or any Affiliate of any Seller), but excluding any refunds, credits, claims and entitlements that are allocable to Buyers under Section 8.8(a) or Section 8.8(b); (f) all Unclaimed Property, the dormancy period of time which has elapsed on or prior to the Closing Date; (eg) all rightshuman resources and other employee-related files and records, claims, demands other than such files and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Coderecords transferred pursuant to Section 1.1(f), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06)the Excluded Personal Property; (i) any prepayments or good faith indebtedness, accounts payable, or other deposits submitted obligations owed to CCI by any Third Party under the terms an Affiliate of the Bid Procedures OrderCCI; (j) any the Players Club (without limitation of Sellers’ rights, claims and causes of action under the Bankruptcy Code Section 8.10(b)) and any Avoidance Actions in which Sellers have other customer or will have rightsplayer loyalty or rewards program of CCI or its Affiliates, and any customer list of CCI or its Affiliates other than the Customer List; (k) all data, files and other materials located on any storage device (including personal computers and servers) located at the name “Basic Energy” Real Property (other than the books and all variations and derivations thereof and any Trademarks containing any of the foregoingrecords described in Section 1.1(f) hereof); (l) all Contracts and other any assets listed set forth on Schedule 2.02(l)Section 1.2(l) of the Seller Disclosure Letter; (m) any executory contracts or unexpired leases that are not Desired 365 Contractsall assets associated with Excluded Employee Liabilities; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Creditthe Seller Insurance Policies (except as provided in Section 8.14); (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities;Marks; and (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets and properties of Sellers related primarily to CCI or its Affiliates not used or held for use primarily in connection with the business Business, including, for the avoidance of Sellers other than the Business; and (z) any doubt, CCLV and all assets or properties otherwise expressly identified as Excluded Assets under this Agreementrelated thereto.

Excluded Assets. Any assets of Sellers that are The Acquired Assets shall not described on otherwise identified as Assets include any asset, right or interest other than those set forth in Section 2.012.1(a), together with all of and the Parties acknowledge and agree that Sellers and their Affiliates shall retain the following assets, shall not constitute Assets rights and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement interests (such assets as described herein belowcollectively, the “"Excluded Assets”"): (ai) all assets used in connection with Sellers' corporate functions (including the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books), whether or not used for the benefit of the Business; (ii) subject to Section 2.1(a)(viii), all cash and cash equivalents and all rights in any bank accounts of Sellersany Seller or any of its Affiliates; (biii) other than the Prepaid Expenses and the Commissions Receivables, all corporate current assets, billed and financial records unbilled accounts and accounts and notes receivable, prepaid insurance premiums and all insurance policies of Sellers any Seller or any of its Affiliates; (iv) any Parent Benefits Plans (other than the Data contemplated by Section 2.01(fAssumed Employment Agreements or Assumed Consulting Agreement)) and all Excluded Records; (c) all Contracts of insurance or indemnity, subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) all accounting records, Tax records, Tax Returns and Tax work papers of any assets Seller or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Orderany of its Affiliates; (wvi) subject to the license granted pursuant to Section 6.11, the Shared Patents and the Shared Intellectual Property; (vii) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive Retained Claims; (viii) all Permits; (ix) all rights of any attorney-client or similar privilege in favor of Sellers Seller or any of their its Affiliates with respect to (other than the ownership Acquired Subsidiaries) under this Agreement or operation of the Assets;any Related Agreement; and (x) any property loans of Seller or obligation that has been escheated or been reportable as unclaimed property its Affiliates to any state or municipality under any applicable escheatment or unclaimed property laws; (yBusiness Employees, including those set forth on Section 2.1(b)(x) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this AgreementSeller Disclosure Letter.

Excluded Assets. Any assets of Sellers that are Notwithstanding anything to the contrary set forth herein, the Assets shall not described on otherwise identified as Assets in Section 2.01, together with all of include the following assets, shall not constitute Assets properties and shall not be sold, assigned rights of Seller or conveyed to Buyer pursuant to this Agreement Shareholder (such assets as described herein belowcollectively, the “Excluded Assets”): (a) ownership and other rights, trusts and assets with respect to Seller Benefit Plans, and all cash employee-related or employee-benefit related files and cash equivalents of Sellersrecords; (b) all the articles of incorporation and bylaws, minute books, stock ledgers and stock records, and other records relating to the corporate organization or existence, and financial records Tax Returns of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded RecordsSeller; (c) all the Contracts of insurance or indemnity, subject to Section 10.01set forth on Schedule 2.4(c)(i); (d) all proceeds, income or revenues attributable rights that accrue to Seller under this Agreement and any other agreement entered into in connection with the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Datetransactions contemplated hereby; (e) all rightsTax Returns, claimsTax-identification numbers, demands Tax assets and causes related books and records, and rights to refunds, credits, benefits, and prepayments of action Taxes paid by Seller, whether paid directly by Seller or Shareholder, or indirectly by a third party on Seller’s behalf, regardless of Sellers under this Agreementwhether such rights have arisen or hereafter arise; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedieslawsuits, defensesjudgments, rights claims and demands of set-offSeller, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related nature, against third parties relating to the Assets with respect or the Business, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, arising by way of counterclaim related to any period of time on or after the Closing Date or any Assumed claim asserted by a third party that is an Excluded Liability; (g) any refund all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights, including third party warranties and guarantees and all related claims, credits rights of costs recovery and set-off as to third parties which are held by or expenses borne by Sellers and not by Buyerin favor of Seller to the extent required to assert a counterclaim described in Section 2.3(f); (h) except as expressly provided for in Section 2.1(l), all insurance policies (and any Tax creditscash or surrender value thereon) and any coverage, refunds rights, claims, refunds, rebates, awards and proceeds received under or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06)in connection with such insurance policies; (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Orderreal property leases listed on Schedule 2.3(i); (j) any of Sellers’ rightsall intercompany payables and receivables between or among Shareholder, claims Seller and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rightstheir Affiliates; (k) any Receivables that have been written off by Seller and are being collected by a third-party collection agency and the name “Basic Energy” proceeds thereof, related claims and all variations and derivations thereof and any Trademarks containing any of the foregoingsecurity therefor; (l) all Contracts the Seller Transition Services Intellectual Property and other assets listed on Schedule 2.02(l)Software; (m) any executory contracts or unexpired leases that are not Desired 365 Contractspre-paid expenses with respect to employment-related costs (e.g., salary and wages) and expenses, including Taxes; (n) all Existing Letters Licenses of Credit and cash deposits and proceeds of such Existing Letters of CreditSeller that require third-party consent for assignment; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities;those assets listed on Schedule 2.3(o); and (p) all Permitsother assets, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles properties and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms rights of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 Shareholder that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Shareholder Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Assets Notwithstanding anything to the contrary contained in Section 2.011.1, together with all of the Assets shall exclude, without limitation, the following assets, shall not constitute Assets properties and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement rights of Seller (such assets as described herein belowcollectively, the “Excluded Assets”):), all of which Excluded Assets shall be retained by Seller: (a) all cash any cash, bank deposits and cash equivalents of Sellers(excluding, in each case, Security Deposits); (b) all corporate any assets, rights, claims, and financial records interests expressly excluded pursuant to the provisions of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Records1.1 above; (c) all Contracts leases, subleases, licenses or other agreements under which any Seller uses or occupies or has the right to use or occupy, now or in the future, any real property which is not the subject of insurance or indemnity, subject to Section 10.01an Assumed Lease; (d) all proceeds, income or revenues attributable fixed assets and Books and Records to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior extent specifically identifiable to the Closing Dateownership, business or conduct of any Excluded Asset or any real property which is not the subject of an Assumed Lease; (e) any capital stock or membership interests in other Persons held by Seller; (f) all Contracts (including Real Property Leases) other than those listed on Schedule 1.1(a) or 1.1(b) (subject to the provisions of Section 1.8) or included in the Intellectual Property Assets; (g) Seller’s rights under this Agreement and all cash and non-cash consideration payable or deliverable to Seller pursuant to the terms and provisions hereof; (h) other than Security Deposits, any letters of credit or similar financial accommodations issued to any third party(ies) for the account of Seller and all collateral or security of any kind posted with or held by any such third party in connection therewith; (i) all deposits and prepaid amounts of Seller held by or paid to third parties in connection with any Excluded Asset (including, without limitation, any deposits made by Seller with a utility pursuant to Section 366 of the Bankruptcy Code); (j) any real property or tangible or intangible personal property held by Seller pursuant to a lease, license or other Contract to the extent that the associated lease, license or other Contract is not among the Assets; (k) all rights, claims, demands credits and rebates of or with respect to (i) income Taxes that were paid or will be paid (whether prior to or after the Closing), and (ii) any taxes, assessments or similar charges paid by or on behalf of any Seller to the extent applicable to any period prior to the Closing; (l) all assets of Seller’s Benefit Plans; (m) insurance proceeds, claims and causes of action with respect to or arising in connection with (A) any Contract which is not an Assumed Contract, (B) any item of Sellers under this Agreementtangible or intangible property that is not an Asset or (C) Seller’s directors and officers liability insurance policies and any “tail” policies Seller may obtain with respect to such policies; (fn) all rightsany Real Property Lease or other Contract which is not assumable and assignable as a matter of applicable law (including, claims (including without limitation, any claim as defined with respect to which any consent requirement in section 101 favor of the counter-party thereto may not be overridden pursuant to Section 365 of the Bankruptcy Code); (o) all securities, causeswhether capital stock or debt, causes of actionSeller; (p) tax records, remediesminute books, defensesstock transfer books and corporate seals of Seller, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related relating to the Assets or Assumed Liabilities; (q) any intercompany claims, obligations, and receivables between or among Seller and any Affiliate of Seller; (r) except to the extent such is an Asset or relates to the Assets or Assumed Liabilities, any writing or other item (including, without limitation, email correspondence) that (A) if transferred would violate any Person’s privacy rights or (B) are subject to any attorney-client, work product or similar privilege with respect to any period work performed in anticipation of time on or after in connection with the Closing Date preparation or any Assumed Liabilityadministration of the Bankruptcy Case; (gs) other than the Included Avoidance Actions, all of the rights and claims of Seller for preference or avoidance actions available to the Seller under the Bankruptcy Code, of whatever kind or nature, including, without limitation, those set forth in Sections 544 through 551 and any refund other applicable provisions of costs the Bankruptcy Code, and any related claims and actions arising under such sections by operation of law or expenses borne by Sellers otherwise, including any and not by Buyerall proceeds of the foregoing; (ht) except to the extent such are Included Avoidance Actions or arise under any Tax creditsContracts that are Assets, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ all rights, claims and causes of action under the Bankruptcy Code of Seller against officers, directors, members, principals, agents, and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds representatives of such Existing Letters of Credit; Seller (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets whether current or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(dformer); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets;Non-Pharma Receivables; and (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all those other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under Seller, if any, listed on Schedule 1.2 attached hereto and incorporated herein by this Agreementreference.

Excluded Assets. Any assets of Sellers Buyer expressly understands and agrees that are it is not described on otherwise identified as purchasing or acquiring, and neither Seller is selling or assigning, and the Purchased Assets in Section 2.01, together with all do not include any of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein below, the “Excluded Assets”): (ai) all accounts and notes receivable of the Business, including accounts receivable of HEP under the Power Purchase Agreement; (ii) all cash and cash equivalents equivalents, bank accounts and securities of Sellers; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Records; (ciii) all Contracts of insurance or indemnity, subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) that are not Assigned Contracts and all rights, claims, demands and credits, causes of action or rights of set off against third parties held by Sellers under this Agreementin connection therewith; (fiv) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including other than as expressly set forth in Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets2.1(a)(iii); (v) any assets the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or properties described other records having to do with the corporate organization of either Seller or its operations (other than as expressly set forth in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order2.1(a)(ix)), correspondence, research and development and legal files, customer lists, price lists and any other books and records of either Seller; (wvi) all engagements insurance policies of such Seller and similar letters all rights to applicable claims and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no proceeds thereunder and any right to claim, own or waive any attorney-client or similar privilege in favor refund thereunder; (vii) all Tax assets (including duty and Tax refunds and prepayments) of Sellers such Seller or any of their Affiliates with respect its Affiliates); (viii) all rights to any action, suit or claim of any nature available to or being pursued by such Seller, whether arising by way of counterclaim or otherwise, other than as expressly set forth in Section 2.1(a)(xi); (ix) the ownership or operation of the Assets;assets, properties and rights specifically set forth on Schedule 2.1(b)(ix); and (x) any property the rights which accrue or obligation that has been escheated or been reportable as unclaimed property will accrue to any state or municipality each Seller under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this AgreementTransaction Documents.

Excluded Assets. Any assets The Acquired Assets shall not include, and there shall be excluded from the sale, conveyance, assignment, transfer or delivery to Purchaser hereunder, and Seller shall retain all of Sellers that are not its existing right, title and interest in and to, any assets, properties, rights or interests other than those specifically listed or described on otherwise identified as Assets in Section 2.01, together with 2.1 (all of the following such assets, shall properties, rights or interests not constitute Assets and shall not be soldso listed or described, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein belowcollectively, the “Excluded Assets”):). For the avoidance of doubt, the Excluded Assets shall include, and the Acquired Assets shall not include: (a) all of Seller’s cash (including the Cash), cash equivalents, and cash equivalents of Sellersmarketable securities; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded RecordsSeller’s bank accounts; (c) any losses, loss carryforwards and rights to receive refunds, credits and loss carryforwards with respect to any and all Contracts Taxes of insurance or indemnity, subject to Section 10.01Seller; (d) all proceeds, income or revenues attributable to the Assets, Excluded Books and Records and other documentation and information of Seller other than proceeds received on account of the Acquired Accounts Receivable, with respect rights and assets transferred pursuant to any period of time prior to the Closing DateSection 2.1; (e) all rights, claims, demands and causes of action of Sellers under this Agreementthe Excluded Fixed Assets; (f) all tangible personal property of Seller other than tangible Acquired Assets; (g) all real property of Seller; (h) all Intellectual Property of Seller; (i) any rights, claims claims, and causes of action relating to this Agreement or any Ancillary Agreements; and (including any claim as defined in section 101 of the Bankruptcy Code)j) all claims, causescounterclaims, defenses, causes of action, remedies, defensesrights of recovery, rights of set-off, rights of recoupment, subrogation and all other rights to payment or to enforce payment and credits of any Seller except kind against any Third Party, to the extent related to the Assets with respect relating to any period of time on Excluded Liabilities or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Assets Nothing herein contained shall be deemed to transfer, assign or convey to the Buyer, and the Seller shall retain all right, title and interest to, in Section 2.01, together with all of and under the following assets, shall not constitute Assets properties, interests and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement rights of the Seller (such assets as described herein belowcollectively, the “Excluded Assets”): (a) All insurance policies (including directors’ and officers’ insurance policies), except pursuant to Section 2.1(n), and all cash rights of the Seller to insurance claims, related refunds and cash equivalents of Sellersproceeds thereunder except to the extent included in Purchased Assets; (b) all corporate All security deposits and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Recordsprepaid expenses relating solely to Contracts that are not Purchased Contracts; (c) all Contracts of insurance or indemnity, subject to Section 10.01All professional fee retainers; (d) all proceeds, income All cash on hand and on deposit at financial institutions including amounts advanced under the DIP Facility; (e) The rights which accrued or revenues attributable will accrue to the Assets, other than proceeds received on account Seller under this Agreement or any agreement contemplated hereby; (f) Any Tax asset of the Acquired Accounts Receivable, with respect Seller relating to any period of time all periods ending on or prior to the Closing Date; (eg) all rights, claims, demands All personnel records and causes of action of Sellers other records that the Seller is required by law to retain in its possession or is not permitted under this Agreementlaw to provide to the Buyer; (fh) all rightsAll actions, claims (including any claim as defined in section 101 of the Bankruptcy Code), causesclaims, causes of action, remedies, defenses, rights of set-offrecovery, causes of action and rights of recoupment, and rights to payment or to enforce payment and credits setoff of any Seller except to the extent related to the Assets with respect to any period of time kind arising before, on or after the Closing Date relating solely to any Excluded Asset or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax creditsExcluded Liabilities, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06)which shall include the items described in Schedule 5.11; (i) any prepayments or good faith All shares of capital stock or other deposits submitted by equity interests in any Third Party under the terms Person, including all equity interests of the Bid Procedures OrderSeller in ACEL; (j) any of Sellers’ rightsThe Contracts set forth on Schedule 2.2(j) (provided, claims however, the Buyer may (a) remove Contracts from Schedule 2.1(a) or (b) add Contracts to Schedule 2.1(a), in each case, on or prior to the Closing), and causes of action under the Bankruptcy Code all rights (other than Post-Termination Covenants) and any Avoidance Actions in which Sellers have or will have rightsobligations thereunder; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other Any assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; a Plan (p) all Permits, except for those Permits contemplated unless required to be transferred by Section 2.01(dLaw); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Any assets of Sellers that are The Assets shall not described on otherwise identified as Assets in Section 2.01, together with all of include the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement assets (such assets as described herein below, the “"Excluded Assets”"): (a) all cash the Sellers' books and cash equivalents records that pertain to the organization, existence or capitalization of Sellersthe Sellers and duplicate copies of such records included in the Assets as are necessary to enable the Sellers to file tax returns and reports, to collect their accounts receivable, and to discharge their liabilities; (b) all corporate cash, cash equivalents or similar type investments of the Sellers, such as certificates of deposit, commercial paper, Treasury bills and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) notes, and all Excluded Recordsother marketable securities on hand and/or in banks; (c) all Contracts accounts receivable relating to or arising out of insurance or indemnity, subject the operations of the Stations prior to Section 10.01the Effective Time (the "Accounts Receivable"); (d) all proceeds, income or revenues attributable to any assets not used in connection with the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing DateStations; (e) any and all rightsclaims of the Sellers with respect to transactions or events occurring or otherwise arising prior to the Closing Date (including, claimswithout limitation, demands and causes of action of Sellers claims for tax refunds) other than claims arising under this Agreementthe Pending Purchase Agreements; (f) any and all rightspolicies of insurance, claims (including including, without limitation, any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, and all rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liabilitythereunder; (g) all rights of any refund of costs the Sellers to enforce (i) the obligations of Buyer to pay, perform or expenses borne by discharge the Assumed Liabilities and (ii) all other obligations of Buyer under or in connection with, as well as all other rights of any of the Sellers and not by Buyerunder or in connection with, this Agreement; (h) any Tax creditsand all claims or causes of action against third parties which may have accrued in favor of any of the Sellers prior to the Closing Date, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer any claim or cause of action arising under Section 7.06)the Pending Purchase Agreements; (i) any prepayments or good faith or other deposits submitted by assets of any Third Party under the terms Employee Plan (as defined in Section 7.8) of any of the Bid Procedures OrderSellers in effect as of the Closing Date (other than any assets specifically assumed by Buyer pursuant to Section 10.4(f) hereof); (j) all partner interests and member interests, and all other equity interests and securities, of or in any of the Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) any Consent-Denied Contract (as defined in Section 4.4), any Employee Plan (except to the name “Basic Energy” extent stated in clause (i) of this Section 1.3) and all variations and derivations thereof and any Trademarks containing any of the foregoing;agreements referred to in Schedule 1.3 (the "Excluded Contracts"); and (l) all Contracts the rights to the name "Broadcasting Partners" and other assets derivations of that name and the rights to the names of each of the entities listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters 1.3 and derivations of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreementnames.

Excluded Assets. Any assets of Sellers that are Notwithstanding the foregoing the Seller is not described on otherwise identified as Assets in Section 2.01selling and the Buyer is not purchasing pursuant to this Agreement, together with all and the term "Acquired Assets" shall not include, any of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement assets (such assets as described herein belowcollectively, the “"Excluded Assets”"): (a) all cash and cash equivalents of Sellersthe Seller's interest in the real property leased by the Seller described on Schedule 1.03(a); (b) all corporate other assets relating specifically to contracts which have been expressly retained and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Records;unassigned. (c) all Contracts of insurance any capital stock or indemnity, subject to Section 10.01equity interest in the Seller; (d) all proceedsforeign, income federal, state or revenues attributable to the Assetslocal Tax (as defined in Section 9.03) refunds, Tax refund claims and Tax credits, deductions or other than proceeds received on account Tax benefits of the Acquired Accounts Receivable, with respect Seller relating to any period of time periods prior to the Closing Date; (e) all rightsindemnity and contribution rights granted to the Seller or owed by third parties to the Seller with respect to Excluded Liabilities (as defined in Section 1.04) and any and all rights or assets arising from and related to the defense, claimsrelease, demands and causes compromise, discharge, administration, management or satisfaction by the Seller of action of Sellers under this Agreementthe Excluded Liabilities; (f) all of Seller's rights, claims (including any claim as defined in section 101 of the Bankruptcy Code)claims, causesactions, causes of action, remediesvendor, defensessupplier and similar claims, rights judgments and demands of set-off, rights of recoupment, and rights whatever nature relating to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed LiabilityExcluded Assets; (g) any refund all of costs Seller's deferred charges, advance payments, prepaid items, security and other deposits, claims for refunds, rights of offset, and credits of all kinds, relating specifically to the Excluded Assets or expenses borne by Sellers and not by Buyerto the Excluded Liabilities; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated the consideration received by the Seller pursuant to Buyer under Section 7.06)this Agreement; (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order;advances to employees; and (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any rights of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets Seller under this Agreement.

Excluded Assets. Any The following assets of Sellers that Seller shall be retained by Seller and are not described on otherwise identified as Assets in Section 2.01, together with being sold or assigned to Purchaser hereunder (all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed are referred to Buyer pursuant to this Agreement (such assets collectively as described herein below, the “Excluded Assets”): (a) all cash the Excluded Contracts and cash equivalents of Sellersthe Excluded Information and Records; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) Cash and all Excluded Recordsbank, brokerage or other similar accounts of Seller; (c) all Contracts accounts receivable, trade receivables, notes receivable and other receivables or rights to receivables (including the right to payment for any services or work performed prior to April 1, 2006) related to the Business that are outstanding as of insurance or indemnity, subject to Section 10.01the Closing Date (the “Accounts Receivable”); (d) all proceedsinsurance policies, income programs, reserves and related bonds of any nature (and any dividends or revenues attributable to the Assets, claims payable in respect thereof) and any rights of recovery or other than proceeds received on account benefits under any of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Dateforegoing; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedieschoices in action, defenses, rights of recovery and rights of set-offoff of any kind, rights of recoupmentagainst any Person, and including any liens, security interests, pledges or other rights to payment or to enforce payment and credits of any Seller except to the extent in each case, which are related to the Excluded Assets with respect to or the Excluded Obligations, including the Retained Litigation; (f) any period of time on or after the Closing Date amounts receivable from Seller or any Assumed Liabilityof Seller’s Affiliates (the “Intercompany Indebtedness”); (g) all Tax refunds, including any refund of costs interest in respect thereof, and Tax credits attributable to Taxes (i) paid by Seller or expenses borne (ii) payable by Sellers and not by BuyerSeller in connection with this Agreement; (h) all rights and interests under (including those of sponsor and administrator, as applicable), and all assets of, any Tax creditsemployee benefit plan, refunds program, policy or abatements arrangement of Seller or other Tax assets or Tax benefits of Sellers (other than those allocated Seller’s Affiliates including any Benefit Plan, except to Buyer under Section 7.06)the extent otherwise explicitly provided in accordance with Article X; (i) all rights of Seller under this Agreement or any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures OrderRelated Agreement; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights;Benefit Plans; and (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other those additional assets listed specifically identified on Schedule 2.02(l2.3(j); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Any Notwithstanding anything in Section 2.2 to the contrary, the following assets of Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement Seller (such assets as described herein belowcollectively, the “Excluded Assets”):) used in or relating to the Business shall not be deemed to be Purchased Assets and shall be excluded from the assets delivered by Seller to Buyer at the Closing: (a) all cash those assets that are used by Seller in the Business and cash equivalents of Sellersthat are identified by Seller on Schedule 2.3(a); (b) all corporate and financial records of Sellers (other than the Data contemplated except as otherwise provided on Schedule 2.3(b), any cash or cash equivalents held by Section 2.01(f)) and all Excluded RecordsSeller; (c) all Contracts any claim, cause of insurance or indemnityaction, subject chose in action, right of recovery of any kind, to Section 10.01the extent primarily related to any Excluded Liability; (d) all proceedsinterests in real property, income whether leased or revenues attributable to the Assetsowned, other than proceeds received on account of lease interests or lease agreements included in the Acquired Accounts Receivable, with respect to any period of time prior to the Closing DateTransferred Contracts identified in Schedule 2.2(a)(ii); (e) all rights, claims, demands and causes Licensed Intellectual Property (which shall be licensed to Buyer pursuant to the terms of action of Sellers under this the License Agreement); (f) all rights, claims Licensed Technology (including any claim as defined in section 101 which shall be licensed to Buyer pursuant to the terms of the Bankruptcy CodeLicense Agreement), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) all right, title and interest in and to any refund Trademarks of costs or expenses borne by Sellers and not by BuyerSeller other than those listed on Schedule 2.2(e); (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits all Intellectual Property Rights and Technology of Sellers (Seller other than those allocated to Buyer under Section 7.06)the Transferred Intellectual Property and the Transferred Technology; (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of Plans, including the Bid Procedures Orderassets thereof; (j) any all books and records of Sellers’ rightsSeller that do not relate directly to and are not used primarily in the Business and Seller’s tax returns, claims tax and causes financial records and reports and other documents and records, including without limitation, audit work papers, pertaining to the operation of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rightsBusiness that Seller is required by law to retain; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts life insurance policies on officers and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters employees of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) Seller and all other assets of Sellers related primarily insurance policies relating directly to and used or held for use primarily in the operation of the Business and rights arising from any refunds due (including, but not limited to, retrospective premium adjustments) with respect to insurance premium payments; (l) to the extent attributable to Taxes referred to in Section 8.9: (A) all refunds or credits, if any, of Taxes due to or from Seller and any claims therefor; (B) all deposits of Seller with any Taxing Authority, including without limitation, tax deposits, prepayments and estimated payments; and (C) any deferred tax assets of Seller; (m) rights arising from prepaid expenses, if any, with respect to assets not included in the Purchased Assets; (n) any assets of the Business that are transferred or otherwise disposed of by Seller or otherwise consumed, liquidated or used up prior to the Closing in the ordinary course of the Business without violation of this Agreement or, in the case of the Transferred Contracts, that expire or are terminated prior to the Closing; and (o) any assets used or held for use by Seller in connection with the business of Sellers businesses other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Any assets Notwithstanding any provision of Sellers that are this Agreement to the ---------------- contrary, Seller shall not described on otherwise identified as Assets in Section 2.01transfer, together with convey or assign to Buyer, but shall retain all of its right, title and interest in and to, the following assets, shall not constitute Assets and shall not be sold, assigned assets owned or conveyed to Buyer pursuant to this Agreement held by it on the Closing Date (such assets as described herein below, the “"Excluded Assets”"): (a) Any and all cash, cash equivalents, cash deposits to secure contract obligations (except to the extent Seller receives a credit therefor under Section 2.7, in which event the deposit shall be included as part of the Sale ----------- Assets), all inter-company receivables from any affiliate of Seller and cash equivalents all other accounts receivable, bank deposits and securities held by Seller in respect of Sellers;the Station at the Closing Date. (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) Any and all Excluded Records;claims of Seller with respect to transactions prior to the Closing including, without limitation, claims for tax refunds and refunds of fees paid to the FCC. (c) all Contracts All prepaid expenses (except to the extent Seller receives a credit therefor under Section 2.7, in which event the prepaid expense shall be included ----------- as part of insurance or indemnity, subject to Section 10.01;the Sale Assets). (d) All contracts of insurance and claims against insurers. (e) All employee benefit plans and the assets thereof and all proceeds, income employment contracts. (f) All contracts that are terminated in accordance with the terms and provisions of this Agreement or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time have expired prior to the Closing Date;Date in the ordinary course of business; and all loans and loan agreements. (eg) all rights, claims, demands All tangible personal property disposed of or consumed between the date hereof and causes the Closing Date in the ordinary course of action business and in accordance with the terms and provisions of Sellers under this Agreement;. (fh) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller Seller's corporate records except to the extent related such records pertain to or are used in the Assets with respect operation of the Station, in which case Seller shall deliver accurate copies thereof to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06);. (i) any prepayments All contracts for the sale of broadcast time on the Station for cash or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order;non-cash consideration. (j) any of Sellers’ rightsAll commitments, claims contracts and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights;agreements not specifically assumed by Buyer pursuant to Section 2.1 (d), above. --------------- (k) the name “Basic Energy” Any and all variations and derivations thereof and any Trademarks containing any assets of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated Seller used by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described Seller in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or and/or operation of the Assets; radio station WEZE(AM) 590 ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement"▇EZE").

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Assets Notwithstanding anything to the contrary in Section 2.011.1 above, together with all the following assets and property of the following assets, Sellers are to be retained by the Sellers and shall not constitute Acquired Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein belowcollectively, the “Excluded Assets”): (a) all cash rights in and cash equivalents of Sellersto the trademark “SafeNet” and the name “SafeNet;” (b) all corporate cash, cash equivalents, short term investments and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Recordsbank accounts; (c) all Contracts of insurance or indemnity, subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causesdemands, causes of action, remedies, defensesrights of recovery, rights of set-off, rights of recoupment, guaranties, warranties, indemnities and similar rights and all rights to payment or to enforce payment proceeds under insurance policies and credits of any Seller except indemnity agreements, to the extent related the foregoing relate to the Excluded Assets with respect and the Excluded Liabilities; (d) all Contracts to any period of time on which either Seller is a party or after the Closing Date by which either Seller or any Assumed Liabilityof its assets or properties are bound, other than the Assigned Contracts; (e) all rights of the Sellers under this Agreement and the Transaction Documents; (f) all minute books and stock records of the Sellers; (g) all capital stock or other equity interest in any refund Subsidiary or Affiliate of costs either Seller or expenses borne by Sellers in any other Person, and not by Buyerall options, warrants or other rights to acquire such capital stock or other equity interest; (h) any Tax creditssubject to the provisions of Section 1.1(i), refunds or abatements or other Tax assets or Tax benefits all insurance policies of Sellers (other than those allocated to Buyer under Section 7.06)the Sellers; (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms all Employee Benefit Plans of the Bid Procedures OrderSellers and all assets related thereto; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions those assets specifically set forth in which Sellers have or will have rights;Schedule 1.2(j) attached hereto; and (k) the name “Basic Energy” all other assets, properties, rights and all variations interests of Sellers of every kind and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts nature whatsoever, whether real, personal or unexpired leases mixed, tangible or intangible, that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permitsowned, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to used or held for use by the Sellers primarily in connection with the business operation of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Assets Notwithstanding anything contained in Section 2.012.1 hereof to the contrary, together with all the Transferred Assets do not include any of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed (herein referred to Buyer pursuant to this Agreement (such assets collectively as described herein below, the “"Excluded Assets”"): (a) except to the extent set forth in the Kaiser Trademark License Agreement (the form of which is attached hereto as Exhibit B) or elsewhere in the Transaction Documents, the names and marks "Kaiser" and "▇▇▇▇▇▇ Engineers" and any name or ▇▇▇▇ derived from or including the foregoing, including all corporate symbols or logos incorporating "Kaiser" or "Kaiser Engineers" and the other intellectual property and intellectual property rights described on Schedule 2.2(a) (the "Excluded Intellectual Property"); (b) the rights in intellectual property, intangible property rights, license agreements and software licenses not within the definition of Transferred Intellectual Property; (c) all cash and cash equivalents and similar type investments, such as certificates of Sellers; (b) all corporate deposit, treasury bills and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Records; (c) all Contracts of insurance or indemnity, subject to Section 10.01marketable securities; (d) all proceedscash collateral associated with bonds, income or revenues attributable to letters of credit and similar arrangements that run in favor of others; (e) inter-company receivables and payables arising between the Assets, other than proceeds received on account Business and the balance of ▇▇▇▇▇▇'▇ business from the conduct of the Acquired Accounts Receivable, with respect to any period of time Business prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined books and records relating to or used in section 101 the business of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, Sellers and rights to payment or to enforce payment and credits of any Seller except not specific to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed LiabilityBusiness; (g) any refund all Policies, other than those, if any, listed on Schedule 2.1(m), maintained by the Sellers, and all rights of costs action, lawsuits, claims and demands, rights of recovery and set-off, and proceeds, under or expenses borne by Sellers and not by Buyerwith respect to such insurance policies; (h) any Tax creditsall rights to causes of action, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06lawsuits, claims and demands listed on Schedule 2.2(h); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms all right, title and interest of the Bid Procedures OrderSellers in and to and any claims for any refund, credit, rebate or abatement with respect to Taxes of the Business for any period or portion thereof prior to the Closing Date; (j) any the right to occupy leased premises used by the Business, except to the extent contemplated by the real property leases for the Transferred Facilities, which leases are listed on Schedule 4.9, or by the Transition Services Agreement (the form of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rightsis attached hereto as Exhibit C); (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoingassets relating to Seller Benefit Plans, except as specifically provided in Article 6; (l) all Contracts claims against third parties for Losses suffered in connection with Excluded Assets and other assets listed on Schedule 2.02(l)Excluded Liabilities; (m) any executory contracts the assets that will be utilized by Sellers in providing services to Buyer under the Transition Services Agreement on or unexpired leases that are not Desired 365 Contractsafter the Closing Date; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Creditexcept to the extent provided under the Ancillary Agreements on or after the Closing Date, the services available to the Sellers that are not specific to the Business as conducted prior to the Closing Date; (o) all equipment contracts and original copies leases rejected pursuant to Section 365 of Data the Bankruptcy Code by Kaiser prior to the extent primarily related to Excluded Assets or Excluded LiabilitiesClosing; (p) all Permitsexcept to the extent transferable and specific to the Business, except for those Permits contemplated by Section 2.01(d)permits related to the conduct of the Business; (q) except for assets relating to ▇▇▇▇▇▇'▇ headquarters staff and not used primarily in the VehiclesBusiness, all trucks, trailers, vehicles the Australian infrastructure contracts and the Brazil alumina bids and any other rolling stock;assets listed on Schedule 2.2(q); and (r) all office equipmentproperties, computersassets, software contracts and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily used in connection with the business Business but which are also used in common by the Business and the other businesses of Sellers Kaiser and its Subsidiaries (other than the Transferred Subsidiary) in connection with the provision of corporate administrative services to the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Assets Notwithstanding anything in Section 2.01this Agreement to the contrary, together with all of the following assets, shall not constitute Assets properties, Contracts, rights and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement interests of Seller (such assets as described herein belowcollectively, the “Excluded Assets”):) are excluded from the Purchased Assets and shall remain the property of Seller after Closing: (a) all All cash and cash equivalents in excess of Sellers$100,000; (b) all corporate All rights, title and financial records of Sellers (other than interest in and to the Data contemplated by Medical Records except as described in Section 2.01(f)) and all Excluded Records4.3; (c) all Contracts of insurance All right, title and interest in and to real property, except those rights relating to or indemnity, subject to Section 10.01arising under any leases assumed by Buyer in connection with the Transactions; (d) All Benefit Plans (defined in Section 2.21) and all proceeds, income or revenues assets attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Datethereto; (e) Seller’s corporate seals, organizational documents, minute books, stock books, tax returns, and all rights, claims, demands other books of account and causes other records having to do with the corporate organization of action of Sellers under this AgreementSeller; (f) all rightsSeller’s tax identification number, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupmentprovider numbers, and rights to payment or to enforce payment and credits Certificate of any Seller except to Registration issued by the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed LiabilityNorth Carolina Medical Board; (g) any refund of costs or expenses borne by Sellers All Payor Contracts (defined in Section 2.11(b)) and not by Buyerall other Contracts related to the Business to which Seller is a party and which are described on Schedule 1.3(g) (collectively, the “Operating Contracts”); (h) any Tax creditsAll rights relating to advance payments, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06prepayments, prepaid expenses, claims for refunds, security deposits and similar payments previously made by Seller and set forth on Schedule 1.3(h); (i) any prepayments All rights that accrue or good faith will accrue to Seller Parties or other deposits submitted by any Third Party Seller Representative under the terms of the Bid Procedures Order;Transaction Documents; and (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any All of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m1.3(j) and any executory contracts or unexpired leases other personal effects of the Shareholders and similar items of nominal value. It is the intent of the parties that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; listed in Sections 1.3(a), (p) all Permitsc), except for those Permits contemplated by Section 2.01(d(h); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period and (j) shall be distributed by Seller to Newco for the benefit of the Shareholders prior to the Closing Date, with respect to the Assets or (ii) any consummation of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this AgreementRedemption.

Excluded Assets. Any assets Notwithstanding the provisions of Section 1.1, it is hereby expressly acknowledged and agreed that the Assets shall not include: (a) any interest in the Real Property, including the land and buildings located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ (the “Houston Office”), ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (the “Dallas Office”), and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Suite 250, Austin, TX 78731 (the “Austin Office”), other than Sellers’ interest, as applicable, as tenant in the leases for the Houston Office, Dallas Office, and Austin Office pursuant to and in accordance with the respective Lease Assignment Agreements; (b) Sellers’ Cash Equivalents; (c) any employee advances of Sellers; (d) any prepaid insurance expenses of Sellers; (e) any intercompany receivables of Sellers; (f) any taxpayer identification numbers of Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all and any Tax refunds or credits relating to the operation of the following assetsBusiness or the Assets prior to the Closing Date; (g) any Employee Benefit Plans (except to the extent expressly set forth on Schedule 1.1(g)); (h) any rights in or to a Seller’s franchise to be a corporation or LLC, shall not constitute Assets as the case may be, and shall not its charter or formation, corporate or company seal, minute books or entity actions, and stock or equity books and records; (i) the consideration to be sold, assigned or conveyed delivered to Buyer the Sellers pursuant to this Agreement and all other rights of the Sellers under this Agreement and the other documents and instruments to be executed and delivered pursuant hereto; (such assets as described herein belowj) any prepaid items, claims for contribution, indemnity rights and similar claims and causes of action and other intangible rights to the extent any of the foregoing relate exclusively to any Excluded Asset or to any Liability other than Assumed Liabilities, and any books and Records relating exclusively to any Liability other than Assumed Liabilities including all privileges to the extent related thereto; (k) any of the Seller Entities’ rights in, to and under insurance policies; (l) any contract that is not a Business Contract; (m) items of personal property listed on Schedule 1.2(m); and (n) copies of the Records of the Business that remain in Sellers’ possession and control following the Closing Date (collectively, the “Excluded Assets”): (a) all cash and cash equivalents ); provided, however, that, upon the reasonable request of Sellers; (b) all corporate and financial records of Buyer, Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Records; (c) all Contracts of insurance or indemnity, subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, will provide Buyer with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits copies of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties Records described in this Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement1.2.

Excluded Assets. Any All of the property and the assets of Sellers that are not described on otherwise identified as Assets Seller of any type whatsoever other than those specifically referred to in Section 2.01, together with all of 2.1 are excluded from the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed sale to Buyer pursuant to this Agreement Pure Cycle (such assets as described herein below, the “Excluded Assets”):), including, without limitation, the following: (a) all cash Cash and cash equivalents of Sellersequivalents; (b) all corporate and financial records of Sellers All securities owned by Seller (other than except the Data contemplated by Section 2.01(fshares identified on Schedule 2.1(a)) and all Excluded Records); (c) all All rights of Seller under any claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment (including any such items relating to the payment of Taxes or the Assets) other than such items related to the Assumed Contracts of insurance or indemnity, subject the Assets with respect to Section 10.01periods occurring after the Closing; (d) all proceedsAll accounts, income notes or revenues attributable other receivables due to Seller other than any of the foregoing related to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, Assumed Contracts with respect to any period of time prior to periods occurring after the Closing DateClosing; (e) Seller’s rights under contracts, indentures, guarantees, leases, commitments and other agreements that are not Assumed Contracts; (f) Seller’s rights under any policies of insurance purchased by Seller, or any benefits payable or paid thereunder, other than policies of insurance which are Assumed Contracts; (g) All interests of Seller in any copyrights, patents, trademarks, trade names and logos, together with pending applications for any of the foregoing; all rightsinterests of Seller in any trade secrets, claimsinventions, demands know how, confidential information and causes other intellectual property; and all goodwill and other general intangibles of action Seller; (h) The charter, qualifications to conduct business as a Colorado limited liability company, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, general ledgers, Tax returns, seals, minute books, record books and similar documents of Sellers Seller relating to the organization, maintenance and existence of Seller as a limited liability company; (i) Any of the rights of Seller under this Agreement or any other agreement between Seller and Pure Cycle entered into prior to, on or after the date of this Agreement; (fj) all The High Plains Water District and any interest therein, together with any contracts, rights, claims (including any claim as defined in section 101 of the Bankruptcy Code)entitlements, causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, obligations and rights to payment interests arising from or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rightsthereto; (k) Any interests in or related to water reservoirs or water in reservoirs, other than interests which are appurtenant to the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any Property or part of the foregoingWater Rights; (l) all Contracts and other assets listed on Schedule 2.02(l);All rights to indemnification or payments from the lessees of the Property for debts in existence as of the Closing Date; and (m) any executory contracts An undivided seventy-five percent (75%) percent interest in Seller’s interest in all minerals, oil and gas or unexpired leases that are not Desired 365 Contracts;other hydrocarbons on or associated with the Property, including all associated leases, net revenue, royalty, overriding royalty, production payment or mineral interests covered by such leases, operating agreements, and assignments, if any; and (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets Any items described on Schedule 2.02(y2.2(n) and all other assets (for the avoidance of Sellers related primarily to doubt) shares of FLCC owned or held under contract for use primarily in connection with the business purchase by ▇▇ ▇▇▇▇▇, LLC (none of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreementwhich are listed on Schedule 2.1(a)).

Excluded Assets. Any assets of Sellers that are The Station Assets shall not described on otherwise identified as Assets in Section 2.01include, together with all of and Buyer shall not purchase from the Estate, the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein belowcollectively, the “"Excluded Assets”"): (a) all cash and cash equivalents of SellersContracts other than the Assumed Contracts; (b) all corporate books and financial records of Sellers (other than that Trustee or the Data contemplated Estate is required by Section 2.01(f)) law to retain, and all Excluded Records;payables records and invoices, provided that, at Buyer's request, Trustee shall provide Buyer, at the Estate's expense, with copies of such records covering the period during which the Estate was licensee of the Station and prior periods to the extent that such records are in the possession of the Trustee. (c) all Contracts books, records, and other intangible assets related solely to the Estate's internal corporate matters and not related to the operation of insurance or indemnity, subject to Section 10.01the Station; (d) all proceedsclaims, income or revenues attributable to the Assetsrights, other than proceeds received on account of the Acquired Accounts Receivable, with respect and interest in and to any period refunds for federal, state, or local franchise, income, or other Taxes or fees of time any nature whatsoever for periods prior to the Closing DateCut-Off Time; (e) all rightsaccounts receivable arising out of or relating to the operation of the Station which accrue in respect of period prior to the Cut-Off Time. (f) the Estate's cash on hand as of the Cut-Off Time and all other cash in any bank account of the Estate; any and all cash equivalents, claimscertificates of deposit, demands bonds, repurchase agreements, letters of credit, marketable securities, utility deposits and causes other similar items; (g) subject to the requirements of action Section 6.1(b), all personal property which is consumed, retired or disposed of Sellers under by the Estate in the ordinary course of their businesses up to the Cut-Off Time or as otherwise permitted by this Agreement; (fh) all rightsinsurance policies, claims (including except for any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated thereunder that may be assigned to Buyer under pursuant to Section 7.06)16.2; (i) any prepayments or good faith or all Employee Plans (other deposits submitted by any Third Party under than Employee Costs), including all trusts and other funding arrangements and the terms of the Bid Procedures Orderassets thereof; (j) any the benefits of Sellers’ rights, claims the Assumed Contracts which accrue up to and causes of action under including the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rightsCut-Off Time; (k) any interest in the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of Estate's right or option to purchase the foregoingtelevision broadcast station KADE-TV from Community Media Corporation; (l) all Contracts any interest in the Estate's claims against John ▇▇▇ Eric▇ ▇▇▇▇▇ ▇▇▇/or their Affiliates, including, but not limited to, claims relating to the following: (i) intercompany transfers; (ii) breaches of fiduciary duty, fraud and other assets listed on Schedule 2.02(l);mismanagement; and (iii) fraudulent transfers of conveyances and preferences. (m) any executory contracts interest in the Estate's claims with reference to any avoidance actions under the Code or unexpired leases that are not Desired 365 Contractsapplicable state law for pre-petition transfers, including any claims for preferential transfers or fraudulent transfers or conveyances; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit;any interest in the Estate's claims against any insurance company; and (o) all equipment any interest in the Estate's claims against the Estate's former officers and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreementdirectors.

Excluded Assets. Any assets Notwithstanding the provisions of Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all of the Purchased Assets shall not include the following assetsassets which relate to, shall not constitute Assets and shall not be soldor are used or held for use in connection with, assigned or conveyed to Buyer pursuant to this Agreement the Business (such assets as described herein below, the “Excluded Assets”): (a) all cash and cash equivalents of Sellersassets relating to the Retained Business; (b) all corporate and financial records notes receivable of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded RecordsBusiness; (c) all Contracts of insurance or indemnitythe Lease for the premises located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇, subject to Section 10.01▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; (d) all proceedscash and cash equivalents, income or revenues attributable bank accounts and securities of Seller (subject to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing DateSection 2.01(k)); (e) all rightsprepaid expenses, claimscredits, demands advance payments, security, deposits, charges, sums and causes fees not set forth on Section 2.01(g) of action of Sellers under this Agreementthe Disclosure Letters; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed LiabilityContracts that are not Assigned Contracts; (g) any refund of costs or expenses borne by Sellers and not by Buyerall Intellectual Property other than the Intellectual Property Assets; (h) any the corporate seals, Organizational Documents, minute books, stock books, Tax creditsReturns, refunds or abatements books of account or other Tax assets records having to do with the corporate organization of Seller, all employee-related or Tax benefits of Sellers (employee benefit-related files or records, other than those allocated personnel files of Transferred Employees, and any other books and records which Seller is prohibited from disclosing or transferring to Buyer under Section 7.06)applicable Law and is required by applicable Law to retain; (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Orderall Benefit Plans and all trust agreements, services agreements, and assets attributable thereto; (j) any all insurance policies of Sellers’ rights, Seller and all rights to applicable claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rightsproceeds thereunder; (k) the name “Basic Energy” all Tax assets (including duty and all variations Tax refunds and derivations thereof and any Trademarks containing prepayments) of Seller or any of the foregoingits Affiliates; (l) all Contracts and other assets listed on Schedule 2.02(l)rights to any action, suit or claim of any nature accruing prior to the Closing that is available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; (m) any executory contracts or unexpired leases that are not Desired 365 Contractsthe assets, properties and rights specifically set forth on Section 2.02(m) of the Disclosure Letters; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit;the rights which accrue or will accrue to Seller under the Transaction Documents; and (o) all equipment rights of Seller to assert, waive and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise control Seller’s attorney-client privilege with respect to any matter whatsoever, including (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client privilege of Seller or similar privilege in favor of Sellers or any of their Affiliates with respect relating to the ownership Business as a result of legal counsel (whether employees of Seller or operation of the Assets; (xoutside counsel) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex Crepresenting Seller, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily including in connection with the business Transactions; and (ii) all files maintained by all legal counsel (whether employees of Sellers other than Seller or outside counsel) relating to any representation of Seller or the Business; and (z) any assets , and all files maintained by Seller, in connection with or properties otherwise expressly identified as Excluded Assets under this Agreementrelating to the Transactions.

Excluded Assets. Any The Purchased Assets shall exclude any and all assets of Sellers or properties that are not described on otherwise identified as Assets set forth in Section 2.012.1, together with all of and the following assets, shall not constitute Assets items (all such excluded assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein below, properties being the “Excluded Assets”): (a) all 2.2.1 All cash on hand and cash equivalents of Sellers; (b) all corporate equivalents, including bank accounts, money market funds, marketable securities and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Records; (c) all Contracts of insurance or indemnitytemporary cash investments, subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assetsextent not included in the Accounts Amount. 2.2.2 Claims, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causesdemands, causes of action, remedieschoses in action, defensesrights of recovery, rights of set-off, rights to refunds and similar rights in favor of recoupmentthe Sellers or any Affiliate of the Sellers of any kind to the extent (a) relating to the Excluded Assets or the Retained Liabilities or identified on Schedule 2.2.2 or (b) relating to the ownership of the Purchased Assets, or operation of the Business, prior to the Effective Time. 2.2.3 All Excluded Intellectual Property. 2.2.4 All Excluded IT Equipment. 2.2.5 All Excluded Wilmington Calciner Contracts. 2.2.6 To the extent not included in the Accounts Amount, all of the Sellers’ and any of their Affiliates’ right, title and interest in and to all accounts receivable (including payments for all finished and unfinished products which are en route to any customer of the Business (including any Affiliates of the Sellers) where title has passed to the customer), exchange balances and all notes, bonds, and other evidences of indebtedness of and rights to payment or to enforce payment receive payments arising out of sales, services, rentals and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms activities of the Bid Procedures Order; (j) any of Sellers’ rights, claims Business occurring in connection with and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect attributable to the ownership or operation of the Assets; (x) Purchased Assets or the Business prior to the Effective Time and the security arrangements, if any, related thereto, including any property or obligation that has been escheated or been reportable as unclaimed property rights with respect to any state Third Party collection procedures or municipality any other actions or proceedings in connection therewith. 2.2.7 All of the Sellers’ rights or obligations relating to the Business arising under any applicable escheatment outstanding receivable or unclaimed payable, note or loan (including any intercompany accounts) between any Seller, on the one hand, and any other Seller or Affiliate of a Seller, on the other hand. 2.2.8 Subject to Article 6, Section 7.2 and the Technology Agreement, those Contracts and Permits relating exclusively to the ownership or operation of the Purchased Assets or the Business as currently operated by the Sellers that are not transferrable as a result of a failure to obtain consent, or other similar required condition (including any waiver of any right of first refusal, right of first offer, or other similar preemeptive right) to effect the assignment to and assumption by the Buyer and every Contract and Permit, which by its own terms, cannot be transferred or conveyed to the Buyer (provided that the foregoing shall neither relieve Sellers nor Buyer of their respective obligations under Section 7.2). 2.2.9 All Contracts and Permits of any Sellers or any Affiliate of any Sellers that may be used in the Business but that do not relate exclusively to the Purchased Assets or to the Business as conducted prior to the Effective Time by the Sellers or their Affiliates, including the National Multi-Site Contracts. 2.2.10 Any real property laws;fee interest, lease, license, easement, franchise, right-of-way or such other ownership, leasehold, access or occupancy right in real estate (including constituent) that is not transferrable as a result of a failure to obtain consent or other similar required condition (including any waiver of any right of first refusal, right of first offer, or other similar preemeptive right) to effect the assignment to and assumption by the Buyer (provided that the foregoing shall neither relieve Sellers nor Buyer of their respective obligations under Section 7.2 or Section 7.9). (y) excluding all 2.2.11 All rights or claims by any Sellers or any Affiliate of any Sellers to any Tax refund relating to the Business covering or relating to the period prior to the Effective Time. 2.2.12 All assets listed on Annex Crelated to the Seller Plans. 2.2.13 Subject to Article 16, all assets described on Schedule 2.02(yrights, titles, claims and interests of any Sellers or any Affiliate of any Sellers relating to operations associated with the Business as conducted prior to the Effective Time (i) and all other assets under any policy or agreement of Sellers related primarily insurance, (ii) under any bond, (iii) to or held for use primarily under any condemnation damages or awards in connection regard to any Taking with respect to the business Purchased Assets, or (iv) to any insurance or bond proceeds. 2.2.14 All feedstocks, blendstocks and products that are used or produced by the Facilities that are in transit on the Closing Date, except to the extent they are included in Hydrocarbon Inventory. 2.2.15 Subject to Section 7.8, guaranties, indemnities, surety bonds, letters of credit, or other credit support or financial assurances issued or provided by any Sellers or any Affiliate of any Sellers with respect to the conduct of the Business prior to the Effective Time. 2.2.16 All books and records other than the Books and Records. 2.2.17 All right, title and interest in the ▇▇ ▇▇▇▇▇ and any licenses or other rights to use, display or otherwise exploit the ▇▇ ▇▇▇▇▇. 2.2.18 All right, title and interest in the ampm Marks, and any licenses or other rights to use, display or otherwise exploit the ampm Marks, except as otherwise may be granted to the Buyer pursuant to the Master Franchise Agreement. 2.2.19 All rights of the Sellers or their Affiliates under or pursuant to this Agreement and the Other Agreements and transactions contemplated hereby. 2.2.20 All intercompany debt between the Sellers or their Affiliates and the ▇▇▇▇▇▇ ▇▇▇▇▇ Company (which will be settled prior to Closing). 2.2.21 Any ▇▇▇▇▇▇ Land Company Settlement Fund Claims. 2.2.22 The Excluded ARCO Retail Network. 2.2.23 All Excluded Thrifty Agreements and all Excluded Thrifty Sites. 2.2.24 All Non-BFO Facilities, other than the Included Fuel Retail Sites in Escrow. 2.2.25 All Excluded Retail Fuel and Convenience Marketing Contracts. 2.2.26 All rights, titles, claims and interests of the Sellers or any Affiliate of the Sellers in and to any Excluded Environmental Credits. 2.2.27 Any title to or ownership rights with respect to assets, property improvements, appurtenances, fixtures, equipment or goods located at the Real Property Interests which are not owned by Sellers or any of their Affiliates, including equipment owned by contractors or other Third Parties, spare parts on consignment, chemicals on consignment, and leased and rented equipment, vehicles and other leased items. 2.2.28 All rights of Sellers and their Affiliates in and to the Environmental Control Bonds relating to the Refinery Business; and. (z) 2.2.29 All rights and obligations related to that certain Office Lease dated November 1, 1993, as amended from time to time, including most recently on November 6, 2009, between BPCNAI and The Realty Associates Fund IX, L.P. for the space in the buildings located at 4 and ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. 2.2.30 Other assets, if any, identified by category on Schedule 2.2.30. Except with regard to Sellers’ Standards and any assets or properties otherwise expressly identified as other Excluded Assets licensed or otherwise to be provided to Buyer under this AgreementAgreement or any of the Other Agreements, the Sellers may remove at any time or from time to time, any and all of the Excluded Assets (including those Excluded Assets that the Sellers reasonably determine are the subject of Section 12.1.2) from the Facilities (at the Sellers’ expense, but without charge by the Buyer for storage). Furthermore, the Sellers agree to use Reasonable Efforts to have the Excluded Assets (including those Excluded Assets that the Sellers reasonably determine are the subject of Section 12.1.2) owned by the Sellers or their Affiliates removed from the Facilities within one hundred eighty (180) days following the Closing Date. The Sellers agree that they will consult with the Buyer in advance of taking any such actions following the Closing Date and the Parties shall adopt a mutually agreeable plan for such removal so that these actions will not unduly or unreasonably disrupt the normal operation of the Business.

Excluded Assets. Any assets of Sellers that are Seller is not described on otherwise identified as Assets in Section 2.01selling or transferring any right or interest in, together and Buyer is not purchasing or assuming any obligations with all of respect to, the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement assets (such assets as described herein belowcollectively, the “Excluded Assets”): (a) Except as set forth in Section 2.01(l) (the Bond Indenture Funds) and Section 2.01(k) (Closure Funds), all cash cash, bank accounts, marketable securities, instruments and cash equivalents other investments or deposits of SellersSeller or in which Seller may have an interest including Unused Closure Funds; (b) all corporate accounts and financial records notes receivable of Sellers Seller (other than billed or unbilled), as of the Data contemplated by Section 2.01(f)) and all Excluded RecordsClosing Date; (c) any payment rights relating to or arising from the Facility as of the Closing Date to all Contracts of insurance Seller’s billed or indemnity, subject unbilled trade accounts receivables for MSW Services provided on or prior to Section 10.01the Closing Date; (d) all proceeds, income or revenues attributable other receivables relating to the AssetsFacility that are accrued, other than proceeds received on account booked, or earned as of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rightspre-paid expenses, claims, demands refunds and causes of action of Sellers under this Agreementany security deposits or other deposits to the extent not specifically relating to the Facility or the MSW Services; (f) all rightsinsurance policies of Seller, whether or not related to the Facility, any refunds paid or payable in connection with the cancellation or discontinuance of any insurance policies and any claims (made or to be made under any such insurance policies, including any claim as defined in section 101 of the Bankruptcy Code)and all proceeds thereof, causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related such claims relate to loss or damage to the Acquired Assets with respect occurring prior to any period of time on Closing and Seller has not already accrued or after the Closing Date incurred expense and/or paid to repair or any Assumed Liabilityreplace such damages or losses; (g) any refund all assets used primarily in connection with the corporate functions of costs or expenses borne by Sellers Seller, including corporate charter, all documents subject to the attorney-client privilege, identification numbers, records, seals and not by Buyerminute books; (h) any Tax creditsexcept for rights under warranties, refunds indemnities and guarantees for unasserted claims as described in Section 2.01(m), all claims of Seller, whether known or abatements unknown, fixed or other Tax assets contingent, against third parties to the extent not arising from or Tax benefits of Sellers (other than those allocated relating to Buyer under Section 7.06)the Acquired Assets, or the MSW Services; (i) any prepayments or good faith or other deposits submitted by any Third Party all Intellectual Property not otherwise expressly conveyed to Buyer under the terms of the Bid Procedures OrderSection 2.01(o); (j) any of Sellers’ rights, claims those “artifacts” and causes of action under other excluded items located on the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rightsReal Property described on Schedule 2.02(j) attached hereto; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any that portion of the foregoingSteam Lines not located within the boundaries of the Real Estate; (l) all Contracts rights in connection with, and other assets listed on Schedule 2.02(l)of, the Employee Plans; (m) any executory contracts and all tangible or unexpired leases that are intangible assets relating primarily to Water/Sewer Services or as otherwise expressly set forth on Schedules 2.01(e) through (j) (for clarity, these Excluded Assets and services do not Desired 365 Contractsinclude the EWRS, which is an Acquired Asset); (n) all Existing Letters any personal property owned by third parties including, but not limited to, the City, whether or not located in, or related to, the Facility (it being understood that, to the extent Seller has any rights with respect to personal property owned by third parties that primarily are used in operation of Credit and cash deposits and proceeds of the Facility or providing the MSW Services, such Existing Letters of Creditrights shall be Acquired Assets); (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities;property owned by Covanta as listed on Schedule 2.02 (o) attached hereto; and (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except Dauphin County Recycling Center to the extent related owned by the County. The parties acknowledge and agree that Seller is only conveying to any Assumed LiabilitiesBuyer those certain tangible and intangible assets owned by Seller that are used or useful in connection with the operation of the Facility and the MSW Services, all audit rights arising under that Seller is not conveying to Buyer any of the Applicable Contracts Excluded Assets and that, following Closing (as defined below), Buyer will not have any right, title or otherwise with respect to (i) any period prior to the Closing Date, interest in or with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Any assets Notwithstanding anything herein to the contrary, Seller will retain and not transfer, convey, assign or deliver to Buyer, and neither Buyer nor any of Sellers that are not described on otherwise identified as Assets Buyer's Affiliates will acquire any right, title or interest in Section 2.01, together with all or to any of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement assets (such assets as described herein belowcollectively, the “"Excluded Assets”"): (a) Contracts that are not Assumed Contracts; (b) all cash and cash equivalents in respect of Sellers; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded RecordsAerospace Business on hand on the Closing Date; (c) all Contracts life insurance policies covering officers and other employees of Seller and all other insurance or indemnity, subject policies relating to Section 10.01the operation of the Aerospace Business; (d) all proceedsassets owned or held by or under any Business Benefit Arrangements and Business Benefit Plans, income including assets held in trust or revenues insurance contracts for the benefit of Business Benefit Arrangements and Business Benefit Plan participants or beneficiaries; (e) all refunds or credits, if any, of Taxes due to or from Seller by reason of its ownership of the Transferred Assets or operation of the Aerospace Business to the extent attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any time or period of time ending at or prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights (including indemnification) and claims and recoveries under litigation of Seller against third parties, arising out of or relating to events prior to the Closing Date (other than rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupmentand recoveries conveyed by Seller, and rights acquired by Buyer, pursuant to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed LiabilitySection 2.1(g)); (g) the trade names "Special Devices" and "SDI" and any refund derivations of costs or expenses borne by Sellers such names (including "SDI Aerospace", but subject to the license granted under Section 5.5 and not by Buyer;the Transitional Trademark License Agreement) and the Intellectual Property Rights set forth in Section 2.2(g) of the Seller Disclosure Schedule, in each case, together with all related goodwill; and (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit Seller's rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Assets Notwithstanding anything in Section 2.01this Agreement to the --------------- contrary, together with all of the following assets, shall be excluded from the Assets purchased hereunder and shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein belowcollectively, the “"Excluded Assets”"): (a) all cash and cash equivalents assets set forth on Schedule 2(a) hereto, all of Sellerswhich relate to Transferor's Lifef/x Division; (b) all corporate of Transferor's right, title and financial records of Sellers (other than interest in and to the Data contemplated by Section 2.01(f)) name "Lifef/x", "Lifef/x Networks", and all Excluded Recordsany similar names or trade names relating to Transferor's Lifef/x Division; (c) all Contracts of insurance or indemnityproceeds from the private offering by Lifef/x, subject to Section 10.01Inc., a Nevada corporation formerly known as Fin Sports U.S.A., Inc., which closed on December 14, 1999; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Datestock option plans and stock options; (e) all rightsprepaid items (including, claimswithout limitation, demands insurance deposits, personal property taxes, real property taxes, municipal or local tax payments or deposits, and causes of action of Sellers under this Agreementutility deposits), deferred charges, reserve accounts and other security and similar deposits owned by Transferor or in which Transferor has any interest, to the extent the same relate primarily to the Excluded Assets; (f) all rightsbooks and records, claims (including any claim as defined in section 101 of the Bankruptcy Code)ledgers, causesemployee records, causes of actioncustomer lists, remediesfiles, defensescorrespondence, rights of set-offtax returns, rights of recoupmenttax and financial records and reports, and rights to payment other written records of every kind owned by Transferor or to enforce payment and credits of in which Transferor has any Seller except interest, to the extent related the same relate primarily to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (vg) all of Transferor's claims, causes of action, choses in action, rights of recovery and rights of set-off of any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect kind, to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect extent the same relate primarily to the ownership or operation of the Excluded Assets; (xh) any property all rights of Transferor under express or obligation that has been escheated implied warranties from suppliers or been reportable as unclaimed property contractors, to any state or municipality under any applicable escheatment or unclaimed property lawsthe extent the same relate primarily to the Excluded Assets; (yi) excluding all assets listed on Annex Cof Transferor's rights to receive mail and other communications, to the extent the same relate primarily to the Excluded Assets; (j) all assets described on Schedule 2.02(y) certifications and approvals from all certifying agencies issued to Transferor and all other assets of Sellers related rights to all data and records held by certifying agencies, to the extent the same relate primarily to or held for use primarily in connection with the business of Sellers other than the BusinessExcluded Assets; and (zk) any assets or properties otherwise expressly identified as all goodwill attributable primarily to the Excluded Assets under this AgreementAssets.

Excluded Assets. Any assets of Sellers that are not described on Notwithstanding anything to --------------- the contrary set forth in this Agreement, the Seller shall have no obligation to sell, convey, transfer, assign or otherwise identified as Assets in Section 2.01, together with all of deliver unto the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer Acquiror pursuant to this Agreement Agreement, and the Acquiror shall have no obligation to purchase or otherwise accept from the Seller pursuant to this Agreement, any of the right, title or interest of the Seller in or to any of the assets of the Seller other than the Purchased Assets (such assets as described herein belowcollectively, the “"EXCLUDED ASSETS"). Without limiting the generality of the foregoing, the Excluded Assets”):Assets shall expressly include (and, therefore, the Purchased Assets shall specifically exclude) the following: (a) all cash and cash equivalents of Sellersthe Corporate Name; (b) all corporate human resource and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) employee related files and all Excluded Recordsrecords; (c) all Contracts of insurance or indemnityBooks and Records, subject to Section 10.01other than the Evamist Books and Records; (d) all proceedssubject to Section 8.11, income any insurance policies ------------ of Seller or revenues attributable to the Assets, other than its Subsidiaries or rights thereunder or proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Datethereof; (e) all rights, claims, demands and causes of action of Sellers under this Agreement;the Evamist FDA Submissions (subject to Section 8.5); ----------- (f) the Seller Multi-Application Technology; (g) the right to a refund requested from the FDA for any or all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code)Evamist NDA filing fee; (h) all right, causestitle and interest of the Seller in and to any real property, whether owned or leased by the Seller; (i) all cash, cash equivalents, marketable securities and similar cash items of the Seller, whether or not arising from the Evamist Business; (j) all refunds and rights to refunds related to Taxes; and (k) all claims, actions, deposits, prepayments, refunds, causes of action, remedies, defensesrights of recovery, rights of set-off, set off and rights of recoupment, and rights to payment or to enforce payment and credits recoupment of any Seller except kind or nature (including any such item relating to the extent related Taxes) relating to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Any Notwithstanding anything to the contrary set forth in Section 2.1, Seller shall retain and not sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall not purchase from Seller, all assets of Sellers that are Seller not described on otherwise identified as constituting Transferred Assets in Section 2.01, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein belowcollectively, the “"Excluded Assets”):"), including, without limitation, the following: (a) Seller's rights under this Agreement and all cash and non-cash equivalents of Sellersconsideration payable or deliverable to Seller pursuant to the terms and provisions hereof; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded RecordsContracts; (c) other than as set forth in Section 2.1(m), all Contracts accounts, notes, accounts receivable, contract rights, drafts and other forms of insurance claims, demands, employee advances, instruments, receivables, trade accounts receivable and rights to the payment of money or indemnity, subject to Section 10.01other forms of consideration; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivableas set forth in Section 2.1(k), with respect to any period of time prior to the Closing Dateall Inventory; (e) all rightstax records, claimscorporate minute books, demands stock transfer books and causes corporate seals of action of Sellers under this AgreementSeller and any other books and records relating solely to the Excluded Assets; (f) all rights, claims (including any claim other than as defined set forth in section 101 of the Bankruptcy CodeSection 2.1(m), causesall cash, causes of action, remedies, defenses, rights of set-off, rights of recoupment, cash equivalents and rights to payment or to enforce payment marketable securities and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liabilityprofessional retainers paid by Seller; (g) all Contracts with any refund of costs or expenses borne by Sellers and not by BuyerAffiliate (other than those which constitute Assumed Contracts); (h) all rights and claims in or to any Tax credits, refunds or abatements credits of or other Tax assets with respect to any Taxes, assessments or Tax benefits similar charges paid by or on behalf of Sellers Seller, in each case to the extent applicable to any period prior to the Closing (other than those allocated to Buyer under Section 7.06but not any of the foregoing paid by any entity comprising Purchaser); (i) all securities (whether capital stock or debt) of any prepayments or good faith or other deposits submitted by Person (including any Third Party under the terms Subsidiary of the Bid Procedures OrderSeller); (j) any employee benefit plans and programs providing benefits to any employee or former employee of Sellers’ rights, claims Seller sponsored or maintained by Seller or any of its Affiliates or to which Seller contributes or is obligated to contribute (and causes of action under the Bankruptcy Code and any Avoidance Actions in assets therein) which Sellers have or will have rightsis not specifically identified as an Assumed Contract; (k) the name “Basic Energy” all claims, rights and all variations and derivations thereof and any Trademarks containing any causes of action of Seller arising under or relating to Chapter 5 of the foregoingBankruptcy Code (whether or not asserted as of the Closing Date), including, without limitation, any such claims and actions arising under sections 544, 545, 547, 548, 549, 551 or 553 of the Bankruptcy Code; (l) all Contracts and other assets listed on Schedule 2.02(l);any insurance policies or contracts; and (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and 2.2, including all other assets trade names of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this AgreementSeller.

Excluded Assets. Any assets of Sellers that are Notwithstanding Section 1.1, Section 1.2 and Section 1.3, no Seller shall sell, convey, assign, transfer or deliver to Buyer, and Buyer shall not described on otherwise identified as Assets in Section 2.01purchase or acquire from any Seller, together with all any of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement assets (such assets as described herein belowcollectively, the “Excluded Assets”): (a) all cash any rights in or to the franchise of such Seller to be a corporation or limited liability company or its charter, minute book and cash equivalents of Sellersother records relating to its legal existence and capitalization; (b) all corporate and financial records any Equity Interests of Sellers (such Seller or of any corporation, limited liability company, partnership or other than the Data contemplated by Section 2.01(f)) and all Excluded Recordsentity in which such Seller owns any Equity Interests; (c) all Contracts any consideration to be delivered by Buyer to such Seller pursuant to this Agreement or other rights of insurance or indemnity, subject such Seller under this Agreement and the other documents and instruments to Section 10.01be executed and delivered by such Seller pursuant hereto; (d) all proceedsany cash and cash equivalents, income or revenues attributable to the Assetsmoney market funds and marketable securities of such Seller, other than proceeds received cash on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Datehand at such Seller’s facilities; (e) all rights, claims, demands and causes any rights of action such Seller in receivables owing from Affiliates of Sellers under this Agreementsuch Seller; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-offsuch Seller in, rights of recoupment, to and rights to payment or to enforce payment and credits of under any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed LiabilityExcluded Contracts; (g) any refund rights of costs such Seller with respect to claims for contribution, indemnity and similar causes of action, in each case, to the extent arising from and directly related to the defense, compromise, discharge or expenses borne by Sellers and not by Buyer;satisfaction of the Excluded Liabilities; or (h) any Tax creditsInsurance Policies, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts vehicles and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters Exhibit 1.4. Prior to the Closing, Buyer and Appointed Agent shall establish the “▇▇▇▇▇▇ Book Value” of Credit each of the vehicles listed on Exhibit 1.4, and cash deposits and proceeds at the Closing, the Trust shall cause Sellers to pay to Buyer an amount equal to the aggregate values of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreementvehicles.

Excluded Assets. Any Notwithstanding anything to the contrary set forth in Section 2.1, Seller shall retain and not sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall not purchase from Seller, all assets of Sellers that are Seller not described on otherwise identified as constituting Transferred Assets in Section 2.01, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein belowcollectively, the “"Excluded Assets”):"), including, without limitation, the following: (a) Seller's rights under this Agreement and all cash and non-cash equivalents of Sellersconsideration payable or deliverable to Seller pursuant to the terms and provisions hereof; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded RecordsContracts; (c) other than as set forth in Section 2.1(n), all Contracts accounts, notes, accounts receivable, contract rights, drafts and other forms of insurance claims, demands, employee advances, instruments, receivables, trade accounts receivable and rights to the payment of money or indemnity, subject to Section 10.01other forms of consideration; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivableas set forth in Section 2.1(l), with respect to any period of time prior to the Closing Dateall Inventory; (e) all rightstax records, claimscorporate minute books, demands stock transfer books and causes corporate seals of action of Sellers under this AgreementSeller and any other books and records relating solely to the Excluded Assets; (f) all rights, claims (including any claim other than as defined set forth in section 101 of the Bankruptcy CodeSection 2.1(n), causesall cash, causes of action, remedies, defenses, rights of set-off, rights of recoupment, cash equivalents and rights to payment or to enforce payment marketable securities and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liabilityprofessional retainers paid by Seller; (g) all Contracts with any refund Affiliate of costs or expenses borne by Sellers and not by BuyerSeller (other than those which constitute Assumed Contracts); (h) all rights and claims in or to any Tax credits, refunds or abatements credits of or other Tax assets with respect to any Taxes, assessments or Tax benefits similar charges paid by or on behalf of Sellers Seller, in each case to the extent applicable to any period prior to the Closing (other than those allocated to Buyer under Section 7.06but not any of the foregoing paid by any entity comprising Purchaser); (i) all securities (whether capital stock or debt) of any prepayments or good faith or other deposits submitted by Person (including any Third Party under the terms Subsidiary of the Bid Procedures OrderSeller); (j) any employee benefit plans and programs providing benefits to any employee or former employee of Sellers’ rights, claims Seller sponsored or maintained by Seller or any of its Affiliates or to which Seller contributes or is obligated to contribute (and causes of action under the Bankruptcy Code and any Avoidance Actions in assets therein) which Sellers have or will have rightsis not specifically identified as an Assumed Contract; (k) the name “Basic Energy” all claims, rights and all variations and derivations thereof and any Trademarks containing any causes of action of Seller arising under or relating to Chapter 5 of the foregoingBankruptcy Code (whether or not asserted as of the Closing Date), including, without limitation, any such claims and actions arising under sections 544, 545, 547, 548, 549, 551 or 553 of the Bankruptcy Code; (l) all Contracts and other assets listed on Schedule 2.02(l);any insurance policies or contracts; and (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and 2.2, including all other assets trade names of Sellers Seller not specifically of or related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreementpharmaceutical products manufactured and/or sold by Seller.

Excluded Assets. Any assets of Sellers that are The Assets shall not described on otherwise identified as Assets in Section 2.01include, together with all and Buyer shall not purchase or acquire, any of the following assets, shall not constitute Assets and shall not be sold, assigned properties or conveyed to Buyer pursuant to this Agreement rights of Seller (such assets as described herein below, the “Excluded Assets”): (a) all cash, cash equivalents, bank accounts, and cash equivalents certificates of Sellersdeposit; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded RecordsInventory; (c) all rights and interests of the Seller under all Contracts of insurance or indemnity, subject to Section 10.01other than the Assumed Contracts; (d) all proceeds, income or revenues attributable to Permits held by Seller for the Assets, other than proceeds received on account conduct of the Acquired Accounts Receivable, Business that are not legally assignable; provided that Seller shall cooperate with respect to and assist the Buyer in obtaining any period of time prior to the Closing Datesuch Permit; (e) all rightsoriginals of any Records that the Seller is required by applicable Law to retain, claims, demands and causes of action of Sellers under this Agreementso long as the Seller delivers at least one copy thereof to the Buyer; (f) all rights of the Seller with respect to any Tax refund, and any rights under any Tax allocation or sharing agreement; (g) the charter, qualification to conduct business as a foreign corporation, arrangements with registered agents, taxpayer and other identification numbers, seal, minute books, equity transfer books, blank equity certificates and other documents relating to the organization, maintenance and existence of the Seller as a corporation; (h) all Company Plans and corresponding assets or any rights of the Seller in the Company Plans; (i) all rights of the Seller under this Agreement and the other Transaction Documents; (j) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code)claims, causescredits, causes of action, remediesrights of recovery or to refunds or rebates, defenses, or rights of set-off, rights off of recoupment, and rights to payment the Seller (including any express or to enforce payment and credits of any Seller except to the extent related to the Assets implied warranties) with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms arising out of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights;Excluded Assets; and (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any other asset, property or right of the foregoing; (l) all Contracts and other assets listed Seller expressly set forth on Schedule 2.02(l2.2(k); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreementif any.

Excluded Assets. Any assets of Sellers that are Notwithstanding Section 1.1, Seller shall not described on otherwise identified as Assets in Section 2.01sell, together with all convey, assign, transfer or deliver to Buyer, and Buyer shall not purchase or acquire from Seller, any of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement assets of Seller (such assets as described herein belowcollectively, the “Excluded Assets”): (a) all cash any rights in or to the franchise of Seller to be a corporation or its charter and cash equivalents of Sellersother corporate records relating to its corporate existence and capitalization; (b) all corporate and financial records any Equity Interests of Sellers (Seller or of any corporation, limited liability company, partnership or other than the Data contemplated by Section 2.01(f)) and all Excluded Recordsentity in which Seller owns any Equity Interests; (c) all Contracts any consideration to be delivered by Buyer to Seller pursuant to this Agreement or other rights of insurance or indemnity, subject Seller under this Agreement and the other documents and instruments to Section 10.01be executed and delivered by Seller pursuant hereto; (d) all proceeds, income or revenues attributable to the Assetsany cash and cash equivalents, other than proceeds received ▇▇▇▇▇ cash balances used at the Facility; (e) any of Seller’s rights in, to and under the Excluded Contracts; (f) any of Seller’s rights in, to or under any Benefit Plans (other than the Assumed Benefit Contracts); (g) any of Seller’s rights in, and or under Insurance Policies (other than the Assumed Benefit Contracts); (h) any notes receivable that are payable to Seller by current employees of Seller on account of the Acquired Accounts Receivable, with respect to any period of time loans made prior to the Closing Date; (ei) all rightsany claims for contribution, claims, demands indemnity rights and similar claims and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent arising from and directly related to the Assets with respect to defense, compromise, discharge or satisfaction of any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures OrderExcluded Liabilities; (j) any accounts receivable of Sellers’ rights, claims and causes Seller that are more than 180 days past due as of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights;Closing Date (the “Excluded Receivables”); or (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to items set forth in the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.attached Exhibit E.

Excluded Assets. Any The Purchased Assets shall exclude any and all assets of Sellers or properties that are not described on otherwise identified as Assets set forth in Section 2.012.1, together with all of and the following assets, shall not constitute Assets items (all such excluded assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein below, properties being the “Excluded Assets”): (a) all 2.2.1 All cash on hand and cash equivalents of Sellers; (b) all corporate equivalents, including bank accounts, money market funds, marketable securities and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Records; (c) all Contracts of insurance or indemnitytemporary cash investments, subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assetsextent not included in the Accounts Amount. 2.2.2 Claims, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causesdemands, causes of action, remedieschoses in action, defensesrights of recovery, rights of set-off, rights to refunds and similar rights in favor of recoupmentthe Sellers or any Affiliate of the Sellers of any kind to the extent (a) relating to the Excluded Assets or the Retained Liabilities or identified on Schedule 2.2.2 or (b) relating to the ownership of the Purchased Assets, or operation of the Business, prior to the Effective Time. 2.2.3 All Excluded Intellectual Property. 2.2.4 All Excluded IT Equipment. 2.2.5 All Excluded Wilmington Calciner Contracts. 2.2.6 To the extent not included in the Accounts Amount, all of the Sellers’ and any of their Affiliates’ right, title and interest in and to all accounts receivable (including payments for all finished and unfinished products which are en route to any customer of the Business (including any Affiliates of the Sellers) where title has passed to the customer), exchange balances and all notes, bonds, and other evidences of indebtedness of and rights to payment or to enforce payment receive payments arising out of sales, services, rentals and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms activities of the Bid Procedures Order; (j) any of Sellers’ rights, claims Business occurring in connection with and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect attributable to the ownership or operation of the Assets; (x) Purchased Assets or the Business prior to the Effective Time and the security arrangements, if any, related thereto, including any property or obligation that has been escheated or been reportable as unclaimed property rights with respect to any state Third Party collection procedures or municipality any other actions or proceedings in connection therewith. 2.2.7 All of the Sellers’ rights or obligations relating to the Business arising under any applicable escheatment outstanding receivable or unclaimed payable, note or loan (including any intercompany accounts) between any Seller, on the one hand, and any other Seller or Affiliate of a Seller, on the other hand. 2.2.8 Subject to Article 6, Section 7.2 and the Technology Agreement, those Contracts and Permits relating exclusively to the ownership or operation of the Purchased Assets or the Business as currently operated by the Sellers that are not transferrable as a result of a failure to obtain consent, or other similar required condition (including any waiver of any right of first refusal, right of first offer, or other similar preemeptive right) to effect the assignment to and assumption by the Buyer and every Contract and Permit, which by its own terms, cannot be transferred or conveyed to the Buyer (provided that the foregoing shall neither relieve Sellers nor Buyer of their respective obligations under Section 7.2). 2.2.9 All Contracts and Permits of any Sellers or any Affiliate of any Sellers that may be used in the Business but that do not relate exclusively to the Purchased Assets or to the Business as conducted prior to the Effective Time by the Sellers or their Affiliates, including the National Multi-Site Contracts. 2.2.10 Any real property laws;fee interest, lease, license, easement, franchise, right-of-way or such other ownership, leasehold, access or occupancy right in real estate (including constituent) that is not transferrable as a result of a failure to obtain consent or other similar required condition (including any waiver of any right of first refusal, right of first offer, or other similar preemeptive right) to effect the assignment to and assumption by the Buyer (provided that the foregoing shall neither relieve Sellers nor Buyer of their respective obligations under Section 7.2 or Section 7.9). (y) excluding all 2.2.11 All rights or claims by any Sellers or any Affiliate of any Sellers to any Tax refund relating to the Business covering or relating to the period prior to the Effective Time. 2.2.12 All assets listed on Annex Crelated to the Seller Plans. 2.2.13 Subject to Article 16, all assets described on Schedule 2.02(yrights, titles, claims and interests of any Sellers or any Affiliate of any Sellers relating to operations associated with the Business as conducted prior to the Effective Time (i) and all other assets under any policy or agreement of Sellers related primarily insurance, (ii) under any bond, (iii) to or held for use primarily under any condemnation damages or awards in connection regard to any Taking with respect to the business Purchased Assets, or (iv) to any insurance or bond proceeds. 2.2.14 All feedstocks, blendstocks and products that are used or produced by the Facilities that are in transit on the Closing Date, except to the extent they are included in Hydrocarbon Inventory. 2.2.15 Subject to Section 7.8, guaranties, indemnities, surety bonds, letters of credit, or other credit support or financial assurances issued or provided by any Sellers or any Affiliate of any Sellers with respect to the conduct of the Business prior to the Effective Time. 2.2.16 All books and records other than the Books and Records. 2.2.17 All right, title and interest in the ▇▇ ▇▇▇▇▇ and any licenses or other rights to use, display or otherwise exploit the ▇▇ ▇▇▇▇▇. 2.2.18 All right, title and interest in the ampm Marks, and any licenses or other rights to use, display or otherwise exploit the ampm Marks, except as otherwise may be granted to the Buyer pursuant to the Master Franchise Agreement. 2.2.19 All rights of the Sellers or their Affiliates under or pursuant to this Agreement and the Other Agreements and transactions contemplated hereby. 2.2.20 All intercompany debt between the Sellers or their Affiliates and the ▇▇▇▇▇▇ ▇▇▇▇▇ Company (which will be settled prior to Closing). 2.2.21 Any ▇▇▇▇▇▇ Land Company Settlement Fund Claims. 2.2.22 The Excluded ARCO Retail Network. 2.2.23 All Excluded Thrifty Agreements and all Excluded Thrifty Sites. 2.2.24 All Non-BFO Facilities, other than the Included Fuel Retail Sites in Escrow. 2.2.25 All Excluded Retail Fuel and Convenience Marketing Contracts. 2.2.26 All rights, titles, claims and interests of the Sellers or any Affiliate of the Sellers in and to any Excluded Environmental Credits. 2.2.27 Any title to or ownership rights with respect to assets, property improvements, appurtenances, fixtures, equipment or goods located at the Real Property Interests which are not owned by Sellers or any of their Affiliates, including equipment owned by contractors or other Third Parties, spare parts on consignment, chemicals on consignment, and leased and rented equipment, vehicles and other leased items. 2.2.28 All rights of Sellers and their Affiliates in and to the Environmental Control Bonds relating to the Refinery Business; and. (z) 2.2.29 All rights and obligations related to that certain Office Lease dated November 1, 1993, as amended from time to time, including most recently on November 6, 2009, between BPCNAI and The Realty Associates Fund IX, L.P. for the space in the buildings located at 4 and ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. 2.2.30 Other assets, if any, identified by category on Schedule 2.2.30. Except with regard to Sellers’ Standards and any assets or properties otherwise expressly identified as other Excluded Assets licensed or otherwise to be provided to Buyer under this AgreementAgreement or any of the Other Agreements, the Sellers may remove at any time or from time to time, any and all of the Excluded Assets (including those Excluded Assets that the Sellers reasonably determine are the subject of Section 12.1.2) from the Facilities (at the Sellers’ expense, but without charge by the Buyer for storage). Furthermore, the Sellers agree to use Reasonable Efforts to have the Excluded Assets (including those Excluded Assets that the Sellers reasonably determine are the subject of Section 12.1.2) owned by the Sellers or their Affiliates removed from the Facilities within one hundred eighty (180) days following the Closing Date. The Sellers agree that they will consult with the Buyer in advance of taking any such actions following the Closing Date and the Parties shall adopt a mutually agreeable plan for such removal so that these actions will not unduly or unreasonably disrupt the normal operation of the Business.

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Assets Notwithstanding anything to the contrary in Section 2.01, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned 1.2 or conveyed to Buyer pursuant to elsewhere in this Agreement (such assets as described herein belowAgreement, the “assets specifically identified in this Section 1.3 are expressly excluded from the purchase and sale contemplated by Section 1.2 (collectively, the "Excluded Assets”"): (a) all cash assets used exclusively in connection with Asset Seller's corporate functions and cash equivalents not Related to the Business (e.g., the articles and by‑laws of SellersAsset Seller, taxpayer and other identification numbers, seals, minute books and share transfer books); (b) all corporate and financial records rights in any bank accounts of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded RecordsAsset Seller; (c) all Contracts accounting records, Tax records, Tax Returns, tax work papers and other books and records of insurance or indemnity, subject to Section 10.01Asset Seller; (d) all proceeds, income any interest in or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect right to any period refund of time prior to the Closing DateTaxes of Asset Seller ("Retained Tax Refunds"); (e) those Contracts listed on Section 1.3(e) of the Seller Disclosure Schedule and all rights, claims, demands of Asset Seller's rights and causes of action of Sellers interests in and under this Agreementthe Canadian Benefit Plans; (f) all rights, claims (including any claim as defined in section 101 Cash of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed LiabilityAsset Seller; (g) all rights to the name "▇▇▇▇▇", "▇▇▇▇▇ Canada" or any refund of costs or expenses borne by Sellers and similar variation thereof not by Buyerincorporating the name "Tamming"; (h) any Tax creditsall rights to causes of action, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rightslawsuits, judgments, claims and causes demands of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” nature and all variations counterclaims, rights of setoff, rights of indemnification and derivations thereof and affirmative defenses to any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases claims that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data may be brought against Asset Seller by third parties, in each case to the extent primarily related that they relate to the Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (zi) any assets or properties otherwise expressly identified as Excluded Assets all rights of Asset Seller under this Agreementthe Transaction Documents.

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as The ACS Assets in Section 2.01, together with all of being sold hereunder shall exclude the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein below, the “Excluded Assets”):: (a) Each member of the ACS Group’s cash on hand as of the Closing Date and all other cash and cash equivalents in any member of Sellersthe ACS Group’s bank, savings or other depository accounts; any and all letters of credit or other similar items; and any stocks, bonds, certificates of deposit and similar investments; (b) all corporate and financial records of Sellers (Any Contracts other than the Data contemplated by Section 2.01(f)) and all Assumed Contracts, including the Excluded RecordsBusiness Customer Contracts as set forth on Schedule 2.4; (c) all Contracts of insurance or indemnity, subject Any Contract for which a Non-Election Notice is delivered by GCI pursuant to Section 10.017.8(a); (d) all proceedsAny handset and accessory inventory, except as otherwise provided in any Ancillary Agreement; (e) Any books and records that ACS is required by any Legal Requirement to retain (subject to the right of GCI to access and to copy for a period of three years after the Closing Date), and the corporate minute books and other books and records related to internal corporate matters of any member of the ACS Group; BUS_RE/5486564.1 (f) Any claims, rights and interest in and to any refunds of federal, state or local income or revenues attributable other Taxes, fees or assessments for periods (or portions thereof) ending on or prior to the Closing Date or otherwise relating to the Excluded Assets, Excluded Liabilities or any other than proceeds received on account Tax for which ACS is liable pursuant to Section 7.3; (g) All judgments, choses in action or Proceedings of the Acquired Accounts Receivable, with respect ACS Group relating to any period the ownership or operation of time the ACS Assets or conduct of the ACS Wireless Activities prior to the Closing Date; (eh) all rightsAll Employee Plans, claims, demands Compensation Arrangements and causes employment agreements of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 member of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06)ACS Group; (i) any prepayments or good faith or other deposits submitted by any Third Party under The account books of original entry, general ledgers, and financial records except to the terms of the Bid Procedures Orderextent specifically identified in Section 2.1(b)(iv); (j) any of Sellers’ rights, claims Medical records and causes of action under personnel records to the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rightsextent required by Legal Requirements; (k) the name “Basic Energy” Insurance policies and all variations rights and derivations thereof and any Trademarks containing any of the foregoingclaims thereunder; (l) All Tax Returns and all Contracts and other assets listed on Schedule 2.02(lsupporting documentation for such Tax Returns, except to the extent specifically identified in Section 2.1(b)(iii); (m) any executory contracts or unexpired leases that are not Desired 365 ContractsAll Intellectual Property; (n) all Existing Letters of Credit All right and cash deposits and proceeds of such Existing Letters of Creditassets (other than Drop Circuits) primarily used to provide wireline services; (o) all equipment and original copies of Data All real property other than the Leased Property leased pursuant to the extent primarily related to Excluded Assets or Excluded LiabilitiesAssumed Leases; (p) all Permits, except for those Permits contemplated by Section 2.01(d)All WiFi equipment and DSL routers; (q) except for the Vehicles, all trucks, trailers, vehicles All voicemail hardware and software other rolling stockthan Assumed Contracts; (r) all office equipment, computers, software and hardwareAll vehicles; (s) except for All office furniture, office fixtures, office appliances and office equipment other than the Transferred Intellectual Property, all Intellectual Leased Property owned by Sellersleased pursuant to the Assumed Leases; (t) all assets excluded pursuant to All inventory other than inventory included in the express terms of this Agreement, including Section 2.12 or Section 5.02CDMA Core Assets; (u) except to the extent related to Any right or asset used by any Assumed Liabilities, all audit rights arising under any member of the Applicable Contracts or otherwise with respect ACS Group to (i) any period prior to provide local exchange services under the Closing Date, with respect to the Assets or (ii) any of the Excluded AssetsCommunications Act; (v) Any right or asset used by any assets or properties described in Section 2.01 that are not assignable member of the ACS Group to Buyer pursuant to this provide any service under the Transition Services Agreement after giving effect to the Sale Order;BUS_RE/5486564.1 (w) all engagements and similar letters and agreements with Sellers’ legal advisorsAll assets located in the ACS Group’s (or its Affiliates’) retail stores that are not required, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect pursuant to the ownership applicable Lease, to remain in such stores upon the expiration or operation termination of the Assets;such Lease; and (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all The assets listed on Annex C, all assets described set forth on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement2.4.

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as Assets in Section 2.01Notwithstanding anything to the contrary set forth herein, together with all Seller shall reserve and retain, and Buyer shall have no interest or rights in, to or under, any of the following assets, shall not constitute Assets properties and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement assets (such assets as described herein belowproperties and assets, the “Excluded Assets”): (a) all cash trade credits, accounts, receivables, instruments, general intangibles, and cash equivalents of Sellers; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded Records; (c) all Contracts of insurance or indemnityproceeds, subject to Section 10.01; (d) all proceedsdeposits, benefits, income or revenues attributable to the Assets, other than proceeds received on account Properties (including from the sale of the Acquired Accounts Receivable, any Hydrocarbons) with respect to any period of time prior to the Effective Time, other than any Suspense Funds that are outstanding as of the Closing Dateand for which an upward adjustment to the Purchase Price is made in accordance with Section 2.2(a)(iii)); (b) all rights and interests of Seller (or any of its affiliates) (i) under any policy or agreement of insurance or indemnity (including all amounts due or payable to Seller as adjustments to insurance premiums related to the Properties), (ii) under any bond, (iii) to any insurance proceeds or award and (iv) to any condemnation proceeds or awards to the extent relating to any condemnation of the Properties prior to the Closing; (c) all claims of Seller (or any 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 Taxes (as defined in Section 6.1(b)) or (iii) any Taxes (as defined in Section 6.1(a)) attributable to the Excluded Assets; (d) all of the Seller Marks (as defined in Section 9.4) and all of Seller’s proprietary computer software, patents, trade secrets, copyrights and other intellectual property; (e) any items described on Schedule 1.2(e) and all rights, claims, demands and causes of action of Sellers under this AgreementRetained Properties (as defined in Section 5.3(c)); (f) all rightsvehicles, claims (including any claim as defined in section 101 of the Bankruptcy Code)rolling stock and drilling rigs, causes, causes of action, remedies, defenses, rights of set-off, rights of recoupmentwhether owned or leased, and rights to payment or to enforce payment all spare parts and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liabilitytools; (g) any refund of costs or expenses borne by Sellers all contracts and not by Buyeragreements relating to swaps, futures and other similar derivative-based transactions; (h) all master services agreements (including any Tax creditspurchase orders and work orders thereunder), refunds field data collection agreements and similar contracts and agreements for the supply of services or abatements or products both to the Properties and to other Tax properties, assets or Tax benefits businesses of Sellers (other than those allocated to Buyer under Section 7.06)Seller; (i) all corporate, financial, Income Tax, legal (including all work product of, and attorney-client communications with, Seller’s (or any prepayments of its affiliates’) legal counsel) and other business data and records of Seller that relate to Seller’s business generally (or good faith or other deposits submitted by the business of any Third Party under the terms of the Bid Procedures OrderSeller’s affiliates); (j) any of Sellers’ rights, all audit-related claims and causes audit-related obligations associated with the Properties by or against the Seller related to periods of action under time prior to the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights;Effective Time; and (k) all data and records relating to any sale of the name “Basic Energy” Properties, including bids received from, and all variations and derivations thereof records of negotiations with, any person other than Buyer and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts its affiliates or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreementrepresentatives.

Excluded Assets. Any assets of Sellers that are not The Purchased Assets to be transferred by Seller hereunder shall include only those described on otherwise identified as Assets or referred to in Section 2.012. 01. Notwithstanding anything herein to the contrary, together with all Seller shall not, and is not hereby agreeing to sell, assign, convey, transfer, or deliver to Buyer any of Seller's right, title and interest in, to or under any of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein below, listed below ( the “"Excluded Assets”):"): --------------- (a) all cash or cash equivalents, whether on hand at the premises, in banks or in transit between accounts of Seller and cash equivalents of Sellerswhether or not relating to the operation on the Assets; (b) all corporate and financial records the bank accounts, deposit accounts or similar accounts of Sellers (other than the Data contemplated by Section 2.01(f)) and all Excluded RecordsSeller; (c) any and all Contracts policies of insurance or indemnity, subject to Section 10.01surety bonds of the Seller; (d) all proceeds, income accounts receivable of Seller (except any relating to reimbursement from operators under the Drilling Contracts for loss or revenues attributable damage to the Assets, other than proceeds received on account any of the Acquired Accounts Receivable, with respect to any period Purchased Assets which receivables shall be the property of time prior to the Closing DateBuyer); (e) any and all rights, claims, demands accruals as of the Closing Date for income taxes and causes of action of Sellers under this Agreementdeferred income taxes; (f) all rights, claims (including any claim as defined choses in section 101 of the Bankruptcy Code), causes, causes of action, remediesclaims, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by Buyer; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and or rights of Seller to recover or offset of any Avoidance Actions in which Sellers have kind or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights character arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable except as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily such may arise in connection with the business of Sellers other than the BusinessDrilling Contracts or Other Contracts; and (zg) all rights to payments, prepayments, prepaid expenses, deposits and the like to the extent the same arise under any assets Drilling Contracts or properties otherwise expressly identified as Excluded Assets under this Agreement.Other Contracts and are attributable to work performed by Seller prior to the Closing Date

Excluded Assets. Any assets of Sellers that are not described on or otherwise identified as Assets in Section 2.01, together with all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein below, the “Excluded Assets”): (a) all cash and cash equivalents of Sellers; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f2.01(i)) and all Excluded Records; (c) all Contracts of insurance or indemnity, subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) all rights, claims, demands and causes of action of Sellers under this Agreement; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers and not by BuyerSellers; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d2.01(f); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) except for the Office Equipment, all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex CE, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Any Notwithstanding any provision herein to the contrary, the Sellers shall not sell, convey, assign, transfer or deliver to the Buyer, and the Buyer shall not purchase, and the Purchased Assets shall not include the Sellers' right, title and interest to the following assets of the Sellers that are not described on otherwise identified as Assets in Section 2.01, together with all of (the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets as described herein below, the “"Excluded Assets”"): (a) cash (including all cash and residing in any collateral cash account securing any obligation or contingent obligation of the Sellers after giving effect to the Closing), cash equivalents and bank deposits existing as of Sellersthe Closing Date, subject to the Buyer's rights under Section 2.1(e); (b) all corporate any equity interests issued by the Sellers and financial records of Sellers (other than the Data contemplated by Section 2.01(ftheir Subsidiaries and those equity interests set forth on Schedule 2.2(b)) and all Excluded Records; (c) all Contracts rights to any Tax refunds of insurance any of the Sellers, whether such refund is received as a payment or indemnity, subject to Section 10.01as a credit against future Taxes and any net operating losses of the Sellers; (d) all proceedsthe Sellers' claims, income or revenues attributable causes of action, choses of action and rights of recovery pursuant to the Assets, other than proceeds received on account Sections 544 through 550 and Section 553 of the Acquired Accounts ReceivableBankruptcy Code, with respect any other avoidance actions under any other applicable provisions of the Bankruptcy Code and the claims, causes of action, choses of action and rights of recovery, including claims relating to any period of time prior to the Closing DateLucent Technologies, Inc., set forth on Schedule 2.2(d); (e) all rightssubject to Section 6.2(c), claimsthe corporate charter, demands qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and causes other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of action each Seller as a corporation or a limited liability company, as the case may be, any books, records or the like of Sellers under this Agreementthe Sellers; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Codeassets set forth on Schedule 2.2(f), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) all of the agreements to which any refund of costs or expenses borne by the Sellers is a party which are not Assumed Agreements and any and all customer deposits, customer advances and credits and security deposits related to any such agreements which are not by BuyerAssumed Agreements; (h) the rights of each Seller under this Agreement and any Tax credits, refunds or abatements or other Tax assets or Tax benefits agreements between any of the Sellers (other than those allocated and the Buyer relating to Buyer under Section 7.06)the transactions contemplated hereby; (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms all of the Bid Procedures Orderreal, personal, tangible or intangible property (including Intellectual Property) or assets owned by the Excluded Subsidiaries except to the extent that such property or assets relate to the Business; (j) any of Sellers’ rights, claims and causes of action under all prepaid workers compensation premiums (other than the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rightsportion relating to the Transferred Employees); (k) the name “Basic Energy” all accounts receivable, notes and other amounts receivable relating to third parties, together with any interest or unpaid financing charges accrued thereon and all variations and derivations thereof and any Trademarks containing any of proceeds thereof, set forth on Schedule 2.2(k) (the foregoing"Excluded Receivables"); (l) all Contracts and claims against current or former directors, officers or other assets listed on Schedule 2.02(l)employees of, or agents, accountants or other advisors of or to, any of the Sellers; (m) the rights of the Sellers under the terms of the $7,500,000 original principal amount subordinate note issued on October 3, 2001 by Wam!Net Inc. and Wam!Net Government Services, Inc. to Winstar Wireless, Inc. and any executory contracts or unexpired leases that are not Desired 365 Contractsequity of Wam!Net Inc. held by the Sellers; (n) all Existing Letters the rights of Credit and cash deposits and proceeds of such Existing Letters of Credit;the Sellers under the AON Sublease, subject to Section 2.7; and (o) all equipment the Excess Inventory and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this AgreementEquipment.

Excluded Assets. Any assets of Sellers that are not described on otherwise identified as The Purchased Assets in Section 2.01, together with all of shall exclude the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement assets (such assets as described herein below, the “"Excluded Assets”"): (a) all Each Seller’s cash and cash equivalents on hand as of Sellers; (b) all corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(f)) Closing Date and all Excluded Records; other cash and cash equivalents in any of each Seller’s bank or savings accounts; any insurance policies, letters of credit, or other similar items and cash surrender value in regard thereto; any stocks, bonds, certificates of deposit and similar investments; and all prepaid expenses and assets (cincluding deposits) all Contracts of insurance or indemnity, subject to Section 10.01; (d) all proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Acquired Accounts Receivable, with respect to any period of time paid prior to the Closing Date; (b) Each Seller’s corporate name, any books and records which each Seller is required by law to retain, all records relating to the excluded assets described in this Section 2.2 and to each Seller’s accounts payable and accounts receivable and general ledger records, and each Seller’s corporate minute books and other books and records relating to each Seller’s internal corporate matters; (c) Any pension, profit-sharing, or employee benefit plans, and any collective bargaining agreements; (d) The Accounts Receivable; (e) all rights, Any claims, demands rights and causes interest in and to any refunds of action federal, state or local franchise, income or other taxes or fees of Sellers under this Agreementany nature whatsoever, or refunds from any other Governmental Authorities or third parties (including utilities), in each case for periods prior to the Closing Date; (f) all rights, claims (including any claim as defined in section 101 of the Bankruptcy Code), causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time All property listed on or after the Closing Date or any Assumed LiabilitySchedule 2.2; (g) any refund of costs or expenses borne by Sellers and not by BuyerAny intercompany receivables; (h) All current and prior insurance policies and all rights of any Tax creditsnature with respect thereto, refunds including all insurance proceeds received or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated receivable thereunder and rights to Buyer under Section 7.06)assert claims with respect to any such insurance recoveries; (i) any prepayments or good faith or All personnel records (including all human resources and other deposits submitted records) of each Seller relating to employees of such Seller that such Seller is required by any Third Party under the terms of the Bid Procedures Order;applicable law to retain in its possession; and (j) any of Sellers’ All rights, claims and causes of action under in favor of each Seller and the Bankruptcy Code and any Avoidance Actions in which Sellers have Stations that arise out of or will have rights; (k) are related to the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any operations of the foregoing; (l) all Contracts and other assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of Credit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(d); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or otherwise with respect to (i) any period Stations prior to the Closing Date, with respect to the Assets or (ii) any of the Excluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex C, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this AgreementClosing.