Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(aSchedule 5.9(a) lists all of the Company Disclosure Letter sets forth a true and complete list, as of following Business Agreements (the date of this Agreement, of:“Material Contracts”): (i) each agreement, ordinance, or other than grant of any municipal, town or county franchise relating to the Business (A) contracts providing the “Franchises”), except for such Franchises, the acquisitionabsence of which would not, purchase, sale, funding, pledging individually or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of businessaggregate, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or have a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000Material Adverse Effect; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or all agreements between Seller and any of their respective its Affiliates with respect to ownthe Business, operatePurchased Assets or Assumed Obligations, sell, transfer, pledge or otherwise dispose including all such agreements for the provision of any businessescommodities, securities goods, or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)services; (iii) each contract relating to outstanding Indebtedness all agreements between Seller and one or more Business Employees that provides for (A) employment other than on an at-will basis, (B) bonus or commitments incentive compensation, or guarantees in respect thereof(C) any retention, severance or change of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000control payment; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap all collective bargaining agreements or other contract or agreement relating to a forwardagreements with any labor union, swap employees’ association or other hedging transaction employee representative of any type, unless entered into for bona fide hedging purposes a group of Business Employees (collectively, “Hedging ContractsCollective Bargaining Agreements”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-competeall leases, non-solicitsubleases, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations licenses or other agreements of the relevant parties by which any right to substantiate the acquisition of use or occupy any MSR Investment and any related MSR Purchase Agreement and (E) any consent interest in real property is granted by or agreement (via acknowledgment agreementto Seller, subordination of interest agreementexcept for such leases, bifurcation agreement subleases, licenses or otherwise) from an Agency with respect to any MSR Investment. (b) Collectivelyother agreements, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as existence or absence of which would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect and that do not individually involve expenditures in excess of $150,000 in any year; (vi) all agreements that individually involve expenditures in excess of $150,000 in any year; (vii) all agreements for or relating to Indebtedness, or pursuant to which any Encumbrance is granted in or to any of the Purchased Assets; (viii) all agreements providing for the extension of credit by Seller, other than (A) the extension of credit to vendors in the ordinary course of business consistent with past practice, and (B) normal employee advances and other customary extensions of credit in the ordinary course that are not material in amount; (ix) all agreements granting to any Person any right or option to purchase or otherwise acquire any of the Purchased Assets, including rights of first option, rights of first refusal, or other preferential purchase rights; (x) all agreements restricting the right of Seller to compete with any Person or in any line of business or geographic area; or (xi) all partnership, joint venture and joint ownership agreements, and all similar material agreements (however named) involving a sharing of assets, profits, losses, costs or liabilities. (b) Seller has made available to Buyer copies of all Material Contracts, together with all amendments, waivers, or other changes thereto, which are correct and complete in all material respects. Except as set forth on Schedule 5.9(b), (i) each Company Material Contract is legala valid and binding obligation of Seller, valid, binding and enforceable against it in accordance with its terms on the Companyterms, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge Seller’s Knowledge, is a valid and binding obligation of the Company, each other party thereto, enforceable against it in accordance with its terms, in each case except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally, and is in full force and effect, subject, as to enforceability(ii) neither Seller nor, to Creditors’ Rights. Except as Seller’s Knowledge, any other party thereto is (or, upon the passage of time or the giving of notice, or both, would not reasonably be expected be) in material default under or breach of any Material Contract. (c) All agreements entered into or otherwise utilized by Seller for the purchase, supply, transmission, transportation, storage and delivery of natural gas or other energy commodities, or for the management of price or other risks associated therewith, in each case that relate principally to havethe Business, have been approved by or otherwise satisfy all requirements of the Applicable Commissions. (d) Seller has all Franchises and other rights required under applicable Law to provide natural gas distribution service to retail distribution customers located within the Territory, except for such Franchises, the absence of which would not, individually or in the aggregate, have a Company Material Adverse Effect. (e) Schedule 5.9(e) sets forth a list of each contact and agreement, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default other than Business Agreements to be assigned to Buyer hereunder, under any Company Contract nor, which expenditures allocable to the knowledge Business exceed $250,000 in any year or that is otherwise material to the operation of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company ContractBusiness.

Material Contracts. (a) Except for this Agreement, the Rowan Benefit Plans, agreements with customers for the provision of drilling and related services, agreements filed as exhibits to the Rowan SEC Documents or as set forth on the applicable subsection of Section 4.16(a3.19(a) of the Company Rowan Disclosure Letter sets forth a true and complete listSchedule, as of the date hereof, neither Rowan nor any of this Agreement, ofits Subsidiaries is a party to or bound by: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) imposes any restriction on the right or ability of Rowan or any of its Subsidiaries to compete with any other person or in any geographic area or acquire or dispose of the securities of another person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of Rowan and its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of Rowan or any of its Subsidiaries in an amount in excess of $50.0 million, except any transaction among Rowan and its wholly owned Subsidiaries or among Rowan’s wholly owned Subsidiaries; (iv) any executory Contract that provides for the acquisition or disposition of assets, rights or properties with a value in excess of $50.0 million, except any transaction among Rowan and its wholly owned Subsidiaries or among Rowan’s wholly owned Subsidiaries; (v) any material joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any material joint venture, partnership or limited liability company, other than any such Contract solely between Rowan and its Subsidiaries or among Rowan’s Subsidiaries; (vi) any Contract expressly limiting or restricting the ability of Rowan or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vii) any Contract that obligates Rowan or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than any loan or capital contribution to, or investment in, (A) Rowan or one of its Subsidiaries or (B) any person (other than an officer, director or employee of Rowan or any of its Subsidiaries) that is less than $50.0 million to such person; (viii) any Contract that by its terms calls for aggregate payments by or to Rowan or any of its Subsidiaries of more than $50.0 million in the aggregate over the remaining term of such Contract, except for (A) Contracts with a customer and (B) any such Contract that may be cancelled by Rowan or any of its Subsidiaries with a penalty or other liability of less than $10.0 million to Rowan or any of its Subsidiaries, upon notice of 60 days or less; (ix) any Contract that involves, or is reasonably expected in the future to involve, annual revenues of $50.0 million; (x) any Contract providing for drilling unit construction, repair, modification, life extension, overhaul or conversion for an amount in excess of $50.0 million; (xi) any Contract with a customer with a remaining duration of greater than 180 days, including fixed price customer options; (xii) any Contract that includes any affiliate of Rowan as a counterparty or third party beneficiary and that would be required to be disclosed under Item 404 of Regulation S-K of the Exchange ActSEC; (xiii) not otherwise described any Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in this Section 4.16(apayments after the date hereof by Rowan or any of its Subsidiaries in excess of $50.0 million; (xiv) any lease or sublease with respect to the Company or any Subsidiary a Rowan Leased Real Property with remaining payments in excess of the Company$10.0 million; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (Cxv) any agreement for Contract the loss or breach of which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Rowan Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a) of Except for the Company Disclosure Letter sets forth Contracts disclosed in Schedule 3.12 attached hereto, with respect to the System, the System Operations or any Purchased Assets, Seller is not a true and complete list, as of the date of this Agreement, ofparty to or bound by: (i) other than any lease (Awhether of real or personal property) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess annual rentals of $250,00025,000 or more; (ii) each contract any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for either (A) annual payments by Seller of $25,000 or more or (B) aggregate payments by Seller of $50,000 or more; (iii) any sales, distribution or other similar agreement providing for the sale by Seller of materials, supplies, goods, services, equipment or other assets that grants provides for either (A) annual payments to Seller of $25,000 or more or (B) aggregate payments to Seller of $50,000 or more; (iv) any right partnership, joint venture or other similar agreement or arrangement (other than the agreement of first refusal limited partnership of Seller); (v) any agreement relating to indebtedness for borrowed money or right the deferred purchase price of first offer property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement (A) with an aggregate outstanding principal amount not exceeding $25,000 and which may be prepaid on not more than 30 days notice without the payment of any penalty and (B) entered into subsequent to the date of this Agreement as permitted by Section 306 hereof; (vi) any option, license, franchise or similar agreement; (vii) any agency, dealer, sales representative, marketing or other similar agreement; (viii) any agreement that limits the ability freedom of the Company, Seller to compete in any Subsidiary line of the Company business or with any of their respective Affiliates Person or in any area or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any businesses, securities Purchased Asset or assets (other than provisions requiring notice which would so limit the freedom of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of Buyer after the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries)Closing Date; (ix) each contract between any agreement with or among for the Company or benefit of any Subsidiary Affiliate of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand;Seller; or (x) each contract that obligates any other agreement, commitment, arrangement or plan not made in the Company or any ordinary course of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under business which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company System or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying Purchased Assets taken as a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investmentwhole. (b) Collectively, the contracts set forth Each Contract disclosed in any schedule to this Agreement or required to be disclosed pursuant to this Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that 3.12 is a party thereto and, to the knowledge valid and binding agreement of the Company, each other party thereto, Seller and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract Seller nor, to the knowledge of the CompanySeller, is any other party to thereto is in default or breach in any material respect under the terms of any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1Contract, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR EntitySeller, has received written any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default thereunder. No waiver, indulgence or postponement of any material violation of or material default obligations under any Company Contractlease has been granted by Seller or, to the knowledge of Seller, by any other Person. Seller has been and presently is in peaceable possession under all such leases since acquiring its interest in the leasehold. True and complete copies of each such written Contract have been delivered to Buyer.

Material Contracts. (a) Section 4.16(aExcept for Contracts relating to the Retained Assets, which will not be assumed by Acquirer, Schedule 3.15(a) of the Company Contributor Disclosure Letter sets forth a true and complete list, Schedule lists the following Contracts as of the date of this AgreementExecution Date (such Contracts, of:collectively, the “Propane Xxxxx Xxxxxxxx Contracts”): (i) any Contract between any Propane Group Entity or Inergy Sales, on the one hand, and NRGY or any Affiliate of NRGY (other than (A) contracts providing for the acquisitionPropane Group Entities or Inergy Sales), purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by on the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000hand; (ii) each contract any Contract that grants contains any right of first refusal provision or right of first offer covenant which restricts any Propane Group Entity or that limits the ability of the Company, Inergy Sales from engaging in any Subsidiary of the Company lawful business activity or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage competing in any line of business or with any Person or in any geographic areaarea or during any period of time after the Execution Date; (iii) any Contract that relates to the creation, incurrence, assumption or guarantee of any Indebtedness by any Propane Group Entity or Inergy Sales with an aggregate principal amount exceeding $100,000; (iv) any Contract in respect of the formation of any partnership or joint venture or that otherwise relates to the joint ownership or operation of the assets owned by any of the Propane Group Entities or Inergy Sales; (v) any Contract of the Propane Group Entities or Inergy Sales that includes the acquisition or sale of assets (other than Contracts for Inventory entered into in the ordinary course of business) (A) with a value in excess of $5,000,000 or (B) pursuant to which any Propane Group Entity or Inergy Sales has continuing “earn-out” or similar obligations (in either case, whether by merger, sale of stock, sale of assets or otherwise); (vi) any Contract or commitment that involves a sharing of profits by any Propane Group Entity or Inergy Sales with any other Person; (vii) each contract pursuant any Contract that otherwise involves the annual payment or sale by or to which the Company or any Subsidiary of the Company may Propane Group Entities or Inergy Sales of more than $500,000 or 250,000 gallons of propane, respectively, and that cannot be obligated to issue terminated by the Propane Group Entities or repurchase Inergy Sales on ninety (90) days’ or less notice without the payment by the Propane Group Entities or Inergy Sales of any Company Capital Stock or any capital stock material penalty or other equity interests in any Subsidiary of the Companyfurther payment; (viii) each partnership, joint venture, limited liability company all Contracts with independent contractors or strategic alliance agreement consultants (or similar arrangements) to which the Company any Propane Group Entity or a Subsidiary of the Company Inergy Sales is a party involving annual payments in excess of $100,000 and that cannot be cancelled by such Propane Group Entity or Inergy Sales without penalty or further payment and without more than thirty (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries)30) days’ notice; (ix) all Contracts with any Governmental Authority pursuant to which a Propane Group Entity or Inergy Sales has an obligation to sell propane in quantities that are in excess of 250,000 gallons; (x) any Contract involving annual payments in excess of $100,000 that contains most favored nations provisions or grants any exclusive rights, rights of first refusal, rights of first negotiation, participation or similar rights to any Person with respect to any assets or business opportunity of any Propane Group Entity or Inergy Sales; (xi) any lease of personal property under which any Propane Group Entity or Inergy Sales is lessee (A) providing for the payment by such Propane Group Entity or Inergy Sales of annual rent of $50,000 or more that cannot be terminated by such Propane Group Entity or Inergy Sales on less than ninety (90) days’ notice without the payment by the Propane Group Entities or Inergy Sales of any material penalty or other further payment; (xii) any agreement for the purchase by any Propane Group Entity or Inergy Sales of propane, heating oil, distillates, materials, supplies, goods, services, equipment or other assets with a value in excess of $100,000 that cannot be terminated by such Propane Group Entity or Inergy Sales on less than ninety (90) days’ notice without the payment by such Propane Group Entity or Inergy Sales of any material penalty or other further payment; (xiii) any Contract relating to the transportation or storage of propane or the products therefrom, or the provision of services related thereto (including any operation, operation servicing or maintenance Contract) in each contract between case pursuant to which any Propane Group Entity or among Inergy Sales receives annual revenues or makes annual payments in excess of $100,000; (xiv) any collective bargaining agreement to which any Propane Group Entity or Inergy Sales is a party; (xv) except for employment agreements relating to Excluded Employees, any employment agreement with a divisional president, senior vice president or Director–Fleet/Asset Management of any Propane Group Entity; (xvi) any Contract under which any Propane Group Entity or Inergy Sales is obligated to purchase or sell a specified volume of propane in excess of 250,000 gallons over the Company remaining term of such Contract, including any requirements contracts, “take-or-pay” or “ship-or-pay” Contracts; (xvii) any Subsidiary Hedging Agreement; (xviii) all licenses of Intellectual Property (A) from a Propane Group Entity or Inergy Sales to any third party and (B) to a Propane Group Entity or Inergy Sales (or a Contributor Party if utilized in or for the benefit of the CompanyPropane Business) from any third party, on in each case, (1) pursuant to which any Propane Group Entity or Inergy Sales receives annual revenues or makes annual payments in excess of $100,000 and (2) excluding licenses associated with off-the-shelf software; (xix) any Contract between any of the one hand, Propane Group Entities or Inergy Sales and any officer, director or Affiliate of any of the Propane Group Entities or Inergy Sales (other than a wholly owned Subsidiary the NRGY Entities) or any immediate family member of any of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Companyforegoing; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (Cxx) any agreement for Contract not specified above pursuant to which rights in the MSR Investment are pledged any Propane Group Entity or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, Inergy Sales has an obligation (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement payment or otherwise) from an Agency with respect to any MSR Investmentexceeding $500,000. (b) Collectively, the contracts Except as set forth in Section 4.16(aon Schedule 3.15(b) are herein referred to as of the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectContributor Disclosure Schedule, each Company Propane Xxxxx Xxxxxxxx Contract has been made available to Acquirer, subject to the Clean Team Agreement, and (i) is legal, valid, a valid and binding obligation of the Propane Group Entity or Inergy Sales that is party thereto and (ii) is in full force and effect and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entityagainst such Propane Group Entity or Inergy Sales, as applicable, that is a party thereto and, to the knowledge Knowledge of the CompanyContributor Parties, each the other party parties thereto, and is except in full force and effect, subjecteach case, as to enforceability, to enforcement may be limited by Creditors’ Rights. Except as would not reasonably be expected to have, individually . (c) None of Inergy Sales or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract Propane Group Entities nor, to the knowledge Knowledge of the CompanyContributor Parties, is any other party to any such Company Propane Xxxxx Xxxxxxxx Contract is in default or breach, in any material respect, thereunder and no event has occurred that (i) with the giving of notice or the passage of time or both would constitute a breach or default thereunder. Complete and accurate copies of each Company Contract default, in effect as of the date hereof (including all amendments and modifications) have been furnished to any material respect, by Inergy Sales or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries norsuch Propane Group Entity or, to the knowledge Knowledge of the CompanyContributor Parties, any MSR Entityother party to any Propane Xxxxx Xxxxxxxx Contract, has received written notice of any material violation of or material default (ii) would permit termination, modification or acceleration under any Company ContractPropane Xxxxx Xxxxxxxx Contract by the counterparty thereto.

Material Contracts. (a) Section 4.16(a) 3.12 of the Company Seller Disclosure Letter sets forth a true and complete listforth, as of the date Contract Date, a true, complete and correct list of this Agreementthe following Contracts to which MONY or, of:to the extent applicable to the Business, MLOA is a party or by which any of such entity’s assets (other than the Excluded Assets) are bound (collectively, and together with the Ceded Reinsurance Contracts and all Contracts required to be listed on Section 3.21(h) of the Seller Disclosure Letter, the “Material Contracts”): (ia) other than each Contract the performance of which is expected to involve amounts payable by MONY, Purchaser or any of their Affiliates subsequent to the Closing Date in excess of $500,000 in the aggregate or $100,000 in any twelve-month period or which are not terminable on 90 calendar days’ notice or less without penalty or premium; (Ab) contracts providing for Contracts that restrict the acquisitionability of MONY or MLOA or any of MONY’s Affiliates (determined after giving effect to the Closing) to freely conduct the Business or which contain any covenant not to compete in any line of business, purchasein any geographic area or with any Person or obligating MONY, saleor following the Closing, fundingPurchaser or any of its Affiliates, pledging to conduct any business on an exclusive basis with any Person; (c) Contracts under which MONY has loaned or divestiture borrowed money or guaranteed, directly or indirectly, borrowings of Company Portfolio Securities entered into money by the Company, its Subsidiaries or the MSR Entities any Person (excluding investment portfolio transactions in the ordinary course of business, and (B) repurchase contracts entered pursuant to business consistent with the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000Investment Guidelines); (iid) each contract that grants any right of first refusal or right of first offer or that limits (i) Contracts between MONY, on the ability of the Companyone hand, any Subsidiary of the Company and Parent, Seller or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice MONY), on the other hand, (ii) any guarantee by MONY in favor of or consent to assignment by in respect of any counterparty theretoobligations of Parent, Seller or any of their Affiliates (other than MONY); , (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company any guarantee by Parent, Seller or any of its Subsidiaries Affiliates (whether incurred, assumed, guaranteed or secured by any assetother than MONY) in excess favor of $250,000; or in respect of any obligations of MONY and (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party Contract (other than any such agreement solely an Insurance Contract) between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the CompanyMONY, on the one hand, and any officer, director or officer of MONY (or any Affiliate of such a director or officer (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange ActMONY)), on the other hand; (xe) each contract that obligates Contracts pursuant to which any Lien, other than a Permitted Lien, is placed or imposed on any material asset of MONY; (f) Contracts material to the Company Business under which (i) MONY licenses to any Person any material Owned Intellectual Property and (ii) any Person licenses to MONY any material Intellectual Property; (g) partnership, joint venture or limited liability company agreements (excluding investment portfolio transactions in the ordinary course of business); (h) any investment advisory Contract or any other Contracts relating to investment management, investment advisory or subadvisory services to which MONY is a party; (i) any Contract under which MONY, on behalf of one or more of its Separate Accounts, invests in, or provides services to, a registered mutual fund or other collective investment fund, including any Contract under which MONY receives any payment from such funds or any of its Subsidiaries to indemnify any past respective Affiliates or present directors, officers or employees of the Company or any of its Subsidiariesshareholders; (xij) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant any Contract for the provision of administrative services with respect to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective TimeInsurance Contract; (xiik) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect any Contract, entered into on or after July 8, 2004, that relates to the Company acquisition or disposition by MONY of any business or operations, capital stock or assets of any Person or any Subsidiary real estate as to which there are any material ongoing obligations of MONY; (l) any Contract relating to any material derivative transaction (other than in accordance with the CompanyInvestment Guidelines); and (xiiim) each contract evidencing an interest any other Contract that is material to the Business and is not terminable upon 90 calendar days’ written notice without penalty or premium. Each of the Material Contracts is in full force and effect and constitutes a legal, valid and binding obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR InvestmentMONY and, to the extent Knowledge of Seller, each other party thereto, MLOA or their applicable Affiliates (as applicable) enforceable against MONY, MLOA or such MSR Investment is entered into between Affiliates and, to the CompanyKnowledge of Seller, each other party thereto in accordance with its Subsidiaries or terms, subject to the Enforceability Exceptions. Neither MONY nor any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition its Affiliates has received written notice of cancellation of any MSR Investment and any related MSR Purchase Agreement and (E) any consent Material Contract. There exists no breach or agreement (via acknowledgment agreement, subordination event of interest agreement, bifurcation agreement or otherwise) from an Agency default with respect to any MSR Investment. (b) CollectivelyMaterial Contract on the part of MONY, MLOA or such Affiliates or, to the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as Knowledge of Seller, any other party thereto, except for such breaches or defaults that would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Business Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a) of Other than the Company Disclosure Letter sets forth Transaction Documents, documents in connection with the Permitted Indebtedness, Existing Indebtedness and Existing Security and those Contracts as Disclosed in the Target SEC Filings, no Group Member is a true and complete listparty to, or bound by as of the date of this Agreementsuch representation is being made, ofany Material Contract (as defined below). The following Contracts shall be deemed to be “Material Contracts”: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities any Contract entered into by the Company, its Subsidiaries or the MSR Entities otherwise than in the ordinary course of business, and (B) repurchase contracts entered pursuant to including the Company’s existing master repurchase agreements (as in effect as of Service Agreements with the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000Partners; (ii) each any agreement or arrangement otherwise than by way of negotiation at arm’s length having a total contract that grants any right of first refusal value greater than US$10,000,000 (or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (its equivalent in other than provisions requiring notice of or consent to assignment by any counterparty theretocurrencies); (iii) each contract relating to outstanding Indebtedness (any sale or commitments purchase option or guarantees in respect thereof) of the Company similar Contract or arrangement affecting any of its Subsidiaries (whether incurred, assumed, guaranteed material Assets owned or secured used by any asset) in excess of $250,000Group Member or by which any Group Member is bound; (iv) each contract to any Contract which the Company cannot readily be fulfilled or a Subsidiary performed by any Group Member on time or without undue or unusual expenditure of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”)US$1,000,000; (v) each employment contract any Contract which Issuer Group does not have the technical and other capabilities or the human and material resources to which enable it to fulfill, perform and discharge all its outstanding obligations in the Company or ordinary course of business without realizing a Subsidiary loss of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any least US$1,000,000 on closing of its Subsidiariesperformance; (vi) each contract containing any non-compete, non-solicit, exclusivity Contract substantially restricting the freedom of any Group Member to provide and take goods and services or similar type of provision that materially restricts the ability of the Company or any of to manage its Subsidiaries (including Parent upon consummation of the Transactions) own business affairs by such means and from and to compete or otherwise engage in any line of business or with any Person or geographic areasuch persons as it may from time to time think fit; (vii) each contract any Contract pursuant to which (a) any Group Member incurs Indebtedness with the Company aggregate amount of principal and interest payments greater than US$10,000,000 or (b) any Subsidiary of the Company may be obligated to issue or repurchase Group Member provides any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Companyguarantee; (viii) each partnershipany Contract whereby any Group Member is, or has agreed to become, a member of any joint venture, limited liability company consortium or strategic alliance agreement to which the Company partnership or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries)unincorporated association; (ix) each contract between any Contract whereby any Group Member is, or among the Company has agreed to become, a party to any distributorship or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other handagency agreement; (x) each contract any Contract that obligates the Company is void, illegal, unenforceable or which contravene any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiariesapplicable laws and regulations; (xi) each vendorany Contract that prohibits or materially restricts the sale, supplier disposal or third party consulting or similar contract not otherwise described in this Section 4.16(a) that transfer of any Equity Securities (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Timeinterests therein) owned by Target; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company any shareholder agreements, joint venture agreements or any Subsidiary of the Company; andpartnership agreements; (xiii) each contract evidencing an interest any employment contracts or obligation arrangements with senior managers of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contract.Target; or

Material Contracts. (a) Section 4.16(a) None of the Company Disclosure Letter sets forth Seller Entities, nor any of their respective Assets, businesses, or operations, is a true and complete listparty to, as of the date of this Agreementor is bound by or receives benefits under, of: any Contract (whether written or oral), (i) that is either material to any Seller Entity or that would be required to be filed as an exhibit to a Form 10-K filed by any Seller Entity with the SEC if the Seller Entity were required to file or voluntarily filed such Form 10-K, (ii) that is an employment, severance, termination, consulting, or retirement Contract, (iii) relating to the borrowing of money by any Seller Entity or the guarantee by any Seller Entity of any such obligation (other than (A) contracts providing for Contracts evidencing deposit liabilities, purchases of federal funds, fully secured repurchase agreements, advances and loans from the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of businessFederal Home Loan Bank, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreementstrade payables, in each case in the ordinary course Ordinary Course) in excess of $50,000, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements, (iv) which prohibits or restricts any Seller Entity (and/or, following consummation of the Company’s businesstransactions contemplated by this Agreement, each mergerany Buyer Entity) from engaging in any business activities in any geographic area, line of business combinationor otherwise in competition with any other Person, (v) relating to the purchase or sale of any goods or services by a Seller Entity (other than Contracts entered into in the Ordinary Course and involving payments under any individual Contract not in excess of $75,000 over its remaining term or involving Loans, borrowings or guarantees originated or purchased by any Seller Entity in the Ordinary Course), (vi) which obligates any Seller Entity to conduct business with any third party on an exclusive or preferential basis, or requires referrals of business or any Seller Entity to make available investment opportunities to any Person on a priority or exclusive basis, (vii) which limits the payment of dividends by any Seller Entity, (viii) pursuant to which any Seller Entity has agreed with any third parties to become a member of, manage or control a joint venture, partnership, limited liability company or other similar entity, (ix) pursuant to which any Seller Entity has agreed with any third party to a change of control transaction such as an acquisition, purchasedivestiture or merger or contains a put, call or similar right involving the purchase or sale of any equity interests or divestiture contract to Assets of any Person and which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including indemnification, “earnoutearn-out” or other contingent payment obligations) that would reasonably be expected are still in effect, (x) which relates to result in the receipt or making Intellectual Property of future payments in excess of $250,000; Seller, (iixi) each contract that grants between any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the CompanySeller Entity, on the one hand, and (A) any officer or director of any Seller Entity, or (B) to the Knowledge of Seller, any (1) record or beneficial owner of five percent or more of the voting securities of Seller, (2) Affiliate or family member of any such officer, director or record or beneficial owner or (3) any other Affiliate of Seller, on the other hand, except those of a type available to employees of Seller generally, (other than xii) that provides for payments to be made by any Seller Entity upon a wholly owned Subsidiary of the Companychange in control thereof, (xiii) of the Company or any of its Subsidiaries that may not be canceled by Buyer, Seller or any of their respective Subsidiaries (A) at their convenience (subject to no more than 90 days’ prior written notice), or (B) without payment of a penalty or termination fee equal to or greater than $50,000 (assuming such Contract was terminated on the Closing Date), (xiv) containing any standstill or similar agreement pursuant to which Seller has agreed not to acquire Assets or equity interests of another Person, (xv) that provides for indemnification by any Seller Entity of any Person, except for non-material Contracts entered into in the Ordinary Course, (xvi) with or to a labor union or guild (including any collective bargaining agreement), (xvii) that grants any “associatesmost favored nation” right, right of first refusal, right of first offer or “immediate family” members similar right with respect to any material Assets, or rights of any Seller Entity, taken as a whole, (xviii) that would be terminable other than by a Seller Entity or under which a material payment obligation would arise or be accelerated, in each case as such terms are defined in Rule 12b-2 and Rule 16a-1 a result of the Exchange ActMerger or the announcement or consummation of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional acts or events), (xix) any other Contract or amendment thereto that is material to any Seller Entity or their respective business or Assets and not otherwise entered into in the Ordinary Course, (xx) any Seller Benefit Plans, pursuant to which any of the benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution or delivery of this Agreement, the obtainment of the Seller Shareholder Approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of benefits under which will be calculated on the other hand; (x) each contract that obligates the Company or basis of any of its Subsidiaries to indemnify the transactions contemplated by this Agreement, (xxi) that is a settlement, consent or similar Contract and contains any past material continuing obligations of any Seller Entity, or present directors(xxii) that is a consulting Contract or data processing, officers software programming or employees licensing Contract involving the payment of more than $50,000 per annum (other than any such contracts which are terminable by any Seller Entity on 30 days or less notice without any required payment or other conditions, other than the condition of notice). Each Contract of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise type described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”4.20(a), (C) any agreement for which rights whether or not set forth in Seller’s Disclosure Memorandum, together with all Contracts referred to in Sections 4.13 and 4.19(a), are referred to herein as the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment“Seller Contracts.” (b) Collectively, With respect to each Seller Contract: (i) the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Seller Contract is legal, valid, valid and binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, Seller Entity and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or effect and is enforceable in the aggregate, a Company Material Adverse Effect, neither the Company nor any of accordance with its Subsidiaries nor any MSR terms; (ii) no Seller Entity is in breach Default thereunder; (iii) no Seller Entity has repudiated or default under waived any Company Contract nor, to the knowledge material provision of the Company, is any such Seller Contract; (iv) no other party to any such Company Seller Contract is, to the Knowledge of Seller, in breach Default or default has repudiated or waived any material provision thereunder. Complete ; and accurate (v) there is not pending or, to the Knowledge of Seller, threatened cancellations of any Seller Contract. (c) Seller has made available true, complete and correct copies of each Company Seller Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parenthereof. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge All of the Company, any MSR Entity, has received written notice indebtedness of any material violation of Seller Entity for money borrowed is prepayable at any time by such Seller Entity without penalty or material default under any Company Contractpremium.

Material Contracts. (a) Section 4.16(aSchedule 5.9(a) lists all of the Company Disclosure Letter sets forth a true and complete list, as of following Business Agreements (the date of this Agreement, of:“Material Contracts”): (i) each agreement, ordinance, or other than grant of any municipal, town or county franchise relating to the Business (A) contracts providing the “Franchises”), except for such Franchises, the acquisitionabsence of which would not, purchase, sale, funding, pledging individually or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of businessaggregate, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or have a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000Material Adverse Effect; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or all agreements between Seller and any of their respective its Affiliates with respect to ownthe Business, operatePurchased Assets or Assumed Obligations, sell, transfer, pledge or otherwise dispose including all such agreements for the provision of any businessescommodities, securities goods, or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)services; (iii) each contract relating to outstanding Indebtedness all agreements between Seller and one or more Business Employees that provides for (A) employment other than on an at-will basis, (B) bonus or commitments incentive compensation, or guarantees in respect thereof(C) any retention, severance or change of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000control payment; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap all collective bargaining agreements or other contract or agreement relating to a forwardagreements with any labor union, swap employees’ association or other hedging transaction employee representative of any type, unless entered into for bona fide hedging purposes a group of Business Employees (collectively, “Hedging ContractsCollective Bargaining Agreements”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-competeall leases, non-solicitsubleases, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations licenses or other agreements of the relevant parties by which any right to substantiate the acquisition of use or occupy any MSR Investment and any related MSR Purchase Agreement and (E) any consent interest in real property is granted by or agreement (via acknowledgment agreementto Seller, subordination of interest agreementexcept for such leases, bifurcation agreement subleases, licenses or otherwise) from an Agency with respect to any MSR Investment. (b) Collectivelyother agreements, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as existence or absence of which would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect and that do not individually involve expenditures in excess of $150,000 in any year; (vi) all agreements that individually involve expenditures (whether by or to Seller) in excess of $150,000 in any year; (vii) all agreements for or relating to Indebtedness, or pursuant to which any Encumbrance is granted in or to any of the Purchased Assets; (viii) all agreements providing for the extension of credit by Seller, other than (A) the extension of credit to vendors in the ordinary course of business consistent with past practice, and (B) normal employee advances and other customary extensions of credit in the ordinary course that are not material in amount; (ix) all agreements granting to any Person any right or option to purchase or otherwise acquire any of the Purchased Assets, including rights of first option, rights of first refusal, or other preferential purchase rights; (x) all agreements restricting the right of Seller to compete with any Person or in any line of business or geographic area; and (xi) all partnership, joint venture and joint ownership agreements, and all similar material agreements (however named) involving a sharing of assets, profits, losses, costs or liabilities. (b) Seller has made available to Buyer copies of all Material Contracts, together with all amendments, waivers, or other changes thereto, which are correct and complete in all material respects. Except as set forth on Schedule 5.9(b), (i) each Company Material Contract is legala valid and binding obligation of Seller, valid, binding and enforceable against it in accordance with its terms on the Companyterms, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge Seller’s Knowledge, is a valid and binding obligation of the Company, each other party thereto, enforceable against it in accordance with its terms, in each case except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally, and is in full force and effect, subject, as to enforceability(ii) neither Seller nor, to Creditors’ Rights. Except as Seller’s Knowledge, any other party thereto is (or, upon the passage of time or the giving of notice, or both, would not reasonably be expected be) in material default under or breach of any Material Contract. (c) All agreements entered into or otherwise utilized by Seller for the purchase, supply, transmission, transportation, storage and delivery of natural gas or other energy commodities, or for the management of price or other risks associated therewith, in each case that relate principally to havethe Business, have been approved by or otherwise satisfy all requirements of the Applicable Commissions. (d) Seller has all Franchises and other rights required under applicable Law to provide natural gas distribution service to retail distribution customers located within the Territory, except for such Franchises, the absence of which would not, individually or in the aggregate, have a Company Material Adverse Effect. (e) Schedule 5.9(e) sets forth a list of each contact and agreement, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default other than Business Agreements to be assigned to Buyer hereunder, under any Company Contract nor, which expenditures allocable to the knowledge Business exceed $250,000 in any year or that is otherwise material to the operation of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company ContractBusiness.

Material Contracts. (ai) Section 4.16(a) of Except for this Agreement and Contracts filed as exhibits to the Company Disclosure Letter sets forth a true and complete listReports, as of the date of this Agreementhereof, of: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary none of the Company or any of their respective Affiliates its Subsidiaries is a party to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment bound by any counterparty thereto);Contract: (iiiA) each contract relating that limits or purports to outstanding Indebtedness (limit, curtail or commitments or guarantees restrict, in respect thereof) any material respect, either the type of business in which the Company or any of its Subsidiaries (whether incurredor, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability after giving effect to the Company Merger, Parent or any of its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business, except for any Contract that may be cancelled without penalty or termination payments by the Company and/or its Subsidiaries upon notice of sixty (60) days or less; (viB) each contract containing for any non-competejoint venture, non-solicitpartnership, exclusivity strategic alliance or similar type arrangement, or any Contract involving a sharing of provision that materially restricts the ability of revenues, profits, losses, costs, or liabilities by the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any other Person involving a potential combined commitment or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of payment by the Company or any of its Subsidiaries or in excess of $1,000,000 in any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other handcalendar year; (xC) each contract that obligates is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for or guaranteeing indebtedness of any Person in excess of $1,000,000 or that becomes due and payable upon, or provides a right of termination or acceleration as a result of, the Company consummation of the Merger and the other Transactions; (D) that, individually or together with related Contracts, provides for any acquisition, disposition, lease, license, use, distribution or outsourcing of its Subsidiaries assets, services, rights or properties with a value or requiring fees in any calendar year in excess of $1,000,000 or that is otherwise material to indemnify any past or present directors, officers or employees the business of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(aE) that is a collective bargaining agreement; (AF) cannot that involves or could reasonably be voluntarily terminated pursuant expected to involve aggregate payments by or to the Company and/or its terms within 60 Subsidiaries in excess of $1,000,000 in any calendar year, except for any Contract that may be cancelled without penalty or termination payments by the Company and/or its Subsidiaries upon notice of sixty (60) days after the Effective Time and or less; (BG) under which it is reasonably expected that includes an indemnification obligation of the Company or any of its Subsidiaries will in a Contract that was entered into by the Company or its Subsidiaries outside the ordinary course of business; (H) that provides for any standstill, most favored nation provision or equivalent preferential pricing terms, exclusivity or similar obligations to which the Company or any of its Subsidiaries is subject or a beneficiary thereof, which is material to the Company or any of its Subsidiaries, taken as a whole, except for any Contract that may be cancelled without penalty or termination payments by the Company and/or its Subsidiaries upon notice of sixty (60) days or less; (I) between the Company and its Subsidiaries, on the one hand, and the Company’s Affiliates (other than Subsidiaries of the Company) or other Persons, on the other hand, that would be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in be disclosed under Item 601(b)(10) 404 of Regulation S-K under of the Exchange ActSEC; and (J) not otherwise described in this Section 4.16(a) with respect that contains a put, call or similar right pursuant to which the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entitycould be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $100,000 (other than any Stock Plans or agreements entered pursuant thereto). Each such contract described in clause (i) above, together with all Contracts filed as exhibits to the Company Reports, is referred to herein as a party thereto “Material Contract.” (ii) Each of the Material Contracts is and after the Effective Time will continue to be valid and binding on the Company or its Subsidiaries, as the case may be and, to the knowledge of the Company, each other party thereto, in accordance with its terms and is in full force and effect, subject, as and each of the Company and each of its Subsidiaries (to enforceabilitythe extent they are party thereto or bound thereby) and, to Creditors’ Rightsthe Company’s knowledge, each other party thereto has performed in all material respects all obligations required to be performed by it under each Material Contract. Except as would Each of the Company and each of its Subsidiaries is not reasonably be expected (with or without notice, lapse of time or both) in breach or default in any material respect thereunder and, to havethe knowledge of the Company, individually no other party to any Material Contract is (with or without notice, lapse of time or both) in the aggregatebreach or default in any material respect thereunder, a Company Material Adverse Effect, and neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to has received written notice from the knowledge of the Company, is any other party to any such Company Material Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation intention to cancel, terminate, change the scope of rights and obligations under or material default under any Company not to renew such Material Contract.

Material Contracts. (ai) Section 4.16(a) Except for the contracts included as exhibits to the Mediconsult Public Reports or in connection with this transaction, and other than contracts involving the payment or receipt of less than $10,000, neither Mediconsult nor any of its Subsidiaries is a party to or bound by any of the Company Disclosure Letter sets forth a true following (collectively and complete listincluding the contracts which are included as exhibits to the Mediconsult Public Reports, the "Mediconsult Material Contracts"): (1) any contract or agreement for the acquisition or sale of securities or any material portion of the assets or business of or to any other person or entity whether completed or pending other than pursuant to Mediconsult Options and Mediconsult Warrants; (2) any contract or agreement for the purchase of materials, supplies, equipment, services or data involving in the case of any such contract or agreement more than $10,000 over the life of the contract or agreement; (3) any contract, agreement or instrument that expires or may be renewed at the option of any person other than Mediconsult or its Subsidiaries so as of to expire more than six months after the date of this Agreement, of: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into which is not terminable by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company Mediconsult or a Subsidiary of the Company is a party that contains representations(as applicable) on sixty or fewer days' notice at any time without penalty, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in and involves the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment payment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company Mediconsult or any of its Subsidiaries of more than $10,000 during any twelve month period; (whether incurred4) any indenture, assumedmortgage, guaranteed note, loan agreement installment obligation or secured by other contract, agreement or instrument for the borrowing of money, any assetcurrency exchange, commodities or other hedging arrangement, any letter of credit or any leasing transaction of the type required to be capitalized in accordance with GAAP; (5) any contract or agreement for capital expenditures in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have10,000, individually or in the aggregate, with other similar contracts or agreements; (6) any contract or agreement which restricts the geographic and operational freedom of Mediconsult or any of its Subsidiaries or, to the Knowledge of Mediconsult, any of its officers or key employees to engage in any line of business (as that term is defined in the Exchange Act) or to compete with any Person except for competition in any lines of business in which neither Party is currently engaged or will foreseeably engage or any confidentiality, secrecy or non-disclosure contract or agreement other than an ancillary provision included as part of a Company contract or agreement entered into by Mediconsult or any of its Subsidiaries in the Ordinary Course of Business or other contracts or agreements which are substantially in the form as usually used by Mediconsult; (7) any contract or agreement involving payments during any twelve-month period of $10,000 or more, pursuant to which Mediconsult or any of its Subsidiaries is a lessor or lessee of any real property, machinery, equipment, motor vehicles, office furniture, fixtures or other personal property; (8) any contract or agreement with any person with whom Mediconsult or any of its Subsidiaries does not deal at arm's length within the meaning of the Code; (9) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other person; (10) any material consulting agreement; (11) any distribution, reseller, dealer, agency, franchise, advertising, revenue sharing, marketing or similar agreement; (12) any clearing agency, investment banking, placement, broker or similar agreement other than any agreement with XxXxxxxxx Xxxxx in connection with this Agreement and the transactions contemplated hereby; (13) any agreement with any Governmental Entity or any self-regulatory organization; (14) any agreement to provide brokerage services or directly or indirectly participate in brokerage activities, commissions or fees in any manner (including any forms of customer brokerage agreements); (15) any data redistribution or other agreement with any vendor of financial market data or relating in any manner to financial market data; (16) any product and/or service warranties, price protection or return agreement or written policy or any similar written undertaking by or for which Mediconsult or any of its Subsidiaries remains responsible to perform (a form of any of the foregoing will be sufficient); (17) any agreement which would be terminable other than by Mediconsult or its Subsidiaries or any agreement that provides for the payment of money, accelerates or increases benefits, vesting or compensation or entitles any person to take actions or receive benefits or otherwise triggers obligations as a result of the Merger or consummation of any of the transactions contemplated by this Agreement not otherwise disclosed in the Disclosure Schedule; or (18) any other agreement which is material to the operations of Mediconsult's or its Subsidiaries' business or operations or which may have a material affect on Mediconsult's assets or, properties or the Merger. (ii) Each of Mediconsult and its Subsidiaries has performed all of the obligations required to be performed by it and is entitled to all accrued benefits under, and is not in default, nor to Mediconsult's Knowledge, has a claim been made that it is in default in respect of, each Mediconsult Material Contract to which it is a party or by which it is bound, except where the nonperformance would not have a Mediconsult Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge . Each of the Company, each other party thereto, and Mediconsult Material Contracts is in full force and effecteffect and there exists no default or event of default or event, subjectoccurrence, as condition or act, with respect to enforceabilityMediconsult or its Subsidiaries or, to Creditors’ Rights. Except as Mediconsult's Knowledge, with respect to any other contracting party, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a material default or event of default under any Mediconsult Material Contract, except where the failure to give such notice would not reasonably be expected to have, individually or in the aggregate, have a Company Mediconsult Material Adverse Effect, neither the Company nor . There are no unwritten obligations or agreements or course of dealings contrary in any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, material respect to the knowledge specific terms and conditions of the Companyany Mediconsult Material Contract. True, is any other party to any such Company Contract in breach or default thereunder. Complete correct and accurate complete copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) Mediconsult Material Contracts have been furnished to delivered or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, Andrx or filed as an exhibit to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company ContractMediconsult Public Reports.

Material Contracts. (a) Except for this Agreement and the Reassignment Agreement, Section 4.16(a) 3.14 of the Company DouYu Disclosure Letter Schedule sets forth a true and complete list, as list of all of the date following types of this AgreementContracts that currently remain in effect (x) to which DouYu or any of its Subsidiaries is a party or which binds or affects their respective properties or assets, ofand (y) have not been filed with or furnished to the SEC as an exhibit to the DouYu SEC Reports: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging any Contract that would be required to be filed or divestiture of Company Portfolio Securities entered into furnished by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered DouYu pursuant to the Company’s existing master repurchase agreements (as in effect as Item 19 and paragraph 4 of the date hereof) Instructions to finance Exhibits of Form 20-F under the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000Exchange Act; (ii) each contract that grants any Contract granting a right of first refusal or right of refusal, first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)first negotiation; (iii) each contract any Contract relating to outstanding Indebtedness (A) the formation, creation, operation, management or commitments or guarantees in respect thereof) control of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or similar arrangement, (B) strategic alliance agreement to which cooperation or partnership arrangements, or (C) other similar agreements outside the Company ordinary course of business involving a sharing of profits, losses, costs or a Subsidiary of the Company is a party (other liabilities, in each case, more than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the CompanyRMB20,000,000, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company by DouYu or any of its Subsidiaries; (xiiv) any Contract for the acquisition, sale or lease (including leases in connection with financing transactions) of material properties or assets of DouYu (by merger, purchase or sale of assets or stock or otherwise); (v) any Contract with any Governmental Entity; (vi) any Contract granting or evidencing a Lien on any material properties or assets of DouYu or any of its Subsidiaries, other than a Permitted Lien; (vii) any Contract involving the capital expenditure by DouYu or its Subsidiaries, or relating to indebtedness for borrowed money or any financial guaranty, in each vendorcase, supplier more than RMB20,000,000; (viii) any Contract involving a loan (other than accounts receivable from trade debtors in the ordinary course of business) or third party consulting or similar contract not otherwise described in this Section 4.16(a) that advance to (A) cannot be voluntarily terminated pursuant other than travel and entertainment allowances to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected employees of the Company and any of its Subsidiaries extended in the ordinary course of business), or investment in, any Person, in each case, more than RMB20,000,000, other than a wholly-owned Subsidiary of DouYu or any Contract relating to the making of any such loan, advance or investment that is material to the financial status of DouYu; (ix) any non-competition Contract or other Contract that purports to limit, curtail or restrict in any material respect the ability of DouYu or any of its Subsidiaries will to compete in any geographic area, industry or line of business; (x) any Contract that contains a put, call or similar right pursuant to which DouYu or any of its Subsidiaries could be required to pay feespurchase or sell, expenses as applicable, any equity interests or assets of any Person that have a fair market value or purchase price of more than RMB20,000,000; (xi) any Contracts involving any resolution or settlement of any actual or threatened material litigation, arbitration, claim or other costs in excess of $250,000 following the Effective Timedispute, more than RMB5,000,000; (xii) any Contract (other than Contracts granting DouYu RSU Awards) giving the other party the right to terminate such Contract as a result of this Agreement or the consummation of the transactions contemplated by this Agreement, including the Merger; (xiii) any Contract that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of DouYu or any of its Subsidiaries, (B) pledging of share capital of DouYu or any of its Subsidiaries or (C) issuance of guaranty by DouYu or any of its Subsidiaries; (xiv) any material DouYu IP Agreements with an aggregate contract value exceeding RMB20,000,000; (xv) Contracts with top twenty streamers and top twenty talent agencies, in each “material contract” case, in terms of contract value; or (as such term is defined xvi) any other Contract, a breach or termination of which could reasonably be expected to have a DouYu Material Adverse Effect. Each Contract of the type described in this Section 3.14(a), together with any Contract that has been filed or furnished by DouYu pursuant to Item 601(b)(10) 19 and paragraph 4 of Regulation Sthe Instructions to Exhibits of Form 20-K F under the Exchange Act) not otherwise described , is referred to herein as a “DouYu Material Contract”. A true and complete copy of each DouYu Material Contract in this Section 4.16(a) with respect to the Company or any Subsidiary effect as of the Company; and date hereof has been made available to Huya (xiiiincluding, where applicable, pursuant to agreed-upon procedures to protect competitively sensitive information) each contract evidencing an interest or obligation of publicly filed with the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR InvestmentSEC. (b) CollectivelyEach DouYu Material Contract constitutes the valid and legally binding obligation of DouYu or its applicable Subsidiary, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as subject to enforceability, to Creditors’ RightsBankruptcy and Equity Exception. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity There is in no material breach or default under any Company DouYu Material Contract noreither by DouYu or, to the knowledge of the CompanyDouYu’s knowledge, is by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by DouYu or, to DouYu’s knowledge, any other party. No party to any such Company DouYu Material Contract in has given notice to DouYu of or made a claim against DouYu with respect to any material breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter Schedule 5.11 sets forth a true and complete list, list of 365 Contracts identified as of the date of this Agreementhereof that fall within the following categories (collectively, of:the “Material Contracts”): (i) any material lease or sublease of real property included as an Asset (whether a Selling Entity is lessor, sublessor, lessee or sublesee); (ii) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities purchase orders issued in the ordinary course of business, and any Contract for the purchase or supply of goods or services providing for either (A) annual payments by the Acquired Business of $250,000 or more; or (B) repurchase contracts entered pursuant to annual receipts by the Company’s existing master repurchase agreements (as Acquired Business of more than $1,000,000 in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)calendar year; (iii) each contract relating to outstanding Indebtedness (any partnership agreement, joint venture agreement, strategic alliance, stockholders’ agreement or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000limited liability company agreement; (iv) each contract to which the Company any Contract with any sales representative, reseller, agent, marketing partner, distributor or a Subsidiary franchisee of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement any Selling Entity relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”)the Acquired Business; (v) each employment contract any Contract relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which a Selling Entity or Buyer would have continuing obligations following the Company or a Subsidiary date of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiariesthis Agreement; (vi) each contract containing any non-competeContract where the Business is, non-solicitand Buyer would be required to become, exclusivity obligor or similar type of provision that materially restricts the ability of the Company or guarantor relating to indebtedness, except for any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic areaRelated Party Agreements; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to haveContract containing covenants expressly limiting, individually or in the aggregate, in any material respect the freedom of the Business or Assets to compete with any Person in a Company product or line of business or operate in any jurisdiction; (viii) any Hedge Contract; (ix) any Contract that contains exclusivity, requirements or similar provisions binding on the Acquired Business or the Assets; (x) any Contract containing “most favored nation” provisions; (xi) each Collective Bargaining Agreement; (xii) any Contract pursuant to which any of Selling Entity (A) licenses or is otherwise permitted by a Third Party to use any Intellectual Property material to the Acquired Business (other than any “shrink wrap,” “commercially available software package” or “click through” license that is generally available on and actually licensed under standard terms) or (B) licenses any Acquired Intellectual Property to a Third Party; (xiii) any Contract pursuant to which any Selling Entity is obligated to pay royalties or license fees to another Person in excess of $50,000 for which the Acquired Business may be affected; (xiv) any Contract that provides for the development, modification, or creation of any Acquired Intellectual Property, other than Contracts entered into with employees of a Selling Entity regarding the development of Intellectual Property by such employees entered into such Selling Entity’s form of employee inventions assignment agreement (a copy of which has been made available to Buyer); or (xv) any Related Party Agreement. (b) Each Material Adverse Effect, each Company Contract is a legal, valid, valid and binding and enforceable in accordance with its terms on obligation of the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a Selling Entity party thereto and, to the knowledge Knowledge of such Selling Entity, the Company, each other party theretoparties thereto in accordance with its terms and conditions, and is enforceable against such Selling Entity except as such legality, validity and enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) equitable principles of general applicability (whether considered in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually a proceeding at law or in equity). No event has occurred which, with the aggregatepassage of time or the giving of notice, or both, would constitute a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or material default under or a material violation of any Company Material Contract noror would cause the acceleration of any obligation of any Selling Entity or, to the knowledge Knowledge of the Companysuch Selling Entity, is any other party to thereto or the creation of a lien upon any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company ContractAsset.

Material Contracts. (a) Section 4.16(aOther than the Grenadier PSA and the HighPeak Employer PSA, Schedule 5.15(a) of the Company Contributor Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, ofof the following contracts to which a Transferred Entity is a party or by which its assets are otherwise bound: (i) other than (A) contracts providing each contract that provides for the acquisition, purchasedisposition, salelicense, fundinguse, pledging distribution, provision or divestiture outsourcing of Company Portfolio Securities entered into by the CompanyHydrocarbons, its Subsidiaries assets, services, rights or the MSR Entities in the ordinary course of business, properties (other than Oil and (BGas Properties) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract with respect to which the Company or Contributor reasonably expects that a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future HighPeak Entity will make payments in excess of $250,000100,000 annually or $1,000,000 in the aggregate for the remaining term of such contract; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract constitutes a commitment relating to outstanding Indebtedness (for borrowed money or commitments or guarantees in respect thereof) the deferred purchase price of the Company or any of its Subsidiaries property by a Transferred Entity (whether incurred, assumed, guaranteed or secured by any asset); (iii) each contract for lease of personal property or real property (other than Oil and Gas Leases) involving aggregate payments in excess of $250,000100,000 in any calendar year, or $1,000,000 in the aggregate for the remaining term of such contract, that are not terminable without penalty within ninety (90) days, other than contracts related to drilling rigs; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any area of mutual interest, joint bidding area, joint acquisition area, or non-compete, non-solicit, exclusivity compete or similar type of provision that materially restricts the ability of a Transferred Entity to compete with respect to any Oil and Gas Properties in Xxxxxx County or Xxxxxx County, Texas, during any period of time after the Company Closing; (v) each contract involving the pending acquisition or sale of (or option to purchase or sell) any material amount of its Subsidiaries the assets or properties of the HighPeak Entities, taken as a whole, other than contracts for the sale of Hydrocarbons by the HighPeak Entities in the ordinary course of business; (vi) each contract for any interest rate, commodity or currency protection (including Parent upon consummation of the Transactions) to compete any swaps, collars, caps or otherwise engage in any line of business or with any Person or geographic areasimilar hedging obligations); (vii) each contract pursuant to which partnership, joint venture or limited liability company agreement, other than any customary joint operating agreements, unit agreements or participation agreements affecting the Company or Oil and Gas Properties of any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the CompanyTransferred Entity; (viii) each partnershipjoint development agreement, joint ventureexploration agreement, limited liability company participation, farmout, farmin or strategic alliance program agreement or similar contract requiring a HighPeak Entity to which make expenditures that would reasonably be expected to be in excess of $100,000 in the Company or a Subsidiary aggregate during the twelve (12)-month period following the date of the Company is a party (this Agreement, other than any such agreement solely between or among the Company customary joint operating agreements and its wholly owned Subsidiaries)continuous development obligations under Oil and Gas Leases; (ix) each agreement under which a HighPeak Entity has advanced or loaned any amount of money to any of its officers, directors, employees or consultants; (x) any contract between or among the Company that provides for a “take-or-pay” clause or any Subsidiary similar prepayment obligation, acreage dedication, minimum volume commitments or capacity reservation fees to a gathering, transportation or other arrangement downstream of the Companywellhead, that is not terminable without penalty within ninety (90) days; (xi) each contract that is a gathering, transportation, processing or similar agreement to which a HighPeak Entity is a party involving the gathering, transportation, processing or treatment of Hydrocarbons that is not terminable without penalty within ninety (90) days; (xii) any contract involving a HighPeak Entity, on the one hand, and Contributor, any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company Contributor’s Affiliates or any executive officer or director of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act)a HighPeak Entity, on the other hand; (xxiii) each any contract that obligates that, upon the Company consummation of the Transactions, would (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from a Transferred Entity to any officer, director, consultant or employee of any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Companyforegoing; and (xiiixiv) each contract evidencing an interest agreement that contains any standstill, “most favored nation” or obligation most favored customer provision, preferential right or rights of first or last offer, negotiation or refusal, in each case, that is material to the business of any of the CompanyTransferred Entities, its Subsidiaries or any MSR Entity taken as a whole, other than those contained in connection with any MSR Investment, including (A) Indebtedness related to any agreement in which such MSR Investment, provision is solely for the benefit of a Transferred Entity or (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity customary royalty pricing provisions in Oil and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR InvestmentGas Leases. (b) Collectively, the contracts set forth in Section 4.16(a5.15(a) are herein referred to as the “Company Material HighPeak Contracts.” Except as would not reasonably be expected for any Material HighPeak Contract that terminated pursuant to have, individually or in its terms between the aggregate, a Company Material Adverse Effectdate of this Agreement and the Closing, each Company Material HighPeak Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, HighPeak Entity that is a party thereto and, to the knowledge of the CompanyContributor’s Knowledge, each other Person party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR No HighPeak Entity is in breach or default default, in any material respect, under any Company Material HighPeak Contract nor, to the knowledge of the CompanyContributor’s Knowledge, is any other Person party to any such Material HighPeak Contract in breach or default, in any material respect, thereunder. To Contributor’s Knowledge, no event has occurred which, with notice or lapse of time or both, would constitute a default in any material respect under any Material HighPeak Contract on the part of any of the parties thereto. As of the date hereof, no HighPeak Entity has received written notice of termination, cancellation or material modification of any Material HighPeak Contract. Contributor has heretofore made available to the Company Contract complete and correct copies of the Material HighPeak Contracts. (c) Contributor has made available to the Company a true and complete copy of any notices under the Grenadier PSA to the extent such notices relate to a known or reasonably expected inability to satisfy one of the conditions to the Grenadier Closing set forth in Article VIII or Article IX of the Grenadier PSA (a “Material Grenadier Notice”). The Grenadier PSA (i) is legal, valid, binding and enforceable on HighPeak Assets II and, to Contributor’s Knowledge, Grenadier, (ii) is in full force and effect, except, in the case of clauses (i) and (ii), as may be limited by Creditors’ Rights generally and (iii) as of the date hereof, constitutes the entire agreement between HighPeak Assets II and Grenadier concerning the subject matter thereof and there are no other side agreements or other agreements of such parties concerning the subject matter thereof that are not expressly contemplated thereby. HighPeak Assets II is not in breach or default under the Grenadier PSA, nor to Contributor’s Knowledge, is Grenadier in breach or default thereunder. Complete and accurate copies To Contributor’s Knowledge, no event has occurred that, with notice or lapse of each Company Contract in effect as time or both, would constitute a default under the Grenadier PSA on the part of the date hereof HighPeak Assets II or Grenadier. (including all amendments and modificationsd) have been furnished to or otherwise Contributor has made available to Parent. Since January 1, 2022, neither the Company nor any a true and complete copy of its Subsidiaries northe HighPeak Employer PSA and all schedules and exhibits thereto, a copy of which is attached as Exhibit G hereto. The HighPeak Employer PSA (i) is legal, valid, binding and enforceable on HPK Energy and, to Contributor’s Knowledge, the knowledge other party thereto, (ii) is in full force and effect, except, in the case of clauses (i) and (ii), as may be limited by Creditors’ Rights generally, (iii) has not been further amended without the prior consent of Parent and (iv) constitutes the entire agreement of the Company, any MSR Entity, has received written notice of any material violation of parties thereto concerning the subject matter thereof and there are no other side agreements or material default under any Company Contractother agreements concerning the subject matter thereof that are not expressly contemplated thereby.

Material Contracts. (a) Section 4.16(a5.13(a) of the Company Arch Disclosure Letter sets forth a true correct and complete list, list as of the date hereof of this Agreementall of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Arch Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Arch or any of its Affiliates is a party or to which any of the Arch Contributed Assets or the Arch Transferred Subsidiaries are subject, of:in each case other than any Excluded Assets (each, an “Arch Material Contract”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurred; (ii) any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Arch Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Arch Contributed Asset (other than purchase options for additional coal volumes); (v) any Contract that (A) contracts providing provides for exclusive rights for the acquisitionbenefit of any third party, purchase(B) grants “most favored nation” status to any third party or (C) requires Arch or any of its Affiliates to provide any minimum level of service, salein each case which (1) are, fundingor in a manner which is, pledging material to the Arch Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Arch or divestiture its Affiliates on less than 90 days’ notice without payment by Arch or any of Company Portfolio Securities entered into its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Arch or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Arch or its Affiliates on less than 90 days’ notice without payment by Arch or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the Companydate hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Arch or its Subsidiaries Affiliates on less than 90 days’ notice without payment by Arch or any of its Affiliates of any material penalty; (viii) any Contract relating to the MSR Entities disposition or acquisition by Arch or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease or agreement (including capital lease arrangements) under which Arch or any of its Affiliates is lessee of, and or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) repurchase contracts with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(a) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(a); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered pursuant to the Company’s existing master repurchase agreements (into as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case a hedging activity in the ordinary course of the Companybusiness consistent with Arch’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice past practice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Timeinternal policy guidelines; (xii) each “material contract” (as such term any Contract pursuant to which a Governmental Authority is defined providing tax abatements or other similar economic incentives in Item 601(b)(10) of Regulation S-K under connection with the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the CompanyArch Business; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, other Contract that is material to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR InvestmentArch Business. (b) Collectively, the contracts set forth Arch and its Affiliates have duly performed and complied in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually all material respects with their respective obligations under each Arch Material Contract. None of Arch or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor Affiliates has received any MSR Entity is in breach notice of termination or default under any Company Contract nor, to the knowledge of the Company, is from any other party to any such Company Arch Material Contract. To the Knowledge of Arch, no other party to such Arch Material Contract is in breach or default of its obligations thereunder. Complete . (c) Except as set forth on Section 5.13(c) of the Arch Disclosure Letter, Arch has made available to Peabody true and accurate complete copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Arch Material Contract.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets Except as set forth a true in Schedule C.10 and complete listexcept for Contracts that do not constitute Boeing Contributed Assets or Boeing Assumed Liabilities, as of the date of this AgreementBoeing and its Subsidiaries, ofwith respect to Boeing’s ELV Business, are not parties to or otherwise bound by or subject to: (i) any written employment, severance, consulting or sales representative Contract that contains an obligation (excluding commissions) to pay more than $50,000 per year, any collective bargaining agreement or other agreement with a labor union or any other agreement that contains an obligation either to employ a specified number of employees or to make a payment to any other Person in lieu thereof; (ii) any Contract containing any covenant limiting the freedom of Boeing or any of its Subsidiaries, in respect of Boeing’s ELV Business or the operations of Boeing’s ELV Business, to compete with any Person in any geographic area in any material respect if such Contract will be binding on the Company after the Closing; (iii) any Contract requiring Boeing’s ELV Business to “take or pay” for a minimum number or volume of goods, or to purchase a minimum number or volume of goods used in the manufacture of ELV Systems in excess of requirements under applicable customer Contracts or otherwise guaranteeing any of the foregoing; (iv) any Contract in effect on the date of this Agreement relating to the disposition or acquisition of the assets of, or any interest in, any business enterprise that relates to Boeing’s ELV Business other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and ; (Bv) repurchase contracts entered pursuant to the Companyany Financial Support Arrangements; (vi) any indebtedness for borrowed money of Boeing’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) ELV Business that would reasonably be expected to result constitute a Boeing Assumed Liability if in existence on the receipt or making of future payments Closing Date, with a principal amount in excess of $250,000100,000; (iivii) each any Contract (it being understood that for purposes of this representation, a purchase order issued under an existing master agreement will not constitute a separate Contract) with a supplier, vendor, or subcontractor with an aggregate contract that grants value in excess of $10,000,000; (viii) any right of first refusal teaming agreement or right of first offer partnership, joint venture or that limits the ability of the Company, similar agreement; or (ix) any Subsidiary of the Company or Contract with a foreign Governmental Authority. (b) Schedule C.10 sets forth any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets Contract (other than provisions requiring notice of or consent a Government Contract) with a customer to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company which Boeing or any of its Subsidiaries (whether incurred, assumed, guaranteed is a party or secured by any asset) otherwise bound for the provision of Launch Services using ELV Systems with an aggregate contract value in excess of $250,000;50,000,000. (ivc) Except as disclosed in Schedule C.10, each contract to which Contract disclosed in Schedule C.10 or Schedule C.07 is in full force and effect and constitutes a legal, valid and binding obligation of Boeing (or the Company applicable Affiliated Transferor) enforceable against Boeing (or a Subsidiary of the Company is a party that involves or constitutes an interest rate capapplicable Affiliated Transferor) in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, interest rate collarinsolvency, interest rate swap reorganization, moratorium or other contract similar laws now or agreement hereafter in effect relating to a forwardor affecting creditors’ rights generally, swap or including the effect of statutory and other hedging transaction of any typelaws regarding fraudulent conveyances and preferential transfers, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability subject to the Company limitations imposed by general equitable principles regardless of whether such enforceability is considered in a proceeding at law or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiariesequity); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and Boeing (or the applicable Affiliated Transferor) is not in default and has not failed to perform any officerobligation thereunder, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent knowledge of Boeing, there does not exist any event, condition or omission that would constitute a breach or default (whether by lapse of time or notice or both) by any other Person, except for any such MSR Investment is entered into between the Companydefault, its Subsidiaries failure or any MSR Entity breach as has not had, and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms Effect on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company ContractBoeing’s ELV Business.

Material Contracts. (a) Section 4.16(aSouthcross Disclosure Schedule 3.14(a) of the Company Disclosure Letter sets forth contains a true and complete list, as listing of the date of this Agreement, of: (i) other than (A) following contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Holdings Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the which a Holdings Company or any of their respective Affiliates assets is bound as of the date hereof (each contract that is described in this Section 3.14(a) being a “Southcross Material Contract”): (i) any gathering contract, transportation contract, connection contract, processing contract, storage contract, marketing contract or services contract, in each case which Holdings LP reasonably expects to ownresult in future payments by or to any Holdings Company, operateeither annually or in the aggregate, sellof more than $2,000,000; provided, transferhowever, pledge this does not include contracts (A) with a primary term of six months or otherwise dispose of any businesses, securities less or assets (B) that can be terminated without penalty or future payment (other than provisions requiring notice previously accrued payment obligations) on less than 90 days’ notice; (ii) any contract relating to or evidencing Indebtedness (excluding the items listed in (g) of or consent to assignment by any counterparty theretothe definition of Indebtedness); (iii) each any contract relating pursuant to outstanding Indebtedness (or commitments or guarantees in respect thereof) which any of the Company Holdings Companies have made any outstanding loan, capital contribution or other investment in, or assumed any liability or obligation of, any Person (not including knock-for-knock indemnities or other similar liabilities or obligations), including take-or-pay contracts or keep-whole agreements (which for avoidance of its Subsidiaries (whether incurred, assumed, guaranteed doubt shall not include NAESBs or secured by any asset) in excess of $250,000the related transaction confirmations); (iv) each any contract to which the Company with any Governmental Authority (excluding any rights-of-ways, easements or a Subsidiary of the Company is a party that involves similar contracts or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”Permits); (v) each employment any contract to which with any Related Party of a Holdings Company (including, for the avoidance of doubt, any contract between any SXE Company or and another Southcross Company that is not a Subsidiary of the Company is a party other than employment SXE Company, but not including contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiariesbetween SXE Companies); (vi) each any (A) employment contract containing that involves an aggregate future or potential liability in excess of $250,000 or (B) consulting contract that involves an aggregate future or potential liability in excess of $250,000, and that cannot be terminated without penalty or future payment (other than previously accrued payment obligations that are less than $250,000) and without more than 90 days’ notice; (vii) any non-competecontract that limits, non-solicitor purports to limit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) Holdings Companies to compete or otherwise engage in any line of business or with any Person or in any geographic area; (vii) each contract pursuant area or during any period of time, or that restricts the right of the Holdings Companies to which sell to or purchase from any Person or to hire any Person, or that grants the Company other party or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Companythird person “most favored nation” status; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement any contract pursuant to which the Company or a Subsidiary any of the Company Holdings Companies is a party (A) the lessee of any Leased Real Property or the lessor of any Real Property or (B) the lessee or lessor of any tangible personal property and, in the case of clause (B), that involves an aggregate future or potential liability or receivable, as the case may be, in excess of $500,000, and that cannot be terminated without penalty or future payment (other than any such agreement solely between or among the Company previously accrued payment obligations that are less than $500,000) and its wholly owned Subsidiaries)without more than 90 days’ notice; (ix) each any (A) pending contract for the sale or purchase of any Real Property or (B) any contracts for the sale or purchase of any Real Property entered into since September 30, 2014 and for which there are surviving obligations owed by any Holdings Company to another Person; (x) any (A) joint venture or partnership contract between or among such joint venture partners relating to the Company joint venture or partnership (not including any Organization Documents thereof) or any Subsidiary (B) merger, asset or stock purchase or divestiture contract relating to the acquisition or disposition of all or substantially all the assets of any operating business (or business division) or a majority of the Companycapital stock or other controlling interest of any other Person, on in which there are surviving obligations of a Holdings Company owed to any Person; (xi) any contract with any labor union or providing for benefits under any Southcross Benefit Plan; (xii) any contract for the one handpurchase of any debt or equity security or other ownership interest of any Person, and or for the issuance of any officerdebt or equity security or other ownership interest, director or Affiliate (the conversion of any obligation, instrument or security into debt or equity securities or other than a wholly owned Subsidiary ownership interests of the CompanyHoldings Companies; (xiii) any contract relating to settlement of any Legal Proceedings entered into since September 30, 2014, for settlement amounts in excess of $250,000 (excluding settlements paid by insurance); (xiv) any contract that results in any Person holding a power of attorney from any of the Company or Holdings Companies that relates to any of its Subsidiaries the Holdings Companies or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other handbusinesses; (xxv) each any contract with a Material Customer (as defined in Section 3.20(a)) that obligates Holdings LP reasonably expects to result in future payments by or to any Holdings Company, either annually or in the Company or any aggregate, of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiariesmore than $500,000; (xixvi) each vendorany contract with a Material Supplier (as defined in Section 3.20(b)) that has a term greater than six months and cannot be cancelled by the Holdings Companies without penalty or further payment (other than previously accrued payment obligations that are less than $500,000) and without more than 90-days’ notice; (xvii) any transaction confirmation associated with a NAESB base contract for the purchase or sale of natural gas or natural gas liquids that had an initial term of twelve months or more and has remaining term after March 1, supplier 2018; and (xviii) any contract, other than gathering contracts, transportation contracts, connection contracts, processing contracts, storage contracts, marketing contracts, services contracts or third party consulting NAESB base contracts (and related transaction confirmations), that does not meet the definitions set forth in clauses (i) through (xvii) above, whether or similar contract not otherwise described made in this Section 4.16(a) the Ordinary Course of Business, that (A) cannot be voluntarily terminated pursuant Holdings LP reasonably expects to its terms within 60 days after result in a future or potential liability or receivable, as the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay feescase may be, expenses or other costs in excess of $250,000 following 500,000 on an annual basis or in excess of $1,000,000 over the Effective Time; current contract term, and has a term greater than one year and cannot be cancelled by the Holdings Companies without penalty or further payment (xiiother than previously accrued payment obligations that are less than $500,000) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation Sand without more than 90-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company days’ notice, or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, is material to the extent such MSR Investment is entered into between the Companybusiness, its Subsidiaries operations, assets, financial condition, results of operations or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements prospects of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreementSouthcross Companies, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investmenttaken as a whole. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to havedisclosed on Southcross Disclosure Schedule 3.14(b), individually or in the aggregate, a Company (i) each Southcross Material Adverse Effect, each Company Contract is legal, valid, valid and binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, applicable Holdings Company and is in full force and effect; (ii) none of the Southcross Companies has received written notice of, subjector to the Knowledge of Holdings LP, knows of, the existence of any event or condition that constitutes, or, after notice or lapse of time or both, will constitute, a breach or default on the part of any Holdings Company under any such Southcross Material Contract; and (iii) to the Knowledge of Holdings LP, as of the date of this Agreement no other party to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company any Southcross Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity Contract is in breach or default under any Company Contract northereunder, nor to the knowledge Knowledge of the CompanyHoldings LP, is does any other party to any such Company Contract in condition exist that, with notice or lapse of time or both, would constitute a breach or default by any such other party thereunder, except with respect to the foregoing clause (ii) or (iii), for such breaches or defaults that would not have a Southcross Material Adverse Effect. Complete and accurate copies of each Company Contract in effect as None of the date hereof (including all amendments and modifications) have been furnished Holdings Companies, nor to the Knowledge of Holdings LP, any other contracting party, is seeking to renegotiate any Southcross Material Contract. Holdings LP has delivered or otherwise made available to Parent. Since January 1, 2022, neither the Company nor AMID true and complete copies of all Material Contracts including any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contractamendments thereto.

Material Contracts. (a) Section 4.16(a) Schedule 5.12 identifies all of the Company Disclosure Letter sets forth a true and complete listfollowing to which the ------------- Subsidiaries are parties or by which the Subsidiaries are bound (collectively, as of the date of this Agreement, of:"Material Contracts"): (i) other than (A) contracts each purchase order, agreement or commitment obligating the Subsidiaries to purchase any products or services and providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent an aggregate payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,0001,000 or not cancelable on 60 days notice; (ii) each contract that grants all agreements relating to the borrowing of money, or liability for the deferred purchase price of property or services (excluding normal and customary trade payables which are not overdue), or any right of first refusal instrument guaranteeing any indebtedness or right of first offer other liability or that limits any obligation to incur any indebtedness, including any interest rate swap or other agreement affecting or relating to interest payable by the ability Subsidiary under any of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)foregoing agreements; (iii) each contract relating to outstanding Indebtedness (any joint venture, partnership, strategic alliance or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000other similar arrangement; (iv) each contract to which the Company or a Subsidiary any guarantee of the Company is a party that involves obligations of the suppliers, officers, directors or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction employees of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”)the Subsidiaries; (v) each employment contract to which any agreement limiting, in any manner, the Company or a Subsidiary ability of the Company is a party other than employment contracts providing for at-will employment that can be terminated at Subsidiaries to engage in any time business anywhere in the world (including, without limitation, any agreements with less than one day’s notice and without liability to the Company manufacturers or any of its Subsidiariesretailers which contain exclusive dealing or similar provisions); (vi) each contract containing any non-competeemployment, non-solicitconsulting, exclusivity management, severance or other similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or agreement with any Person or geographic areaPerson; (vii) each contract pursuant to which the Company any union, collective bargaining, works council or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company;similar agreement; or (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (any other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreementcommitment, bifurcation agreement understanding or otherwise) instrument providing for payments to or from an Agency with respect to any MSR Investmentthe Subsidiaries. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Each Material Adverse Effect, each Company Contract is legalthe valid and binding obligation of the Subsidiaries, validas applicable, binding and enforceable against it in accordance with its terms on respective terms, subject to applicable bankruptcy, insolvency moratorium or other laws affecting the Companyenforcement of creditors' rights generally, each and the application of its Subsidiaries and each MSR Entityequitable principles (whether considered in a proceeding at law or in equity). None of the Subsidiaries, as applicable, that is a party thereto and, or to the knowledge Knowledge of the Company, each LLC any of the other party parties thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under (including any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract circumstances that would result in a breach or default thereunder. Complete and accurate copies with notice or lapse of each Company time or both) any such Material Contract in effect as any material respect, nor has waived any material provision of any such Material Contract or agreed to do so. Neither the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither LLC nor the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received any written notice of breach or default (including any material violation written notice of circumstances that would constitute a breach or material default with notice or lapse of time or both) or termination under any Company Material Contract. (c) A true, complete and correct copy of each Material Contract, including each agreement and instrument listed on Schedule 11.3, ------------- has been provided to Cornerstone on or before the Closing Date.

Material Contracts. (a) Except as set forth on Section 4.16(a3.16(a) of the Company Disclosure Letter sets forth a true and complete listSchedule, as of the date of this Agreementhereof, of: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) none of the Company or any of its Subsidiaries is a party to or bound by any: (whether incurredA) Contract relating to indebtedness for borrowed money or to mortgaging, assumedpledging or otherwise placing a Lien on any material portion of their assets, guaranteed (B) Contract relating to any factoring, supplier, trade or secured by vendor financing or (C) Contract under which it has advanced or loaned any assetother Person (other than the Company or any of its Subsidiaries), in each case of the foregoing clauses (A) and (B), in an amount in excess of $250,000100,000, and in case of the foregoing clause (C), in an amount in excess of $50,000; (ii) guaranty of any financial obligation made on behalf of any Person other than the Company or any of its Subsidiaries or other guaranty, in each case, in an amount in excess of $100,000; (iii) Contract with respect to any interest rate, currency or other swap or derivative transaction (other than those between the Company and its Subsidiaries); (iv) each contract to which Contract involving any resolution or settlement of any actual or threatened Proceeding against the Company or any of its Subsidiaries involving (A) a Subsidiary payment in excess of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless $500,000 which was not covered by insurance and entered into for bona fide hedging purposes within the last three (collectively, “Hedging Contracts”); 3) years or (vB) each employment contract to which the Company any material ongoing requirements or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to restrictions on the Company or any of its Subsidiaries; (v) Leased Real Property Leases and Landlord Leases; (vi) lease or agreement under which the Company or any of its Subsidiaries is lessee or lessor of, or holds or operates any material personal property owned by any other party, or permits any Third Party to hold or operate any material personal property owned or controlled by the Company or any of its Subsidiaries, in each contract containing case for which the annual rental exceeds $150,000; (vii) agreements (A) relating to any non-competepending or completed material business combination, non-solicitmerger, exclusivity acquisition or divestiture or similar type transaction by the Company or any of provision that materially restricts its Subsidiaries within the ability last three (3) years, (B) pursuant to which any of the Company or any of its Subsidiaries has remaining material obligations or liabilities relating to any completed material business combination, merger, acquisition or divestiture or similar transaction, or (including Parent upon consummation of C) giving any person the Transactions) right to compete acquire any material equity interests, stock, assets or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) businesses of the Company or any of its Subsidiaries after the date hereof; (viii) Contract concerning (A) the formation, creation, operation, management or control of any joint venture, partnership or similar agreement or other similar arrangement with a Third Party or (B) the ownership of any equity interest in any entity or business other than the Subsidiaries of the Company, in each case that is material to the business of the Company and its Subsidiaries, taken as a whole; (ix) Contract pursuant to which (A) the Company or any of their respective “associates” its Subsidiaries are licensed or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 otherwise permitted by a Third Party to use any Intellectual Property material to the business of the Exchange Act)Company and its Subsidiaries, on the taken as a whole (other handthan non-exclusive licenses of “shrink-wrap”, “click-wrap” and “off-the-shelf” software, and non-exclusive licenses of other software that is generally commercially available with one-time or aggregate annual license, maintenance, support and other fees of $100,000 or less per vendor) or (B) any Third Party is licensed or otherwise permitted to use any material Company Intellectual Property; (x) each contract Contract which (A) expressly limits or prohibits the Company or any of its Subsidiaries from competing or freely engaging in business anywhere in the world, (B) purports to restrict the ability of Parent or its Subsidiaries (including the Surviving Corporation and its Subsidiaries) following the Effective Time to compete in any line of business or (C) contains any right of first refusal, right of first negotiation or offer, “most favored nation,” exclusivity or similar covenants that obligates would materially restrict future business activity of the Company or any of its Subsidiaries following the Effective Time, excluding customary back-solicitation provisions; (xi) with respect to material Company Intellectual Property, any (A) Contract that limits the freedom or right of the Company or any of its Subsidiaries to indemnify use such Company Intellectual Property, (B) settlement Contract, consent-to-use or co-existence agreement or (C) Contract providing for the assignment, ownership, creation or development of such Company Intellectual Property (excluding employee and independent contractor agreements on the standard form of the Company or any past of its Subsidiaries which are entered into in the ordinary course of business); (xii) Contract between any Governmental Entity and the Company or present directorsany of its Subsidiaries; (xiii) collective bargaining agreement, officers neutrality agreement, card check agreement or employees any other Contract with any union, works council or other labor organization affecting any employee of the Company or any of its Subsidiaries; (xixiv) Contract between the Company or any of its Subsidiaries, on the one hand, and any director or officer of the Company or its Subsidiaries or any person beneficially owning 5% or more of the outstanding Shares, on the other hand (except for any Company Benefit Plan); (xv) Contract with suppliers of the Company and its Subsidiaries paid more than $250,000 for the 12-month period ending September 30, 2023; (xvi) Contract which restricts the payment of dividends or distributions in respect of any Equity Interests of the Company and its Subsidiaries; or (xvii) other than customer Contracts entered into in the ordinary course, any other Contract not covered by any other subsection hereof, which involves annual consideration in excess of $250,000. (b) Section 3.16(b) of the Company Disclosure Schedule contains a list, in alphabetical order, of the Company’s top fifteen customers by revenue for the 12-month period ending September 30, 2023. (c) The Company has delivered or made available to Parent or its Representatives, including by filing as exhibits to Company SEC Documents, as applicable (i) true and correct copies in all material respects of all written Contracts that are required to be set forth on Section 3.16(a) of the Company Disclosure Schedule and (ii) information on all contracts with the customers set forth on Section 3.16(b) of the Company Disclosure Schedule (clauses (i) and (ii) collectively, the “Company Material Contracts”), together with all material amendments, waivers or other changes thereto (but subject, in each case, to redactions of pricing and other competitively sensitive information to the extent required by Antitrust Law). (d) Except for those that have terminated or expired in accordance with their terms, and except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) each vendorof the Company and its Subsidiaries have performed the obligations required to be performed by it and is not in default under, supplier in breach of, nor in receipt of any written claim of default or third party consulting breach under, any Company Material Contract, (ii) no event has occurred which, with the passage of time or similar contract not otherwise described the giving of notice or both, would result in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected a default or breach by the Company or any of its Subsidiaries will be required to pay feesunder any Company Material Contract and (iii) as of the date hereof, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation Knowledge of the Company, its Subsidiaries there is no breach or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to threatened breach by the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment Company Material Contract. Except for those that have terminated or expired in accordance with their terms, and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, all of the Company Material Adverse Effect, each Company Contract is Contracts are valid and in full force and effect and constitute legal, valid, valid and binding and enforceable in accordance with its terms on obligations of the Company, each of Company or its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is are enforceable against the Company or its Subsidiaries party thereto in full force accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and effect, other similar Laws affecting creditors’ rights generally and subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to havegeneral principles of equity), individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract norand, to the knowledge Knowledge of the Company, is any constitute legal, valid and binding obligations of the other party or parties thereto, enforceable against such party or parties in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and subject, as to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries norenforceability, to the knowledge general principles of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contractequity).

Material Contracts. (a) Section 4.16(a4.09(a) of the Company Disclosure Letter sets forth a true and complete list, as Schedules lists each of the date following Contracts of this Agreementthe Companies (such Contracts, of:together with all Contracts concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage contracts) listed or otherwise disclosed in Section 4.10(b) of the Company Disclosure Schedules and all Company IP Agreements set forth in Section 4.12(b) of the Company Disclosure Schedules, being “Material Contracts”): (i) other than each Contract involving aggregate consideration in excess of One Hundred Thousand Dollars (A$100,000) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreementswhich, in each case in the ordinary course of the Company’s businesscase, each merger, business combination, acquisition, purchase, sale cannot be cancelled thereby without penalty or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000without more than 90 days’ notice; (ii) each contract all Contracts that grants relate to the acquisition or disposition of any right business, a material amount of first refusal stock or right assets of first offer or that limits the ability of the Company, any Subsidiary of the Company other Person or any real property (whether by merger, sale of their respective Affiliates to ownstock, operate, sell, transfer, pledge sale of assets or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty theretootherwise); (iii) each contract all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which any of the Companies is a party and which are not cancellable without penalty or without more than 90 days’ notice; (iv) all Contracts relating to outstanding Indebtedness indebtedness (or commitments or guarantees in respect thereofincluding, without limitation, guarantees) of the Company or a Subsidiary; (v) any of its Subsidiaries partnership, joint venture or similar agreements that are either (whether incurred, assumed, guaranteed i) could require any payment or secured by any asset) contribution in excess of $250,000100,000; (ivvi) each contract any agreement limiting or restraining in any material respect any of the Companies or any successor thereto from soliciting customers or engaging or competing in any manner (including any non-competition covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses), in any location or in any business; (vii) any agreement providing for the license of or settlement with respect to material Company Intellectual Property (other than commercially available software and hardware); (viii) any agreement that grants to any Person any right of first offer or right of first refusal to purchase, lease, sublease, use, possess or occupy all or a substantial portion of the material assets of the Companies, taken as a whole; (ix) any agreement that would provide for any standstill arrangements; (x) all Contracts with any Governmental Authority to which the Company or a Subsidiary any of the Company Companies is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Government Contracts”); (vxi) each employment contract all Contracts that limit or purport to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts limit the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) Companies to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary geographic area or during any period of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Timetime; (xii) each “material contract” all Contracts between or among any of the Companies on the one hand and Transferors or any Affiliate of Transferors (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to other than the Company or any Subsidiary of a Subsidiary) on the Companyother hand; and (xiii) each contract evidencing an interest all collective bargaining agreements or obligation Contracts with any Union to which any of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying Companies is a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investmentparty. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Each Material Adverse Effect, each Company Contract is legal, valid, valid and binding and enforceable on the applicable Company in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability. None of the Companies or, to CreditorsTransferors’ Rights. Except as would not reasonably be expected to haveKnowledge any other party thereto, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach of or default under any Company Contract nor(or, to the knowledge of the CompanyTransferors’ Knowledge, is any other party alleged to any such Company Contract be in breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and accurate correct copies of each Company Material Contract in effect as (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to MedMen. As of the date hereof (including all amendments and modifications) have been furnished of this Agreement, there exists no actual, or to Transferors’ Knowledge threatened, termination, cancellation, or otherwise made available to Parent. Since January 1material limitation of, 2022or any material amendment, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Companymaterial modification or material change to, any MSR Entity, has received written notice of any material violation of or material default under any Company Material Contract.

Material Contracts. (a) Section 4.16(a) Except as set forth on Schedule 3.13 of the Company Disclosure Letter sets forth a true and complete listLetter, as of the date hereof neither the Company nor any of this Agreementits subsidiaries is a party to or bound by any lease, of:agreement, or other contract or legally binding contractual right or obligation of a type described below (collectively, "Company Material Contracts"): (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, written employment agreement with any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) employee of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) subsidiaries providing for annual base compensation in excess of $250,000100,000 per year; (ivii) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or any collective bargaining agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which labor union covering the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiariessubsidiaries; (xiiii) each vendorany contract that would be required to be filed by the Company or any of its subsidiaries with the Securities and Exchange Commission (the "SEC") as exhibits to an Annual Report on Form 10-K if the Company or any of its subsidiaries had securities registered under the 1934 Act; (iv) any agreement for capital expenditures or the acquisition or construction of fixed assets that requires aggregate future payments outside the ordinary course of business in excess of $2,000,000, supplier excluding expenditures for inventory and raw materials relating to the fabrication or third party consulting sale of equipment and parts in the ordinary course of business; (v) any indenture, mortgage, loan, credit, sale-leaseback, guarantee, or other agreement under which the Company or any of its subsidiaries has borrowed money in excess of $2,500,000 or issued, or otherwise become obligated in connection with, any note, bond, indenture, security interest, or other evidence of indebtedness for borrowed money, sold and leased back assets, or guaranteed indebtedness for money in excess of $2,500,000 borrowed by others (excluding hedge, swap, exchange, or similar contract not otherwise described agreements entered into in this Section 4.16(athe ordinary course of business); (vi) any agreement that constitutes a lease under which the Company or any of its subsidiaries is the lessor or lessee of real or personal property, that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after by the Effective Time Company or a subsidiary, as the case may be, without penalty upon not more than 180 calendar day's notice and (B) involves an annual base rental in excess of $500,000, excluding leases under which it is reasonably expected the Synthetic Leases and leases of compressors and related equipment to customers in the ordinary course of business; or (vii) any other agreement not referenced in subsections (i) through (vi) of this Section 3.13(a) that creates or imposes non-competition obligations on the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investmentsubsidiaries. (b) CollectivelyExcept as set forth on Schedule 3.13 of the Company Disclosure Letter, each Company Material Contract listed on Schedule 3.13 of the Company Disclosure Letter is a valid and binding obligation of the Company or a subsidiary, as the case may be, enforceable against the Company or the subsidiary, as the case may be, in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general application with respect to creditors, (ii) general principles of equity, and (iii) the power of a court to deny enforcement of remedies generally based upon public policy. Except as set forth on Schedule 3.13 of the Company Disclosure Letter, the contracts set forth in Section 4.16(a) Company and its subsidiaries have, performed all obligations required to be performed by them through the date hereof under the Company Material Contracts listed on Schedule 3.13 of the Company Disclosure Letter, other than any such obligations the failure of which to perform are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legaland are not (with or without the lapse of time or the giving of notice, validor both) in breach or default in any respect thereunder, binding and enforceable except in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, any such case for such breaches or defaults that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would are not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Except as set forth in Section 4.16(a) 4.20 of the Company Disclosure Letter sets Schedule or as filed as an exhibit with any Company SEC Document, and other than any Company Benefit Plan set forth a true and complete liston Section 4.17 of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries is, as of the date of this Agreementhereof, of:a party to or bound by any loan or credit agreement, note, bond, mortgage, indenture, lease or other binding contract, agreement or commitment (each a “Contract”): (i) that has been or would be required to be filed as a “material contract” by the Company pursuant to Item 601(b)(10) of Regulation S-K of the SEC; (ii) that establishes or governs a partnership or joint venture or similar arrangement; (iii) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for indebtedness of the Company or any of its Subsidiaries in an amount in excess of $1,000,000; (iv) with a Top Customer or Top Supplier and under which the Company or any of its Subsidiaries has made or received payments in excess of $2,000,000 in the twelve months prior to the date hereof or which is otherwise material to the Company and its Subsidiaries, taken as a whole (other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities purchase and sale orders entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and business consistent with past practice); (Bv) repurchase contracts entered pursuant to for the Company’s existing master repurchase agreements (as in effect as purchase or sale of any entity or assets after the date hereofhereof in excess of $1,000,000 (other than customer or supplier Contracts, including contracts that relate to inventory); (vi) to finance that is a collective bargaining agreement; (vii) under which the Company or any of its Subsidiaries has made or received payments in excess of $1,000,000 since July 1, 2012 (other than purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case and sale orders entered into in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which consistent with past practice); (viii) that provides for any obligation of the Company or a Subsidiary any of the Company is a party that contains representationsits Subsidiaries to provide funds to, covenants, indemnities or other obligations make any investment (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt form of a loan, capital contribution or making of future payments in excess of $250,000; (iiotherwise) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Companyin, any Subsidiary of the Company of an amount in excess of $2,000,000 or any other Person of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose an amount in excess of any businesses, securities or assets $1,000,000; (ix) that is an outstanding power of attorney (other than provisions requiring notice powers of attorney granted with respect to foreign legal and tax matters or consent Intellectual Property related filings or which otherwise are not material to assignment by any counterparty theretothe Company and its Subsidiaries, taken as a whole); (iiix) each contract relating to outstanding Indebtedness (that provides for an obligation or commitments or guarantees in respect thereof) liability of the Company or any of its Subsidiaries (whether incurredabsolute, assumedaccrued, guaranteed contingent or secured by otherwise) as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any asset) third party that could result in payments in excess of $250,000; (iv) each contract to which 1,000,000, other than obligations between the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic areaand between Company Subsidiaries); (viixi) each contract pursuant to which that restricts or prohibits in any material respect the ability of the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests compete in any Subsidiary material line of business or in any geographic area, or that limits in any material respect the CompanyPersons to whom the Company can sell products or services; (viiixii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates requires the Company or any of its Subsidiaries to indemnify provide business, distribution or investment opportunities or pricing to any past Person on an exclusive or present directors, officers or employees of the Company or any of its Subsidiariesmost favored nation basis; (xixiii) each vendorthat is a hedge, supplier or third party consulting collar, option, forward purchasing, option, swap, derivative or similar contract not otherwise described in this Section 4.16(aContract; or (xiv) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected a Contract between the Company or any of its Subsidiaries will be required to pay feeson the one hand, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or and any Subsidiary of the Company; and ’s stockholders (xiiiin their capacity as such) each contract evidencing an interest or obligation on the other hand. Each such Contract described in clauses (i)-(xiv) is referred to herein as a “Material Contract”. The Company has made available to Parent correct and complete copies of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investmentall Material Contracts. (b) CollectivelyExcept for breaches, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as violations or defaults which would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Contract of the Material Contracts is legal, valid, valid and binding and enforceable in accordance with its terms on the Company, Company and each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the Company’s knowledge as of the date hereof, each other party thereto, enforceable, subject to the Enforceability Exceptions, against the Company and each of its Subsidiaries party thereto in accordance with its terms, and to the Company, ’s knowledge as of the date hereof each other party thereto, and is in full force and effecteffect and (ii) neither the Company nor any of its Subsidiaries, subjectnor to the Company’s knowledge as of the date hereof any other party to a Material Contract, as is in violation of or default under any provision of any Material Contract and no event has occurred that with the lapse of time or the giving of notice or both would constitute a violation of or default thereunder by the Company or any of its Subsidiaries. The Company or such Subsidiary has performed all obligations required to enforceabilitybe performed by it under each Material Contract and, to Creditors’ Rights. Except the knowledge of the Company as would not reasonably of the date hereof, each other party to each Material Contract has performed all obligations required to be expected to haveperformed by it under such Material Contract, except in each case as, individually or in the aggregate, would not have or reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a) Schedule 5.12 identifies all of the Company Disclosure Letter sets forth a true and complete listfollowing to which the ------------- Subsidiaries are parties or by which the Subsidiaries are bound (collectively, as of the date of this Agreement, of:"Material Contracts"): (i) other than (A) contracts each purchase order, agreement or commitment obligating the Subsidiaries to purchase any products or services and providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent an aggregate payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,0001,000 or not cancelable on 60 days notice; (ii) each contract that grants all agreements relating to the borrowing of money, or liability for the deferred purchase price of property or services (excluding normal and customary trade payables which are not overdue), or any right of first refusal instrument guaranteeing any indebtedness or right of first offer other liability or that limits any obligation to incur any indebtedness, including any interest rate swap or other agreement affecting or relating to interest payable by the ability Subsidiary under any of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)foregoing agreements; (iii) each contract relating to outstanding Indebtedness (any joint venture, partnership, strategic alliance or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000other similar arrangement; (iv) each contract to which the Company or a Subsidiary any guarantee of the Company is a party that involves obligations of the suppliers, officers, directors or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction employees of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”)the Subsidiaries; (v) each employment contract to which any agreement limiting, in any manner, the Company or a Subsidiary ability of the Company is a party other than employment contracts providing for at-will employment that can be terminated at Subsidiaries to engage in any time business anywhere in the world (including, without limitation, any agreements with less than one day’s notice and without liability to the Company m anufacturers or any of its Subsidiariesretailers which contain exclusive dealing o r similar provisions); (vi) each contract containing any non-competeemployment, non-solicitconsulting, exclusivity management, severance or other similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or agreement with any Person or geographic areaPerson; (vii) each contract pursuant to which the Company any union, collective bargaining, works council or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company;similar agreement; or (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (any other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreementcommitment, bifurcation agreement understanding or otherwise) instrument providing for payments to or from an Agency with respect to any MSR Investmentthe Subsidiaries. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Each Material Adverse Effect, each Company Contract is legalthe valid and binding obligation of the Subsidiaries, validas applicable, binding and enforceable against it in accordance with its terms on respective terms, subject to applicable bankruptcy, insolvency moratorium or other laws affecting the Companyenforcement of creditors' rights generally, each and the application of its Subsidiaries and each MSR Entityequitable principles (whether considered in a proceeding at law or in equity). None of the Subsidiaries, as applicable, that is a party thereto and, or to the knowledge Knowledge of the Company, each LLC any of the other party parties thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under (including any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract circumstances that would result in a breach or default thereunder. Complete and accurate copies with notice or lapse of each Company time or both) any such Material Contract in effect as any material respect, nor has waived any material provision of any such Material Contract or agreed to do so. Neither the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither LLC nor the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received any written notice of breach or default (including any material violation written notice of circumstances that would constitute a breach or material default with notice or lapse of time or both) or termination under any Company Material Contract. (c) A true, complete and correct copy of each Material Contract, including each agreement and instrument listed on Schedule 11.3, ------------- has been provided to Cornerstone on or before the Closing Date. All construction contemplated by the agreements and instruments listed on Schedule 11.3 has been completed to the satisfaction of ------------- the lender thereunder and the loans referenced therein have been fully converted to permanent loans.

Material Contracts. Except as set forth in Schedule 4.16 of the Disclosure Schedules, none of the Company or any Company Subsidiary is a party to or obligated under: (a) Section 4.16(aany Contract which obligates the Company or any Company Subsidiary for payments in any future calendar year in excess of RMB2,000,000, in the aggregate, and which is not terminable by the Company or the Company Subsidiaries without additional payment or penalty within ninety (90) days of delivery of notice of such termination; (b) any Contract which restricts the Company or any Company Subsidiary from engaging in any line of business or competing with any Person in any geographic region; (c) any partnership, limited liability company agreement, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture which is not a wholly-owned subsidiary of the Company; (d) any Contract (other than among the Company Subsidiaries) under which Indebtedness in excess of RMB2,000,000 is outstanding or pursuant to which any property or asset of the Company Disclosure Letter sets forth a true and complete list, as or any of the date Company Subsidiaries having a book value of this Agreementmore than RMB2,000,000 is mortgaged, of:pledged or otherwise subject to an Encumbrance or any Contract restricting the incurrence of Indebtedness or the incurrence of Encumbrances or restricting the payment of dividends; (ie) other than any Contract entered into within three (A3) contracts providing years prior to the date hereof for the acquisitionacquisition or disposition, purchasedirectly or indirectly (by merger or otherwise), sale, funding, pledging of assets or divestiture capital stock or other equity interests of Company Portfolio Securities entered into by the Company, its Subsidiaries another Person for aggregate consideration in excess of RMB2,000,000 and any term sheets or the MSR Entities in the ordinary course letters of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as intent in effect and not expired as of the date hereof, whether or not binding, relating to any of the foregoing in this clause (e); (f) other than Contracts for ordinary repair and maintenance, any Contract relating to finance the purchase price development or construction of, or additions or expansions to, the Properties, under which the Company or any of assets the Company Subsidiaries has, or refinance the Company’s repurchase obligations pursuant expects to such master repurchase agreementsincur, an obligation in each case excess of RMB2,000,000 in the ordinary course aggregate that has not been satisfied as of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract date hereof; (g) any Contract to which the Company or a Subsidiary any of the Company is a party that contains representationsSubsidiaries has continuing indemnification obligations or potential liability under any purchase price adjustment that, covenantsin each case, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would could reasonably be expected to result in the receipt or making of future payments of the Company or such Company Subsidiary of more than RMB2,000,000 or any Contract relating to the settlement or proposed settlement of any Legal Action, which involves the issuance of equity securities or payment of an amount, in any such case, having a value of more than RMB2,000,000; (h) any Contract for the employment of, or receipt of any services from, any director, officer or other employee on a full-time, part-time, consulting or other basis providing annual case compensation from the Company or any Subsidiary in excess of $250,000RMB500,000; (iii) each contract that grants any right Contract which relates to any material Intellectual Property; (j) any Contract (other than Contracts referenced in clause (a) through (i) of first refusal this Section 4.16) which by its terms call for payments by the Company and the Company Subsidiaries in excess of RMB2,000,000; (k) any Contract with any Sellers or right of first offer any current officer or that limits the ability of the Company, any Subsidiary director of the Company or any of their respective Company Subsidiary or any other Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000;Company Subsidiary; or (ivl) each contract any Contract that requires a consent to which the Company or otherwise contains a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement provision relating to a forward“change of control’, swap or other hedging transaction any Contract that would prohibit or delay the consummation of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the transactions contemplated by this Agreement or the Company Documents, or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at would trigger, give rise to, accelerate or augment any time with less than one day’s notice and without liability to the Company liabilities or terminate or modify any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability rights of the Company or any Company Subsidiary as a result of its Subsidiaries (including Parent upon the consummation of the Transactionstransactions contemplated hereby (the Contracts described in clause (a) through (k) of this Section 4.16 and those agreements set forth in Schedule 4.13 of the Disclosure Schedules together with all exhibits and schedules thereto collectively, the “Material Contracts”). (m) (i) Neither the Company nor any Company Subsidiary is in material breach of or material default (with or without notice, lapse of time or both) under the terms of any Material Contract, (ii) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary Knowledge of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary as of the Companydate hereof, no other party to any Material Contract is in breach of or default (with or without notice, lapse of time or both) under the terms of any Material Contract and (iii) each Material Contract is a valid and binding obligation of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually effect assuming that each such Material Contract is a valid and binding obligation of the other party or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, parties to the knowledge of Material Contract. The Company has, no later than fifteen (15) days prior to the CompanyClosing Date, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1Purchaser true and complete copies of all Material Contracts, 2022, neither the Company nor including any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contractamendment thereto.

Material Contracts. No Group Company is a party to or obligated under: (a) Section 4.16(aany contract which obligates the Group for any payments in excess of 250,000 RMB, in the aggregate, and which is not terminable by any Group without additional payment or penalty within ninety (90) days of delivery of notice of such termination; (b) any contract which restricts any Group Company from engaging in any line of business or competing with any Person in any geographic region; (c) any partnership, limited liability company agreement, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture which is not wholly-owned by one or more Group Companies; (d) any contract (other than among the Group Companies) under which Indebtedness in excess of 250,000 RMB is outstanding or pursuant to which any property or asset of the Company Disclosure Letter sets forth one or more Group Companies having a true and complete listbook value of more than 250,000 RMB is mortgaged, as pledged or otherwise subject to an Encumbrance or any contract restricting the incurrence of Indebtedness or the incurrence of Encumbrances or restricting the payment of dividends; (e) any contract entered into within three (3) years prior to the date of this Agreement, of: (i) other than (A) contracts providing hereof for the acquisitionacquisition or disposition, purchasedirectly or indirectly (by merger or otherwise), sale, funding, pledging of assets or divestiture capital stock or other equity interests of Company Portfolio Securities entered into by the Company, its Subsidiaries another Person for aggregate consideration in excess of 250,000 RMB and any term sheets or the MSR Entities in the ordinary course letters of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as intent in effect and not expired as of the date hereof, whether or not binding, relating to any of the foregoing in this clause (e); (f) other than contracts for ordinary repair and maintenance, any contract relating to finance the development or construction of, or additions or expansions to, the Leased Real Properties, under which the Group Companies have, or expect to incur, in the aggregate one or more obligations in excess of 250,000 RMB in the aggregate that have not been satisfied as of the date hereof; (g) any contract to which any Group Company has continuing indemnification obligations or potential liability under any purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreementsadjustment that, in each case in the ordinary course of the Company’s businesscase, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would could reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits by the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or Group Companies in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, more than 250,000 RMB or any contract relating to the knowledge settlement or proposed settlement of any Legal Action, which involves the Companyissuance of equity securities or payment of an amount, each in any such case, having a value of more than 250,000 RMB; (h) any contract for the employment of, or receipt of any services from, any director, officer or other party theretoemployee on a full-time, and is part-time, consulting or other basis providing annual case compensation from the Group Companies in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or excess of 250,000 RMB in the aggregate, a Company Material Adverse Effect, neither the Company nor ; (i) any contract which relates to any Intellectual Property; (j) any contract (other than contracts referenced in clause (a) through (i) of this Section 4.15) which by its Subsidiaries nor any MSR Entity is in breach terms call for payments by one or default under any Company Contract nor, to the knowledge more of the Group Companies in excess of 250,000 RMB in the aggregate; (k) any contract with any current officer or director of any Group Company or any Affiliates of any Group Company, is including any other party to JZH Holder; or (l) any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished contract that requires a consent to or otherwise made available contains a provision relating to Parent. Since January 1a “change of control’, 2022, neither or any contract that would prohibit or delay the Company nor any of its Subsidiaries nor, to the knowledge consummation of the Companytransactions contemplated by this Agreement, or that would trigger, give rise to, accelerate or augment any MSR Entity, has received written notice liabilities or terminate or modify any rights of any material violation Group Company as a result of or material default under any Company Contractthe consummation of the transactions contemplated hereby (the contracts described in clause (a) through (k) of this Section 4.15 and those agreements set forth in Schedule 4.12(a) of the Disclosure Schedules together with all exhibits and schedules thereto collectively, the “Material Contracts”).

Material Contracts. (a) Schedule 4.14(a) sets forth, by reference to the applicable subsection of this Section 4.16(a) 4.14(a), all of the following Contracts to which the Company Disclosure Letter sets forth and/or the Subsidiaries are a true and complete listparty or by which the Company and/or the Subsidiaries or their respective assets or properties are bound (collectively, as of the date of this Agreement, of:“Material Contracts”): (i) other than (A) contracts providing for the acquisitionContracts with Sellers, purchase, sale, funding, pledging any of its respective Affiliates or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries any current or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000former Related Person; (ii) each contract that grants Contracts with any right of first refusal labor union or right of first offer or that limits the ability of the Company, association representing any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)Employee; (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) Contracts for the sale of any of the assets of the Company or the Subsidiaries other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000assets; (iv) each contract to which the Company Contracts for joint ventures, strategic alliances, partnerships, licensing arrangements, or a Subsidiary sharing of the Company is a party that involves profits or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”)proprietary information; (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one dayIntellectual Property Licenses, except Company’s notice and without liability standard end user license to the Company or any Proprietary Software and except licenses of its Subsidiariescommercial off-the-shelf Software available on reasonable terms for a license fee of no more than $20,000; (vi) each contract Contracts containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability (A) covenants of the Company or any of its the Subsidiaries (including Parent upon consummation of the Transactions) not to compete or otherwise engage with any Person in any line of business business, industry or with geographical area or restricting the solicitation, engagement or hiring of any Person or geographic areaotherwise restricting the operation of the Company or the Subsidiaries or (B) covenants of any other Person not to compete with the Company or the Subsidiaries in any line of business, industry or geographical area or restricting the solicitation, engagement or hiring of any Person; (vii) each contract Contracts relating to the acquisition (by merger, purchase of equity or assets or otherwise) of any operating business, material assets or capital stock of any other Person; (viii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company or the Subsidiaries, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (ix) Contracts giving rise to material Liabilities of the Company or the Subsidiaries; (x) all Contracts obligating the Company or the Subsidiaries to provide or obtain products or services for a period of one (1) year or more or requiring the Company or the Subsidiaries to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts (A) relating to the employment of, or the performance of services by, any Person, including any current or former Employee or Independent Contractor, (B) pursuant to which the Company or any Subsidiary of the Company Subsidiaries are or may be become obligated to issue make any severance, retention, change of control, Transaction Expense, termination or repurchase similar payment to any Company Capital Stock current or any capital stock former Employee, Independent Contractor or other equity interests in any Subsidiary of the Company; director, or (viiiC) each partnership, joint venture, limited liability company or strategic alliance agreement pursuant to which the Company or a Subsidiary of the Company is a party (other than Subsidiaries are or may become obligated to make any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Companybonus, on the one handsales compensation, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described payment (whether in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any form of its Subsidiaries will be required to pay feescash, expenses stock, or other costs in excess of $250,000 following the Effective Timesecurities but excluding payments constituting base salary); (xii) each outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the Company or the Subsidiaries; (xiii) Contracts (or group of related Contracts) which involve the expenditure or receipt of more than $25,000 annually or $50,000 in the aggregate or require performance by any party more than one (1) year from the date hereof; (xiv) Contracts with a Governmental Body; (xv) Contracts (A) imposing any confidentiality obligation on the Company or the Subsidiaries or on any other Person (other than routine nondisclosure agreements or routine confidentiality provisions contained in agreements entered into by the Company or the Subsidiaries in the Ordinary Course of Business), (B) containing “material contractstandstill” or similar provisions, or (as C) providing any right of first negotiation, right of first refusal or similar right to any other Person; (xvi) Contracts related to any broker, distributor, dealer, manufacturer’s representative, franchise, agency (foreign or domestic), continuing sales or purchase, sales promotion, market research, marketing, consulting or advertising; (xvii) Contracts containing a provision which provides exclusivity to any other Person, that any term of such term is defined Contract will be no less favorable to any other Person either individually or in Item 601(b)(10the aggregate than similar provisions in any other Contract, or any other similar “most favored nation” or “most favored customer” provision in favor of any other Person; (xviii) Contracts containing an obligation to indemnify any current or former officer or director of the Company and the Subsidiaries or to indemnify any other Person in connection with the acquisition (whether by means or merger, stock sale or asset sale) of Regulation S-K any Person, except for any such Contract that is no longer in effect and under the Exchange Actwhich no claim has been made or threatened; (xix) not otherwise described in this Section 4.16(aContracts involving any Significant Customer or Significant Provider; (xx) settlement document or Contract with respect to any Legal Proceeding involving the Company or the Subsidiaries (but only to the extent such documents contain any unfulfilled or continuing obligations of Company); (xxi) Contracts under which the Company or the Subsidiaries (A) collects or processes personally identifiable information, or (B) transfers personally identifiable information to a third party for that third party’s processing or use; (xxii) Real Property Leases; and (xxiii) Contracts that are otherwise material to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR InvestmentSubsidiaries. (b) Collectively, Each of the contracts set forth Material Contracts is in Section 4.16(a) are herein referred to as full force and effect and is the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, validvalid and binding obligation of the Company and the Subsidiaries which is a party thereto, binding and of the other parties thereto enforceable against each of them in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge upon consummation of the Companytransactions contemplated by this Agreement, each other party theretoshall, and is except as otherwise set forth on Schedule 4.14(b), continue in full force and effect, subject, as to enforceability, to Creditors’ Rightseffect without penalty or other adverse consequence following the Closing. Except as would The Company and the Subsidiaries are not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract Material Contract, nor, to the knowledge Knowledge of the Company, is any other party to any such Company Material Contract in breach of or default thereunder, and no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a breach or default on the Company and the Subsidiaries or any other party thereunder. Complete and accurate copies of each Company Contract in effect as No party to any of the date hereof (including all amendments Material Contracts has exercised any termination rights with respect thereto, and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, no party has received written given notice of any material violation significant dispute with respect to any Material Contract. The Company and the Subsidiaries have Made Available true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or material default under any Company Contractsupplements thereto.

Material Contracts. (a) Section 4.16(aSchedule 3.10(a) of the Company Disclosure Letter sets forth a true correct and complete list, as list of the date following types of this AgreementContracts to which any Company Entity is a party or under which any Company Entity has material continuing Liabilities (collectively, of:and together with the leases related to the Leased Real Property listed on Schedule 3.09(a), the "Material Contracts"): (i) collective bargaining agreement or any other Contract with a labor union or association representing any Business Employee; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) equity purchase, option or equity-based plan; (iv) other than with respect to the Options, any employment, change of control, severance, consulting or restrictive covenant Contract with any current or former (A) contracts providing officer, director or manager of any Company Entity, (B) any Business Employee (other than employment Contracts terminable at will without any further obligation of the Company Entities), or (C) individual independent contractor; (v) Contract as obligor or guarantor relating to Indebtedness; (vi) guaranty of any obligation for borrowed money; (vii) any Contract under which it is lessee of, or holds or operates, any personal property owned by any other party, in each case, for which the acquisitionannual rental exceeds $150,000, purchaseor (viii) any Licenses-In and Licenses-Out; (ix) (A) distribution, salesales representative, fundingmarketing or similar agreement relating to the distribution, pledging marketing or divestiture advertising of Company Portfolio Securities entered into by any of the Company, its Subsidiaries or the MSR Entities in the ordinary course of businessProducts, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase Contract between any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the CompanyEntity, on the one hand, and any officermanufacturers' agents, director brokers or Affiliate selling agents, on the other hand, pursuant to which any Company Entity makes commission payments, including the Broker Agreements; (other than a wholly owned Subsidiary of the Companyx) of the any Contract that obligates any Company or any of its Subsidiaries Entity or any of their respective “associates” Affiliates to conduct business on an exclusive or “immediate family” members preferential basis or that contains a "most favored nation" or similar covenant with any Person; (as such terms are defined xi) any partnership or joint venture Contract; (xii) any Contract relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which any Company Entity has continuing obligations following the date hereof; (xiii) any Contract that limits, impedes, interferes with or restricts the ability of any Company Entity or any of their Affiliates to (A) compete with any Person in Rule 12b-2 a product line or line of business, (B) operate in any geographic location, (C) engage in any line of business, or (D) solicit for employment, hire or employ any Person; (xiv) any Contract that contains an exclusivity, requirements, "take or pay" or similar provision binding on any Company Entity; (xv) any Contract with a Governmental Authority, other than customer Contracts or purchase or sale orders entered into in the ordinary course of business; (xvi) any Contracts between or among any Company Entity on the one hand and Rule 16a-1 Seller or any Affiliate of the Exchange Act), Seller (other than any Company Entity) on the other hand; (xxvii) each contract any Contract that obligates the grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of any Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its SubsidiariesEntity; (xixviii) each vendorany co-manufacturing Contract or supply Contract with a co-manufacturer; (xix) any Contract with a Material Customer, supplier other than purchase orders entered into in the ordinary course of business; (xx) any Contract with a Material Supplier; (xxi) any professional employer organization Contract; (xxii) other than Contracts with Material Customers and Material Suppliers, any Contract for the purchase for the purchase of services or third party consulting or similar contract not otherwise described in this Section 4.16(a) that products providing for either (A) cannot be voluntarily terminated pursuant to its terms within 60 days after payments by the Effective Time and Company Entities of $1,000,000 or more in any calendar year; or (B) under which it is reasonably expected anticipated receipts by the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess Entities of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined 1,000,000 or more in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Companycalendar year; and (xiiixxiii) each contract evidencing an interest any Contract restricting in any material respect any Company Entity's use or obligation ownership of the any Company Intellectual Property Rights, any Contract resolving any dispute concerning Intellectual Property Rights, and any Contract adversely affecting any Company Entity's exclusive ownership of any Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment-Owned Intellectual Property Rights, including (A) Indebtedness related coexistence agreements, consent agreements, settlement agreements, joint development agreements, covenants not to such MSR Investmentxxx, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investmentco-branding agreements, to the extent such MSR Investment is entered into between the Companyco-marketing agreements, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (eachassignments, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment than Licenses-In and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR InvestmentLicenses-Out. (b) Collectively, the contracts set forth The Company has made available to Purchasers a correct and complete copy of each Material Contract. Each Material Contract and other material Contract to which any Company Entity is a party is in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, full force and effect and is a Company Material Adverse Effect, each Company Contract is legal, validvalid and binding obligation of the applicable Company Entity, binding and enforceable in accordance with its respective terms on against the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto applicable Company Entity and, to the knowledge of the CompanySeller's Knowledge, each other party theretoto such Material Contract or other material Contact, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies. There is in full force and effect, subject, as no existing material default or material breach by any Company Entity under any Material Contract or other material Contract to enforceabilitywhich any Company Entity is a party (or, to Creditors’ Rights. Except as would not reasonably be expected to haveSeller's Knowledge, individually event or in the aggregatecondition that, with or without notice or lapse of time or both, could constitute such a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach material default or default under any Company Contract normaterial breach) and, to the knowledge Seller's Knowledge, there is no such default or breach (or event or condition that, with or without notice or lapse of the Companytime or both, is could constitute a default or breach) with respect to any other party to any Material Contract or other material Contract to which any Company Entity is a party. To Seller's Knowledge, there has not been any notice or threat to terminate any Material Contract or any other material Contract to which any Company Entity is a party. To Seller's Knowledge, no event has occurred which (with or without notice or lapse of time or both) permits any termination, modification or acceleration of payment, or requires any payment, under any Material Contract or any other material Contract to which any Company Entity is a party. (c) Schedule 3.10(c) sets forth a correct and complete list of each loan, application for assistance or stimulus payment that any Company Entity has received or for which any Company Entity has applied pursuant to the Paycheck Protection Program loan, Economic Stabilization Fund loan or other United States Small Business Administration loan relating to COVID-19 (collectively, the "COVID-19 Assistance"). All certifications, representations and indications made by or on behalf of such Company Contract Entity to any Person, including any Governmental Authority, in breach or default thereunder. Complete connection with the COVID-19 Assistance were correct and accurate copies of each Company Contract complete in effect as of the date hereof (including all amendments respects when made and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any were prepared in compliance in all material violation of or material default under any Company Contractrespects with all applicable Laws.

Material Contracts. None of the Target Entities, nor any of their respective Assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under, (a) Section 4.16(aany employment, severance, termination, consulting, or retirement Contract providing for aggregate payments to any Person in any calendar year in excess of $150,000, (b) any Contract relating to the borrowing of money by any Target Entity or the Company Disclosure Letter sets forth a true and complete list, as guarantee by any Target Entity of the date of this Agreement, of: any such obligation (i) other than (A) contracts providing for the acquisitionContracts evidencing deposit liabilities, purchasepurchases of federal funds, salefully-secured repurchase agreements, fundingand Federal Home Loan Bank advances of depository institution Subsidiaries, pledging trade payables and Contracts relating to borrowings or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities guarantees made in the ordinary course of business) in excess of $2,000,000, and (Bc) repurchase contracts entered pursuant any Contract which prohibits or restricts any Target Entity from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other Person, (d) any Contract between or among Target Entities, (e) any Contract relating to the Company’s existing master repurchase agreements purchase or sale of any goods or services by a Target Entity (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case other than Contracts entered into in the ordinary course of business and involving payments under any individual Contract not in excess of $500,000 or involving Loans, borrowings or guarantees originated or purchased by any Target Entity in the Company’s ordinary course of business), each merger(f) any Contract which obligates any Target Entity (or, following the consummation of the Merger, Buyer or any of its Subsidiaries) to conduct business combinationwith any third party on an exclusive or preferential basis, (g) any Contract which requires referrals of business or requires any Target Entity to make available investment opportunities to any person on a priority or exclusive basis, (h) any Contract which grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of any Target Entity, (i) any Contract which limits the payment of dividends by any Target Entity, (j) any Contract pursuant to which any Target Entity has agreed with any third parties to become a member of, manage or control a joint venture, partnership, limited liability company or other similar entity, (k) any Contract pursuant to which any Target Entity has agreed with any third party to a change of control transaction such as an acquisition, purchase, sale divestiture or divestiture contract to merger and which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including indemnification, “earnoutearn-out” or other contingent payment obligations) that would reasonably be expected are still in effect, (l) any Contract which relates to result in Intellectual Property of Target (including permitting the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability use of the Company, any Subsidiary of the Company name “Sterling Bank” or any of their respective Affiliates to ownvariant thereof), operate, sell, transfer, pledge or otherwise dispose of (m) any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by Contract between any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the CompanyTarget Entity, on the one hand, and (1) any officer or director of any Target Entity, or (2) to the Knowledge of Target, any (x) record or beneficial owner of five percent (5%) or more of the voting securities of Target, (y) Affiliate or family member of any such officer, director or record or beneficial owner or (z) any other Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act)Target, on the other hand; (x) each contract that obligates the Company or any , except those of its Subsidiaries a type available to indemnify any past or present directors, officers or employees of the Company Target generally, or (n) any of its Subsidiaries; (xi) each vendor, supplier other Contract or third party consulting or similar contract not otherwise described in this Section 4.16(a) amendment thereto that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will would be required to pay feesbe filed as an exhibit to a SEC Report filed by Target with the SEC as of the date of this Agreement (together with all Contracts referred to in Sections 4.11 and 4.15(a), expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with Target Contracts”). With respect to each Target Contract: (i) the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment Contract is entered into between the Company, its Subsidiaries or any MSR Entity valid and binding on the applicable MSR purchaser (eachTarget Entity, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable against it in accordance with its terms on the Company, each of its Subsidiaries in full force and each MSR Entity, as applicable, that is a party thereto effect and, to the knowledge Knowledge of Target, is valid and binding on the Company, each other party parties thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR ; (ii) no Target Entity is in breach Default thereunder; (iii) no Target Entity has repudiated or default under waived any Company Contract nor, to the knowledge material provision of the Company, is any such Contract; and (iv) no other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries noris, to the knowledge Knowledge of Target, in Default in any material respect or has repudiated or waived any material provision thereunder. All of the Company, any MSR Entity, has received written notice indebtedness of any material violation of Target Entity for money borrowed is prepayable at any time by such Target Entity without penalty or material default under any Company Contractpremium.

Material Contracts. (a) Section 4.16(a) Except as listed or described on Schedule 3.10 (such Contracts listed or described on Schedule 3.10 being collectively referred to as the “Material Contracts”), none of the Company Disclosure Letter sets forth Companies or the AEC Subsidiary is a true and complete listparty to or bound by any written or oral leases, as of the date of this Agreementagreements, of: or other contracts, including, without limitation, those described in (i) other than through (Aix) inclusive below, but excluding any contracts providing for the acquisitionwith contingent liabilities or required aggregate future payments of $250,000 or less, purchaseLeases, saleCompany Employee Benefit Plans, funding, pledging or divestiture of Company Portfolio Securities EMES Employee Benefit Plans and purchase orders entered into by the Company, its Subsidiaries or the MSR Entities issued in the ordinary course of business. Except for the Material Contracts, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as none of the date hereof) to finance Companies or the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a AEC Subsidiary of the Company is a party that contains representations, covenants, indemnities to: (i) any collective bargaining arrangement or other obligations contractual agreement with any labor union; (including “earnout” ii) any Contract for capital expenditures or other the acquisition or construction of fixed assets with contingent payment obligations) that would reasonably be expected to result in the receipt liabilities or making of requiring aggregate future payments in excess of $250,000; (iiiii) each contract that grants any right Contract for the purchase or sale of first refusal inventory, materials, supplies, merchandise, machinery, equipment, parts or right other property, assets, or services with contingent liabilities or requiring aggregate future payments in excess of first offer $250,000, excluding purchase orders entered into or that limits issued in the ability ordinary course of the Company, business; (iv) any Subsidiary of the Company or Contract relating to Indebtedness; (v) any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of Contract granting any businesses, securities or assets Person a Lien (other than provisions requiring notice Permitted Liens or Liens that will be released at Closing) on all or any part of the assets of the Companies or consent to assignment by any counterparty thereto)the AEC Subsidiary; (iiivi) each contract any Contract relating to outstanding Indebtedness (the purchase, sale or commitments disposal of any equity interest or guarantees in respect thereof) other securities of the Company Companies or the AEC Subsidiary; (vii) any Contract under which the Companies or the AEC Subsidiary is (i) a lessee or sublessee of its Subsidiaries any machinery, equipment, vehicle (whether incurredincluding fleet equipment) or other tangible personal property or (ii) a lessor of any other personal property, assumed, guaranteed or secured by any asset) in each case requiring aggregate future payments in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company any Contract restricting or strategic alliance agreement to which prohibiting the Company Companies or a the AEC Subsidiary of from conducting business anywhere in the Company is a party (other than any such agreement solely between United States or among elsewhere in the Company and its wholly owned Subsidiaries);world; and (ix) each contract between any joint venture or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment partnership agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) CollectivelyThe Companies have made available to Buyer a true and complete copy of each written Material Contract, the contracts and written summary of each of oral contract, including in all instances all amendments and other modifications thereto. Except as set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecton Schedule 3.10, each Company Material Contract is legala valid and binding obligation of each Company or AEC Subsidiary party thereto, valid, binding and enforceable in accordance with its terms terms, subject only to (i) bankruptcy, insolvency, reorganization, moratorium and other Laws affecting the rights of creditors generally and (ii) principles of equity, whether considered at law or in equity. Except as set forth on the CompanySchedule 3.10, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and Material Contracts is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would set forth on Schedule 3.10, to Seller’s Knowledge, the Companies and the AEC Subsidiary have performed all material obligations required to be performed by them prior to the date hereof under the Material Contracts and are not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in material breach or default under thereunder nor has any Company Contract norevent occurred which, to with the knowledge giving of notice or the Companypassage of time or both, is any other party to any such Company Contract in would constitute a material breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contractdefault.

Material Contracts. (ai) Section 4.16(a6.1(A)(t)(i) of the Company Allergan Disclosure Letter Schedule sets forth a true and complete list, list as of the date of this Agreement of each of the following Contracts (other than any Allergan Benefit Plan) to which Allergan or any of its Subsidiaries is a party or by which it is bound (each such Contract required to be so listed, and each of the following types of Contracts (other than any Allergan Benefit Plan) described below to which Allergan or any of its Subsidiaries becomes a party or by which it otherwise becomes bound after the date of this Agreement, of:an “Allergan Material Contract”): (A) each (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging acquisition or divestiture Contract (including any Contracts pursuant to which any member of Company Portfolio Securities entered into by the CompanyAllergan Group has transferred or agreed to transfer ownership of any Intellectual Property) and (ii) license (including any in-license or out-license and any sublicense), its Subsidiaries collaboration agreement or the MSR Entities similar or equivalent Contract, that, in the ordinary course case of business, each of clauses (i) and (Bii), (x) repurchase contracts entered has a maximum potential value (or which otherwise requires the receipt or making of payments) in excess of $100 million (including pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreementsany “earn-out,” contingent value rights, in each case in the ordinary course of the Company’s businessmilestone payments, each mergerlicense fees, business combinationroyalty payments, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” development costs or other contingent payment or value obligations), (y) involves the issuance of any Equity Securities of Allergan or any of its Subsidiaries to a Third Party following the date of this Agreement or (z) grants to any Person (other than any member of the Allergan Group) any right of first refusal, right of first negotiation, right of first offer, option to purchase, option to license, or any other similar rights with respect to any Allergan Product or any material Intellectual Property of Allergan; (B) any Contract with any Governmental Entity that is material to Allergan and its Subsidiaries, taken as a whole, and involving or that would reasonably be expected to result involve payments to or from any Governmental Entity in the receipt or making of future payments an amount having a maximum potential value in excess of $250,000100 million; (iiC) each contract any Contract that grants (x) limits or purports to limit, in any right material respect, the freedom of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company Allergan or any of its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the freedom of AbbVie or any of its Affiliates to take such actions after the Effective Time, (y) contains exclusivity or “most favored nation” obligations or restrictions that restrict or purport to restrict Allergan or any of its Subsidiaries in any material respect or that would so limit or purport to limit AbbVie or any of its Affiliates after the Effective Time, (z) contains any other provisions materially restricting or purporting to materially restrict the ability of Allergan or any of its Subsidiaries to sell, market, distribute, promote, manufacture, develop, commercialize, test or research any Allergan Products through third parties or that would so limit or purport to limit AbbVie or any of its Affiliates after the Effective Time; (D) any Contract relating to third party indebtedness for borrowed money in excess of $100 million (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company Allergan or any of its Subsidiaries; (viE) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company Contract restricting Allergan or any of its Subsidiaries from (including Parent upon consummation x) the payment of dividends (y) the Transactionsmaking of distributions to shareholders or (z) the ability to compete repurchase or otherwise engage in any line of business or with any Person or geographic arearedeem Equity Securities; (viiF) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization, research, development or other equity interests in any Subsidiary of similar agreement, which is material to the CompanyAllergan Group, taken as a whole; (viiiG) each partnershipany Contracts or other transactions with any (A) executive officer or director of Allergan, joint venture, limited liability company or strategic alliance agreement to which (B) affiliate (as such term is defined in Rule 12b-2 promulgated under the Company Exchange Act) or a Subsidiary “associates” (or members of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members ”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach executive officer, director or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contract.beneficial owner;

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date For purposes of this Agreement, ofa “Material Contract”) shall mean: (i) Any employment, severance, retention, deal bonus, consulting or other Contract with any Company Personnel which will require the payment of amounts by the Company or any of its Subsidiaries, as applicable, after the date hereof in excess of $150,000 per annum; (ii) Any collective bargaining agreement with any labor union; (iii) Any Contract for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments in excess of $500,000; (iv) Any Contract, other than (A) contracts providing for the acquisitionCompany Certificate, purchaseCompany Bylaws or other corporate documents of the Company and its Subsidiaries, sale, funding, pledging containing covenants of the Company or divestiture any of Company Portfolio Securities entered into by the Company, its Subsidiaries to indemnify or the MSR Entities in the ordinary course hold harmless another person or group of businesspersons, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets unless such indemnification or refinance the Company’s repurchase obligations pursuant hold harmless obligation to such master repurchase agreementsperson, or group of persons, as the case may be, would not reasonably be expected to exceed a maximum of $500,000; (v) Any Contract requiring aggregate future payments or expenditures in each case excess of $500,000 and relating to corrective cleanup, abatement, remediation or similar actions in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale connection with environmental liabilities or divestiture contract obligations; (vi) Company IP Agreements; (vii) Any Contract pursuant to which the Company or any of its Subsidiaries has entered into a Subsidiary partnership or joint venture with any other person (other than the Company or any of its Subsidiaries); (viii) Any (i) indenture, mortgage, loan, guarantee or credit Contract under which the Company or any of its Subsidiaries has outstanding indebtedness or any outstanding note, bond, indenture or other evidence of indebtedness for borrowed money or otherwise or (ii) guaranteed indebtedness for money borrowed by others, in each case, for or guaranteeing an amount in excess of $500,000; (ix) Any Contracts (i) providing for any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated pursuant to the Securities Act) where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving or material liabilities of the Company is a party that contains representations, covenants, indemnities or any of its Subsidiaries in the Company’s published financial statements or other obligations Company SEC Documents or (including “earnout” ii) providing for any loan by the Company or other contingent payment obligationsany of its Subsidiaries to the counterparty to such Contract (or to an affiliate of such counterparty) that would reasonably be expected to result in the receipt or making of future payments for an amount in excess of $250,000; (iix) each contract Any Contract (i) containing a covenant that grants prohibits or restricts, in any right of first refusal or right of first offer or that limits the ability of the Companymaterial respect, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries from engaging in any business activities in any geographic area, line of business or customer segment or otherwise in competition with any Person, or (whether incurred, assumed, guaranteed ii) that grants material exclusivity rights or secured “most favored nations” status to the counterparty thereof; (xi) Contracts providing for “earn-outs,” “performance guarantees” or other similar contingent payments by the Company or any asset) Subsidiary which would reasonably be expected to be in excess of $250,000500,000 during any twelve-month period; (ivxii) each contract to which the Company Any Government Contract or a Subsidiary of the Company is a party that involves or constitutes an interest rate capGovernment Bid, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for atany such Government Contract or Government Bid that is with a Government-will employment owned hospital or ambulance service and that can would not reasonably be terminated at any time with less than one day’s notice and without liability expected to the Company involve payments by or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary excess of the Company$250,000 per annum; (viiixiii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party Any material Contract (other than any such agreement solely including guarantees) between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any wholly-owned Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned another Subsidiary of the Company that is not wholly-owned by the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (xxiv) each contract Any Contract entered into on or after January 1, 2001 relating to the acquisition or disposition of any business or any assets (whether by merger, sale of stock or assets or otherwise) in an amount in excess of $500,000 to the extent that obligates there are continuing obligations thereunder as of the date hereof; and (xv) Any Contract (other than Contracts of the type described in subclauses (i) through (xiv) above) that involves aggregate payments by or to the Company or any of its Subsidiaries to indemnify any in excess of $500,000 per annum, other than purchase or sales orders or other Contracts entered into in the ordinary course of business consistent with past practice that are terminable or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected cancelable by the Company or any of its Subsidiaries will be required to pay fees, expenses without penalty on 90 days’ notice or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investmentless. (b) Collectively, the contracts set forth in Section 4.16(a3.09(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and Company Disclosure Schedule sets forth a list of all Material Contracts as of the date of this Agreement. Each such Material Contract is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and neither the Company nor any of its Subsidiaries nor has repudiated or waived any MSR Entity is in breach or default under any Company Contract normaterial provision of such Material Contract, except to the knowledge of extent that (i) such Material Contract has previously expired in accordance with its terms or (ii) the Companyfailure to be in full force and effect, is any other party to or any such Company Contract repudiation or waiver, individually or in breach or default thereunderthe aggregate, has not had and would not reasonably be likely to have a Material Adverse Effect. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither Neither the Company nor any of its Subsidiaries Subsidiaries, nor, to the knowledge of the Company’s Knowledge, any MSR Entitycounterparty to any such Material Contract, has received written notice violated or is alleged to have violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default under the provisions of any material violation of such Material Contract, except in each case for those violations and defaults which, individually or material default under any Company Contractin the aggregate, has not had and would not reasonably be likely to have a Material Adverse Effect.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete list, as of Other than for Contracts entered into after the date of this Agreementhereof and prior to the Closing (which if material will be identified to the Purchaser in writing prior to the Closing), ofand contracts listed in other Schedules hereto, except as set forth in Schedule 3.07(a), the Target is not a party to, nor is it bound by: (i) Any Contracts with any current or former officer, director, employee, consultant or stockholder or any partnership, corporation, joint venture or any other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities entity in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to which any such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000Person has an interest; (ii) each contract that grants Any agreements with any right of first refusal labor union or right of first offer or that limits the ability of the Company, association representing any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)employee; (iii) each contract relating Any Contracts or other agreements for the provision of products or services by the Target involving annual payments to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) Target in excess of $250,000100,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap Any Contracts or other contract agreements for the provision of products or agreement relating services to a forward, swap or other hedging transaction the Target involving annual payments by the Target in excess of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”)$100,000; (v) each employment contract to which Any Contracts or other agreements for the Company or a Subsidiary sale of any of the Company is a party other than employment contracts providing Target’s assets or properties having an aggregate value exceeding $100,000 or for at-will employment that can be terminated at the grant to any time with less than one day’s notice and without liability Person of any preferential rights to the Company or purchase any of its Subsidiariesthe Target’s assets or properties; (vi) each contract Any joint venture agreements relating to the assets, properties or business of the Target; (vii) Any Contracts or other agreements containing any non-covenants not to compete, non-solicit, exclusivity solicitation clauses or similar type of provision that materially restricts other restrictive covenants which limit the ability freedom of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) Target to compete or otherwise engage in any line of business or to contract with or to solicit or hire any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Companygeographical area; (viii) each partnershipAny mortgages, joint ventureindentures, limited liability company guarantees, bonds, loans or strategic alliance agreement credit agreements, security agreements or other agreements or instruments relating to which the Company borrowing of money or a Subsidiary the extension of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries);credit; or (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (Any other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses material Contract or other costs material agreement whether or not made in excess the ordinary course of $250,000 following business (collectively, the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase AgreementListed Material Contracts”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) CollectivelyEach of the Material Contracts listed on Schedule 3.07(a) hereto and each of the material Contracts set forth on the other Schedules hereto (collectively, the contracts set forth in Section 4.16(a“Material Contracts”) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would the Target is not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor material breach of any of its Subsidiaries nor the provisions of any MSR Entity is in breach or default under any Company Contract such contract, nor, to the knowledge of the CompanySeller’s Knowledge, is any other party to any such Company Contract contract in breach default thereunder, nor does any event or condition exist which with notice or the passage of time or both would constitute a default thereunder. Complete and accurate copies of each Company Contract in effect as The consummation of the date hereof (including all amendments and modifications) have been furnished to transactions contemplated herein will not cause a breach, termination, modification or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice acceleration of any material violation of or material default under any Company Material Contract. (c) Except as set forth on Schedule 3.07(c), the Target has no Loss Contracts and has no outstanding bids for potential customer Contracts that could reasonably be expected to result in a Loss Contract.

Material Contracts. (a) Section 4.16(a3.08(a) of the Company Disclosure Letter Schedules sets forth a true true, correct and complete list, list of the following Contracts to which any Group Company is a party as of the date hereof (and Sellers have made available to Buyer true, correct and complete copies of this Agreementall such Contracts, of:together with all amendments, modifications or supplements thereto): (i) other than any Contract relating to the formation, creation, governance, economics or control of any partnership, joint venture, strategic alliance or similar arrangement with any Person that is not a Group Company; (ii) any Contract relating to any options, rights (preemptive or otherwise), warrants, calls or convertible securities of the Purchased Entities; (iii) any Contract relating to (A) contracts providing for the acquisition, purchase, sale, funding, pledging Indebtedness of any Group Company in excess of $100,000 or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant the mortgage or pledge of, or otherwise creating an Encumbrance (other than a Permitted Encumbrance) on, any of the Purchased Assets in excess of $100,000 (in each case, other than intercompany Indebtedness amongst the Group Companies); (iv) any Contract relating to the Company’s existing master repurchase agreements acquisition or disposition of any business, assets or properties for consideration in excess of $100,000 (as in effect as whether by merger, sale of the date hereof) to finance the purchase price stock, sale of assets or refinance the Company’s repurchase otherwise) as to which any material earn-out, indemnification or deferred or contingent payment obligations pursuant to such master repurchase agreements, remain outstanding (in each case case, excluding for the avoidance of doubt, purchase of inventory in the ordinary course Ordinary Course); (v) any Lease with respect to the Leased Real Property; (vi) any Contract for the lease of the Company’s business, each merger, business combination, acquisition, purchase, sale tangible personal property to or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future from any Person providing for lease payments in excess of $250,00050,000 per annum; (iivii) each contract any Contract with any Material Supplier; (viii) any Contract with any Governmental Authority; (ix) any Contract that (A) prohibits or limits the freedom of any Group Company to compete in any line of business with any Person or in any geographic area or (B) contains exclusivity obligations or restrictions binding on any Group Company or (C) grants any right of first refusal or right of first offer obligations or that limits the ability of the Company, restrictions to any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other handPerson; (x) each contract any material Contract under which any Group Company (A) has licensed any Intellectual Property from a third party (other than non-exclusive licenses for commercially available or off-the-shelf software or software that obligates is subject to click through or shrink wrap agreements), or (B) grants to any third party any right to use or exploit any Purchased Intellectual Property (other than non-exclusive licenses of any Purchased Intellectual Property granted in the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its SubsidiariesOrdinary Course); (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) any Service Provider Agreement that (Ai) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs provides for annual base compensation in excess of $250,000 following the Effective Time;150,000 or (ii) is not terminable at-will, has more than a sixty (60) day contractual termination notice period or provides for contractual severance or change of control benefits; and (xii) each “material contract” (as such term any Contract that is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Collective Bargaining Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) CollectivelyWith respect to each Contract set forth on Section 3.08(a) of the Disclosure Schedules, and subject to entry of the Sale Order and any other applicable Order necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents and the assumption by Buyer of the applicable Contract in accordance with applicable Law (including satisfaction of all applicable Cure Costs), and except (x) as a result of the commencement of the Chapter 11 Cases or (y) with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated, or replaced, (i) such Contract is in full force and effect and constitutes the legal, valid and binding obligation of the Group Company party thereto and, to the Knowledge of Sellers, the contracts counterparty thereto, enforceable against such Group Company and, to the Knowledge of Sellers, the counterparty thereto in accordance with its terms and conditions, subject to the Bankruptcy Law; (ii) the Cure Costs set forth in the Original Contract & Cure Schedule are true and correct; (iii) except as set forth on Section 4.16(a3.08(b)(iii) are herein referred of the Disclosure Schedules, neither the Group Company party thereto nor, to the Knowledge of Sellers, the counterparty thereto is in material breach or material default thereof that would permit or give rise to a right of termination, modification or acceleration thereunder; and (iv) except as set forth on Section 3.08(b)(iv) of the “Disclosure Schedules, no Group Company Contracts.” Except as and, to the Knowledge of Sellers, no counterparty thereto, has commenced any Proceeding against any other party to such Contract or given or received any written notice of any breach or default under such Contract that has not been withdrawn or dismissed, except, in the cases of clauses (iii) and (iv), for breaches or defaults caused by or resulting from, or filings or objections made in, the Chapter 11 Cases or which would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, be material and adverse to the knowledge of Business, the CompanyPurchased Assets, is any other party to any such Company Contract in breach the Purchased Entities or default thereunder. Complete and accurate copies of each Company Contract in effect the Assumed Liabilities, taken as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contracta whole.

Material Contracts. (a) Section 4.16(a) of Other than the Transaction Documents, and as Disclosed in the Company SEC Filings and those Contracts copies of which are attached to the Disclosure Letter sets forth Letter, no Group Member is a true and complete listparty to, or bound by as of the date of this Agreementsuch representation is being made, ofany Material Contract (as defined below). The following Contracts shall be deemed to be “Material Contracts”: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities any Contract entered into by the Company, its Subsidiaries or the MSR Entities otherwise than in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each any agreement or arrangement otherwise than by way of negotiation at arm’s length having a total contract that grants any right of first refusal value greater than US$1,000,000 (or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (its equivalent in other than provisions requiring notice of or consent to assignment by any counterparty theretocurrencies); (iii) each contract relating to outstanding Indebtedness (any sale or commitments purchase option or guarantees in respect thereof) of the Company similar Contract or arrangement affecting any of its Subsidiaries (whether incurred, assumed, guaranteed material Assets owned or secured used by any asset) in excess of $250,000Group Member or by which any Group Member is bound; (iv) each contract to any Contract which the Company cannot readily be fulfilled or a Subsidiary performed by any Group Member on time with or without undue or unusual expenditure of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”)US$500,000; (v) each employment contract any Contract substantially restricting the freedom of any Group Member to which the Company provide and take goods and services or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any to manage its own business affairs by such means and from and to such Persons as it may from time with less than one day’s notice and without liability to the Company or any of its Subsidiariestime think fit; (vi) each contract containing any non-compete, non-solicit, exclusivity Contract pursuant to which (a) any Group Member incurs Indebtedness with the aggregate amount of principal and interest payments greater than US$1,000,000 or similar type of provision that materially restricts the ability of the Company or (b) any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in Group Member provides any line of business or with any Person or geographic areaguarantee; (vii) each contract pursuant any Contract whereby any Group Member is, or has agreed to which become, a member of any joint venture, consortium or partnership or other unincorporated association; (viii) any Contract that is illegal under the Company current regulations; (ix) any Contract that prohibits or materially restricts the sale, disposal or transfer of any Equity Securities (or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of therein) owned by the Company; (viiix) each partnershipany shareholder agreements, joint venture, limited liability company venture agreements or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiariespartnership agreements; (xi) each vendor, supplier any employment contracts or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time;arrangements with Senior Managers; or (xii) each “material contract” (as such term is defined any Sponsorship Agreement in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect relation to any MSR InvestmentCord Blood Bank. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. As of the date hereof, except as set forth in Section 3.13 of the Diageo Disclosure Schedule, none of the Business Entities is a party to or bound by any (a) Section 4.16(aemployment or consulting agreement with an individual requiring payments of base compensation in excess of $250,000 per year; (b) distributor agreement which is not terminable on one year's (or less) notice; (c) material joint venture or similar contract or agreement; (d) contract which is terminable by the other party or parties thereto upon a change of control of any of the Company Disclosure Letter sets forth Business Entities, other than such contracts the termination of which would not, individually or in the aggregate, have or reasonably be expected to have a true and complete list, as Pillsbury Material Adverse Effect; (e) contract or agreement that materially limits or purports to materially limit the ability of any of the date Business Entities or any Affiliates of this Agreement, of: a Business Entity to compete in any material line of business or in any material geographic area; (if) any material contract or agreement between or among one or more Business Entities on the one hand and Diageo or any Continuing Affiliate or any officer or director of any of the Business Entities on the other hand; or (g) other than (A) contracts providing for the acquisitioncontract, purchaseagreement or arrangement, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities other than in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets involving an estimated total future payment or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; 1,000,000. The contracts required to be so listed are referred to herein as "Business Material Contracts." With respect to all Business Material Contracts, (i) none of the Business Entities, Diageo or any Continuing Affiliate, nor, to Diageo's or Pillsbury's knowledge, any other party to any such Business Material Contract is in breach thereof or default thereunder, and (ii) each contract that grants there does not exist under any right of first refusal or right of first offer or that limits the ability of the Companyprovision thereof, any Subsidiary event that, with the giving of notice or the Company lapse of time or any both, would constitute such a breach or default, except for such breaches, defaults and events which in the case of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets clauses (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iiii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (Bii) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Pillsbury Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete Diageo and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) Pillsbury have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any General Mills true and correct copies of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contractall Business Material Contracts.

Material Contracts. (a) Section 4.16(aOther than this Agreement and the Company Agreement, Schedule 4.11(a) sets forth all of the Company Disclosure Letter sets forth a true and complete listfollowing Contracts to which any Contributed Entity is, or as of the date Closing will be, a party or by which any of this Agreementthe Midstream Assets are, of:or as of the Closing will be, bound (collectively, the “Material Contracts”): (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000Commercial Agreements; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)Real Property Lease; (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000pipeline interconnection agreements; (iv) each contract any lease of personal property that requires or is reasonably expected to which the Company or a Subsidiary require, in accordance with its terms, payments from any Contributed Entity in excess of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of $50,000 in any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”)twelve-month period; (v) each employment contract any Contract that requires or is reasonably expected to which the Company require, in accordance with its terms, payments to or a Subsidiary from any Contributed Entity in excess of the Company is a party $50,000 in any twelve-month period other than employment contracts providing for at-will employment any Contract that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiariesis otherwise disclosed on Schedule 4.11(a); (vi) each contract containing Contracts with any non-compete, non-solicit, exclusivity or similar type Affiliates of provision that materially restricts the ability of the Company any Contributed Entity (including Longwood) or any current or former officer or director of its Subsidiaries (including Parent upon consummation of the Transactions) to compete Longwood, such Contributed Entity or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Companytheir Affiliates, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act)Contributed Entity, on the other hand; (vii) Contracts that restrict the ability of any Contributed Entity to compete with any other Person or engage in any line of business or which materially limit or restrict the right or ability to operate the Midstream Assets; (viii) Contracts for (A) the purchase or sale of any material assets, including purchase orders for material equipment, or (B) the sale of equity interests in any Contributed Entity (other than this Agreement) or the merger, consolidation or reorganization of any Contributed Entity; (ix) Contracts relating to any acquisition (after the date hereof) by any Contributed Entity of any operating business or the capital stock of any other Person, including any associated confidentiality agreements; (x) each contract that obligates Contracts relating to the Company incurrence, assumption or guarantee of Indebtedness, the making of any advances or loans or imposing a Lien on any of the Midstream Assets; (xi) Contracts relating to any partnership, strategic alliance or joint venture or any sharing of its Subsidiaries to indemnify revenues, profits, losses, costs or liabilities; and (xii) Contracts that include any past or present directors, officers or employees obligation of the Company or any of its Subsidiaries; (xi) each vendorContributed Entity to make payments, supplier contingent or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay feesotherwise, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary arising out of the Company; and (xiii) each contract evidencing an interest prior acquisition or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition disposition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent asset or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investmentbusiness. (b) CollectivelyLongwood has made available to Five Point correct and complete copies (or, in the case of the Commercial Agreements, execution versions) of (A) all written Material Contracts and (B) all Organizational Documents of each Contributed Entity, including, in each case, all amendments thereto. Except as set forth on Schedule 4.11(b)(i), there are no oral Contracts binding on any Contributed Entity. Each of the Material Contracts is, or as of the Closing will be, in full force and effect and is, or as of the Closing will be, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, valid and binding and enforceable in accordance with its terms on obligation of the Company, each applicable Contributed Entity or the applicable Affiliate of its Subsidiaries and each MSR EntityLongwood, as applicable, that is a party thereto and, to the knowledge Knowledge of the CompanyLongwood, each other party thereto, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and is in full force similar laws affecting creditors’ rights and effect, remedies generally and subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR equity). No Contributed Entity is in breach or default under of any Company Material Contract in any material respect, nor, to the knowledge Knowledge of the CompanyLongwood, is any other party to any such Company Material Contract in breach thereof. Except as set forth on Schedule 4.11(b)(ii), no event has occurred, which after notice or lapse of time, or both, would constitute a material breach or other default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to by any Contributed Entity under any Material Contract, or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge Knowledge of the CompanyLongwood, any MSR Entity, has received written notice of other party to any material violation of or material default under any Company such Material Contract.

Material Contracts. (a) Except as disclosed in Section 4.16(a) 5.16 of the Company ------------------ Quitman Disclosure Letter sets forth Memorandum or otherwise reflected in the Quitman Financial Statements, none of the Quitman Entities, nor any of their respective Assets, businesses, or operations, is a true party to, or is bound or affected by, or receives benefits under, (i) any employment, severance, termination, consulting, or retirement Contract, (ii) any Contract relating to the borrowing of money by any Quitman Entity or the guarantee by any Quitman Entity of any such obligation (other than Contracts evidencing deposit liabilities, purchases of federal funds, fully-secured repurchase agreements, and complete listFederal Home Loan Bank advances of depository institution Subsidiaries, trade payables and Contracts relating to borrowings or guarantees made in the ordinary course of business), (iii) any Contract which prohibits or restricts any Quitman Entity from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other Person, (iv) any Contract between or among Quitman Entities, (v) any Contract involving Intellectual Property (other than Contracts entered into in the ordinary course with customers and "shrink-wrap" software licenses), (vi) any Contract relating to the provision of data processing, network communication, or other technical services to or by any Quitman Entity, (vii) any Contract relating to the purchase or sale of any goods or services (other than Contracts entered into in the ordinary course of business and involving payments under any individual Contract not in excess of $25,000), (viii) any exchange-traded or over-the-counter swap, forward, future, option, cap, floor, or collar financial Contract, or any other interest rate or foreign currency protection Contract not included on its balance sheet which is a financial derivative Contract, and (ix) any other Contract or amendment thereto that would be required to be filed as an exhibit to a Form 10-KSB filed by Quitman with the SEC as of the date of this AgreementAgreement that has not been filed as an exhibit to Quitman's Form 10-KSB filed for the fiscal year ended September 30, of: 2000, or in an SEC Document and identified to Colony (the "Quitman Contracts"). With respect to each Quitman Contract and except as disclosed in Section 5.16 of the Quitman Disclosure Memorandum: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities Contract is in the ordinary course of business, full force and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; effect; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Companyno Quitman Entity is in Default thereunder, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to Defaults which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected likely to have, individually or in the aggregate, a Company Quitman Material Adverse Effect, each Company ; (iii) no Quitman Entity has repudiated or waived any material provision of any such Contract; and (iv) no other party to any such Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto andis, to the knowledge Knowledge of the CompanyQuitman, each in Default in any respect, other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would than Defaults which are not reasonably be expected likely to have, individually or in the aggregate, a Company Quitman Material Adverse Effect, neither the Company nor or has repudiated or waived any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge material provision thereunder. All of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice indebtedness of any material violation of Quitman Entity for money borrowed is prepayable at any time by such Quitman Entity without penalty or material default under any Company Contractpremium.

Material Contracts. Except as disclosed in Section 4.15 of the Johnxxxx Xxxclosure Memorandum or otherwise reflected in the Johnxxxx Xxxancial Statements, none of the Johnxxxx Xxxities, nor any of their respective Assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under, (ai) Section 4.16(aany employment, severance, termination, consulting, or retirement Contract providing for aggregate payments to any Person in any calendar year in excess of $50,000, (ii) any Contract relating to the borrowing of money by any Johnxxxx Xxxity or the guarantee by any Johnxxxx Xxxity of any such obligation (other than Contracts evidencing trade payables and Contracts relating to borrowings or guarantees made in the ordinary course of business), (iii) any Contract which prohibits or restricts any Johnxxxx Xxxity from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other Person, (iv) any Contract between or among Johnxxxx Xxxities, (v) any Contract involving Intellectual Property (other than Contracts entered into in the ordinary course with customers and "shrink-wrap" software licenses), (vi) any Contract relating to the provision of data processing, network communication, or other technical services to or by any Johnxxxx Xxxity, (vii) any Contract relating to the purchase or sale of any goods or services (other than Contracts entered into in the ordinary course of business and involving payments under any individual Contract not in excess of $100,000), (viii) any agreement with any holder (or Affiliate thereof) of 5% or more of any class of securities of Johnxxxx xx any Johnxxxx Xxxity and (ix) any other Contract or amendment thereto that would be required to be filed as an exhibit to a Form 10-K filed by Johnxxxx xxxh the Company Disclosure Letter sets forth a true and complete list, SEC as of the date of this AgreementAgreement (together with all Contracts referred to in Sections 4.9 and 4.14(a), ofthe "Johnxxxx Xxxtracts"). With respect to each Johnxxxx Xxxtract and except as disclosed in Section 4.15 of the Johnxxxx Xxxclosure Memorandum: (ia) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities Contract is in the ordinary course of business, full force and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Companyeffect; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectivelyno Johnxxxx Xxxity is in Default thereunder, the contracts set forth in Section 4.16(a) other than Defaults which are herein referred to as the “Company Contracts.” Except as would not reasonably be expected likely to have, individually or in the aggregate, a Company Material Johnxxxx Xxxerial Adverse Effect, each Company (c) no Johnxxxx Xxxity has repudiated or waived any material provision of any such Contract; and (d) no other party to any such Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto andis, to the knowledge Knowledge of the CompanyJohnxxxx, each xx Default in any respect, other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would than Defaults which are not reasonably be expected likely to have, individually or in the aggregate, a Company Material Johnxxxx Xxxerial Adverse Effect, neither the Company nor or has repudiated or waived any of its Subsidiaries nor any MSR Entity is material provision thereunder. Except as set forth in breach or default under any Company Contract nor, to the knowledge Section 4.15 of the CompanyJohnxxxx Xxxclosure Memorandum, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as all of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice indebtedness of any material violation of Johnxxxx Xxxity for money borrowed is prepayable at any time by such Johnxxxx Xxxity without penalty or material default under any Company Contractpremium.

Material Contracts. (a) Section 4.16(a2.9(a) of the Company Seller Disclosure Letter sets forth lists the following written Contracts that any Transferred Entity is a true and complete list, party to or bound by as of the date of this Agreement, of:except for this Agreement and any Contracts with no remaining obligations thereunder and, with respect to customer Contracts and supplier Contracts, except for purchase orders (collectively, subject to clause (i) below, and together with the IP License Agreements, the “Material Contracts”): (i) other than (A) contracts providing for the acquisitionany Contract relating to any incurrence, purchase, sale, funding, pledging assumption or divestiture guarantee of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments Indebtedness in excess of $250,0001,000,000; (ii) any Contract relating to joint ventures, partnerships, franchising, royalty payments or other similar agreements or arrangements and/or any Contract relating to ownership of or investments in any business or enterprise (other than, in each contract that grants case, immaterial ancillary agreements relating to any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty theretoforegoing); (iii) each contract any Contract or series of related Contracts, including any option agreement, relating to the acquisition or disposition of any business or division thereof, capital stock or other equity securities or assets of any other Person (whether by merger, consolidation or other business combination, sale of stock or other securities, sale of assets or otherwise), including any indemnification agreements or any other Contracts containing outstanding Indebtedness indemnification rights or obligations in connection therewith (or commitments or guarantees other than, in respect thereof) each case, immaterial ancillary agreements relating to any of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000foregoing); (iv) any Contract that contains: (A) most favored nation clauses; (B) non-competition obligations; or (C) material exclusivity obligations or similar material restrictions, in each contract to which case, binding on any Transferred Entity or the Company Business that is not terminable by such Transferred Entity upon notice of thirty (30) days or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”)less; (v) each employment contract any Contract under which any Transferred Entity has made outstanding advances or loans to which the Company or a Subsidiary of the Company is a party any other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its SubsidiariesPerson; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts Contract restricting the ability of the Company Seller or any of its Subsidiaries Affiliates (including Parent upon consummation of the Transactionsany Transferred Entity) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or sell any capital stock or other equity interests securities or assets of any Transferred Entity; (vii) any Contract made by any Transferred Entity with a Governmental Authority (other than any Contract entered into with any Governmental Authority in any Subsidiary of the CompanyChina that is acting as a commercial enterprise); (viii) each partnershipany Contract with a labor union, joint venture, limited liability company works council or strategic alliance agreement to which the Company or other organization representing employees of a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries)Transferred Entity; (ix) each contract between or among the Company or any Subsidiary of top ten (10) customer Contracts (based on aggregate total sales in U.S. dollars by the Company, Transferred Entities for the twelve (12)-month period ended on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange ActBalance Sheet Date), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its SubsidiariesReal Property Leases; (xi) each vendor, the top ten (10) supplier or third party consulting or similar contract not otherwise described Contracts (based on aggregate total purchases in this Section 4.16(a) that U.S. dollars by the Transferred Entities for the twelve (A) cannot be voluntarily terminated pursuant to its terms within 60 days after 12)-month period ended on the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective TimeBalance Sheet Date); (xii) each “material contract” (as such term is defined any Contract involving a remaining commitment by the Transferred Entities to pay capital expenditures in Item 601(b)(10) excess of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and$1,000,000; (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection employment Contract with any MSR InvestmentBusiness Employee that provides for annual base salary in excess of $200,000, including any employment Contract with any Business Employee that is included within the definition of “Knowledge of Seller,” and any change of control, retention or severance Contracts (Aexclusive of any generally-applicable severance policy) Indebtedness related to such MSR Investment, with (Bor otherwise for the benefit of) purchase agreements for mortgage servicing rights any Business Employee; (“MSRs”xiv) underlying a MSR Investment, any Contracts with consultants or independent contractors that provide services to the extent such MSR Investment is entered into between Business that provide for the Companypayment of compensation, its Subsidiaries fees or payments in excess of $200,000 for any MSR Entity and the applicable MSR purchaser year, or that have a term of longer than one year or are not terminable within one year or less without any penalty; (each, an “MSR Purchase Agreement”), (Cxv) any agreement Contracts relating to staffing companies, temporary employment agencies or similar companies that provide services to the Business that provide for which rights the payment of compensation, fees or payments in the MSR Investment are pledged or which document excess of $200,000 in any costs or expenses assumed or required to be paid in connection with a MSR Investment, year; (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (Exvi) any consent non-competition, non-solicitation and confidentiality Contracts with any Business Employee whose current base salary exceeds $200,000 in any year or agreement with any Business Employee that is included within the definition of “Knowledge of Seller;” and (via acknowledgment agreementxvii) any other Contract, subordination excluding customer or supplier Contracts, involving the expenditure of interest agreement, bifurcation agreement amounts in excess of $1,000,000 in any year that is not terminable by the Transferred Entities upon notice of thirty (30) days or otherwise) from an Agency with respect to any MSR Investmentless. (b) CollectivelyA true and complete copy of each Material Contract, the contracts including all amendments and supplements thereto, has been made available to Buyers, except as set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contract.2.9(b)

Material Contracts. (a) Except as disclosed in Section 4.16(a) 5.16 of the Company PSHC Disclosure Letter sets forth Memorandum or otherwise reflected in the PSHC Financial Statements, none of the PSHC Entities, nor any of their respective Assets, businesses, or operations, is a true party to, or is bound or affected by, or receives benefits under, (i) any employment, severance, termination, consulting, or retirement Contract providing for aggregate payments to any Person in any calendar year in excess of $50,000, (ii) any Contract relating to the borrowing of money by any PSHC Entity or the guarantee by any PSHC Entity of any such obligation (other than Contracts evidencing deposit liabilities, purchases of federal funds, fully-secured repurchase agreements, and complete listFederal Home Loan Bank advances of depository institution Subsidiaries, trade payables and Contracts relating to borrowings or guarantees made in the ordinary course of business), (iii) any Contract which prohibits or restricts any PSHC Entity from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other Person, (iv) any Contract between or among PSHC Entities, (v) any Contract involving Intellectual Property (other than Contracts entered into in the ordinary course with customers and commercial "shrink-wrap" software licenses), (vi) any Contract relating to the provision of data processing, network communication, or other technical services to or by any PSHC Entity, (vii) any Contract relating to the purchase or sale of any goods or services (other than Contracts entered into in the ordinary course of business and involving payments under any individual Contract not in excess of $100,000), (viii) any exchange-traded or over-the-counter swap, forward, future, option, cap, floor, or collar financial Contract, or any other interest rate or foreign currency protection Contract not included on its balance sheet which is a financial derivative Contract, and (ix) any other Contract or amendment thereto that would be required to be filed as an exhibit to a Form 10-K filed by PSHC with the SEC as of the date of this AgreementAgreement (together with all Contracts referred to in Sections 5.10 and 5.15(a), of: the "PSHC Contracts"). With respect to each PSHC Contract and except as disclosed in Section 5.16 of the PSHC Disclosure Memorandum: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR ; (ii) no PSHC Entity is in breach Default thereunder or default under would be in Default thereunder as a result of this Agreement or the transaction contemplated herein; (iii) no PSHC Entity has repudiated or waived any Company Contract nor, to the knowledge material provision of the Company, is any such Contract; and (iv) no other party to any such Company Contract is, to the Knowledge of PSHC, in breach Default in any respect or default has repudiated or waived any material provision thereunder. Complete and accurate copies of each Company Contract in effect as All of the date hereof (including all amendments and modifications) have been furnished to indebtedness of any PSHC Entity for money borrowed is prepayable at any time by such PSHC Entity without penalty or otherwise made available to Parentpremium. Since January 1, 2022, neither the Company None of PSHC nor any of the PSHC Entities has any obligation or liability to any wholesale mortgage business ("Wholesale Mortgage Business") or to any Affiliate of such Persons to purchase, fund or extend credit with respect to any loans, extensions of credit, mortgages, or any participation or other interest therein originated, brokered or referred by or through such Persons, and the only outstanding balances under any such arrangements whereby PSNB is obligated to provide funding aggregate not more than $212,000, all of which will be repaid in full by not later than April 30, 1997. Except as described in Section 5.16 of the PSHC Disclosure Memorandum, all Contracts to which PSHC and/or its Subsidiaries norare parties may be terminated by such PSHC Entity and its successors and assigns without penalty, to the knowledge of the Companycharge, any MSR Entity, has received written notice of any material violation of liability or material default under any Company Contractfurther obligation.

Material Contracts. (a) Section 4.16(aSchedule 3.12(a) of the Company Disclosure Letter hereto sets forth a true complete list of all of the following agreements, commitments, arrangements, understandings or instruments (whether written or oral) to which Borrower is a party, other than those which are contemplated by this Agreement (collectively, the “Material Contracts”), true, correct and complete list, as copies of the date of this Agreement, ofwhich have been provided or made available to Lender: (i) other than (A) contracts Contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future annual payments in excess of Twenty-Five Thousand Dollars ($250,00025,000) or aggregate payments in excess of Fifty Thousand Dollars ($50,000); (ii) each contract that grants any right leases or subleases of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)real property; (iii) each contract partnership, joint venture or similar Contracts, or any rights to acquire from any person any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of such person; (iv) executory Contracts relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) outstanding Indebtedness (indentures, mortgages, promissory notes, loan agreements, guarantees or other Contracts or commitments or guarantees for the borrowing of money by Borrower (in respect thereof) of the Company or any of its Subsidiaries (case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-competelicenses, non-solicit, exclusivity franchises or similar type of provision Contracts material to Borrower, or any agreement relating to any trade name or Intellectual Property that materially restricts is material to Borrower; (vii) exclusive dealing arrangements or other Contracts or arrangements containing covenants which limit the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) Borrower to compete or otherwise engage in any line of business or with any Person person or geographic area; which involve any restriction of geographical area in which, or method by which, Borrower may carry on its business (vii) each contract pursuant to which the Company other than as may be required by law or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Companyapplicable Governmental Entity); (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary Contracts between any Affiliate of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the CompanyBorrower, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act)Borrower, on the other hand; (ix) Contracts, which will survive any Closing, with any director, officer or employee of Borrower, other than those agreements being executed and delivered in connection with this Agreement; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiariescollective bargaining agreements; (xi) each vendorContracts which will survive any Closing for the employment or other engagement of any individual on a full time, supplier or third party part time, consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Timebasis; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K Contracts under the Exchange Act) not otherwise described in this Section 4.16(a) with respect which Borrower has advanced or loaned any amount to the Company or any Subsidiary of the Companydirectors, officers, employees or independent contractors of Borrower; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related other Contract that is material to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR InvestmentBorrower. (b) Collectively, the contracts Except as set forth in Section 4.16(aon Schedule 3.12(b) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to havehereto, individually or and in the aggregatecase of subparagraphs (ii), a Company (iii) and (iv), in the Borrower Reports: (i) each of the Material Adverse Effect, each Company Contract Contracts is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subjectsubject to applicable bankruptcy, as insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies, and subject to enforceabilitythe rights of other parties thereto to terminate, will continue to Creditors’ Rights. Except as be valid, binding, enforceable and in full force and effect on substantially identical terms following consummation of the transactions contemplated hereby; (ii) Borrower is not in breach or default and no event has occurred which with notice or lapse of time would not reasonably be expected to haveconstitute a breach or default, individually or in the aggregatepermit termination, a Company modification or acceleration by any other party under any Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity Contract and no other party is in breach or default and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration by Borrower under any Company Contract norMaterial Contract; (iii) Borrower has not and no other party has, to repudiated any provision of any Material Contract; and (iv) Borrower has not received any written notice that the knowledge of the Company, is any other party to any such Company Material Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished intends to or otherwise made available exercise any termination rights with respect to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Material Contract.

Material Contracts. (a) Except as disclosed in any Company Report filed and publicly available or as set forth on Section 4.16(a) 3.16 of the Company Disclosure Letter sets forth a true and complete listLetter, or to the extent any such Contracts constitute Employee Plans, as of the filing date of this Agreementthe Chapter 11 Plan no Endo Company is party to or bound by (each such Contract, of:a “Material Contract” and collectively, the “Material Contracts”): (i) Contracts with any Affiliate or current or former officer or director of any Endo Company (other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging employment-related Contracts or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000Employee Plans); (ii) Contracts relating to any material business, equity or asset acquisition by any Endo Company or any disposition of any significant portion of the business, equity or assets of any Endo Company (in each contract case other than acquisitions or dispositions involving aggregate payments of less than $1,000,000 or the acquisition, sale or disposition of Inventory in the Ordinary Course of Business), in each case, since January 1, 2023; (iii) any Contract that grants (A) relates to Indebtedness under clauses (a) or (b) of the definition thereof of any Endo Company; (B) relates to the mortgaging or pledging of, or otherwise placing an Encumbrance (other than a Permitted Encumbrance) on, any of the assets or properties of any Endo Company; or (C) is in the nature of a capital or direct financing lease that is required by GAAP to be treated as a long-term liability involving payments above $1,000,000 annually, in each case other than any Contract under which the Liabilities of the applicable Endo Company will be fully discharged under the Bankruptcy Code; (iv) the Collective Bargaining Agreement; (v) any Contract pursuant to which an Endo Company (A) is granted or obtains or agrees to grant or obtain any right to use or otherwise exploit any Intellectual Property that is material to the Business, (B) is restricted in its right to use or register any Intellectual Property included in the Transferred Assets that is material to the Business, or (C) permits or agrees to permit any other Person to use, enforce or register any material Intellectual Property included in the Transferred Assets, including any such license agreements, coexistence agreements and covenants not to sue; in each case excluding any Contracts (i) containing non-exclusive licenses of first refusal Intellectual Property relating to the development, manufacture, marketing, advertising, promotion, distribution, sale or right other commercialization of first offer Products entered into in the Ordinary Course of Business, in each case that are not individually material to the Business or (ii) entered into for commercially available “off-the-shelf” Software licensed to a Seller on a non-exclusive basis; (vi) any Contract or consent decree with or from any Governmental Authority; (vii) any Contract that limits the ability of the Company, imposes on any Subsidiary of the Endo Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (including Buyers and their Affiliates following the Closing) (other than provisions requiring notice of those contained in confidentiality agreements or consent to assignment by similar Contracts) (A) any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (restriction on soliciting customers or commitments employees or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-competecompetition restrictions, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or (B) any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in restriction on entering into any line of business business, or from freely providing services or supplying products to any customer or potential customer, or in any part of the world, (C) a “most favored nation” pricing provision or exclusive marketing or distribution rights relating to any products or territory or minimum purchase obligations or exclusive purchase obligations with respect to any Person goods or geographic area; (vii) each contract pursuant to which the services binding such Endo Company or any Subsidiary its Affiliates in favor of the Company may counterparty, or (D) other than restrictions that will cease to be obligated to issue effective on and after the Closing, any restriction on either the payment of dividends or repurchase distributions or the incurrence of Encumbrances on the property or assets of any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Endo Company; (viii) each partnership, joint venture, limited liability company any Contract with the customers and suppliers required to be listed on Section 3.18(a) or strategic alliance agreement to which the Company or a Subsidiary Section 3.18(b) of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries)Disclosure Letter; (ix) each contract between any Contract with a sole source supplier, pursuant to which such supplier provides to an Endo Company equipment, materials or among services that are necessary for the Company sale, performance, manufacturing or any Subsidiary support of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other handBusiness; (x) each contract that obligates the any irrevocable power of attorney given by any Endo Company or to any of its Subsidiaries to indemnify Person for any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) purpose whatsoever with respect to the Company or any Subsidiary of the Endo Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (Cxi) any agreement for which rights in the MSR Investment are pledged relating to any strategic alliance, joint development, joint marketing, partnership, joint venture or which document similar arrangement (including any such Contract involving a sharing of revenues, profits, losses, costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investmentliabilities). (b) CollectivelyExcept as set forth on Section 3.16(b) of the Disclosure Letter, Sellers have made available to Buyers a true, correct and complete copy of each Material Contract, as amended to date. As of the filing date of the Chapter 11 Plan, each Material Contract is, and as of the Closing Date and subject to approval of the Bankruptcy Court, assuming payment of the Cure Claims, each Transferred Contract will be, valid and binding on the Endo Companies and, to the Knowledge of the Sellers, the contracts set forth counterparties thereto, and in Section 4.16(a) are herein referred full force and effect, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). As of the filing date of the Chapter 11 Plan, to the Knowledge of the Sellers, no party has repudiated in writing any material provision of a Material Contract or given written notice that a Material Contract has terminated or will be terminating and, excluding the effect of the Bankruptcy Cases, no Endo Company is in breach of, or default under, in any material respect, a Material Contract to which it is a party. As of the filing date of the Chapter 11 Plan, except for violations, breaches or defaults which have been cured and for which no Endo Company has any Liability, or which will be cured as a result of the “payment of the applicable Cure Claims, no Endo Company Contracts.” Except and, to the Knowledge of the Sellers, no other party to any Material Contract, has breached or defaulted in any material respect under, or has improperly terminated, revoked or accelerated, any Material Contract, and there exists no condition or event which, after notice, lapse of time or both, would constitute any such breach, default, termination, revocation or acceleration, in each case as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge . (c) Section 3.16(c) of the Company, Disclosure Letter lists each other party theretomaterial insurance policy maintained by the Endo Companies as of the filing date of the Chapter 11 Plan, and is the deductibles and coverage limits for each such policy. To the Knowledge of Sellers, (a) the Endo Companies own or hold policies of insurance, or are self-insured, of the types and in amounts providing reasonably adequate coverage against all risks customarily insured against by companies in similar lines of business as the Endo Companies or as may otherwise be required by applicable Law and (b) all such insurance policies are in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or effect except for any expiration thereof in accordance with the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of terms thereof occurring after the date hereof (including all amendments and modifications) of this Agreement. The Endo Companies have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has not received written notice of cancelation or modification with respect to such insurance policies other than in connection with ordinary renewals, and there is no existing default or event which, with the giving of notice or lapse of time or both, would constitute a default by any material violation insured thereunder. All premiums in respect of each insurance policy maintained by the Endo Companies have been paid, or material default will be paid, when due. There is no claim pending under any Company Contractsuch insurance policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies.

Material Contracts. (a) Except for Contracts that are filed as an exhibit to a Company SEC Report, Section 4.16(a5.18(a) of the Company Disclosure Letter sets forth a true contains an accurate and complete list, as list of the date of this Agreement, of: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract following Contracts to which the Company or the Company Subsidiary is a Subsidiary party or by which it is bound as of the date hereof (each such Contract, whether or not set forth in such section of the Company is Disclosure Letter, a party that contains representations“Material Contract”): (i) each Contract (A) relating to the employment of, covenantsor the performance of services by, indemnities any director, officer, employee or other obligations (including “earnout” individual Contractor, requiring or other contingent otherwise involving the payment obligations) that would reasonably be expected to result by the Company or the Company Subsidiary in excess of $250,000 in the receipt fiscal year ended December 31, 2012, (B) the terms of which obligate or making may in the future obligate the Company or the Company Subsidiary to make any severance, termination or similar payment to any current or former employee in excess of future payments $250,000, or (C) pursuant to which the Company or the Company Subsidiary may be obligated to make any bonus or similar payment to any current or former employee or director in excess of $250,000; (ii) each contract that grants Contract (A) materially limiting the freedom or right of the Company or the Company Subsidiary (or, after the Acceptance Time, Parent or any of its Affiliates) to engage in any line of business, including the research, development and commercialization of the Company Products, to make use of any material Company Intellectual Property or to compete with any other Person in any location or line of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) or exclusivity obligations, (C) granting any right of first refusal or refusal, right of first offer or that similar right or (D) containing any other term, condition or clause that, individually or in the aggregate, limits or purports to limit in any material respect the ability of the Company, any Subsidiary of Company or the Company or any of their respective Affiliates Subsidiary to own, operate, manufacture, sell, distribute, transfer, pledge or otherwise dispose of any businessesmaterial assets or business of the Company or the Company Subsidiary (or, securities after the Acceptance Time, Parent or assets (other than provisions requiring notice of or consent to assignment by any counterparty theretoits Affiliates); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000Related Party Transaction; (iv) each contract to which Contract that provides for indemnification (or reimbursement or advancement of legal fees or expenses) of any current or former officer, director or employee of the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”)Subsidiary; (v) each employment contract to Lease under which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at Subsidiary leases, subleases or licenses any time with less than one day’s notice and without liability to the Company or any of its Subsidiariesreal property; (vi) each contract containing any non-compete, non-solicit, exclusivity Contract requiring or similar type of provision that materially restricts otherwise involving the ability of potential payment by or to the Company or any the Company Subsidiary of its Subsidiaries more than (including Parent upon consummation of the TransactionsA) to compete or otherwise engage $500,000 in any line of business fiscal year or with any Person (B) $1,000,000 in the aggregate, in each case, except for those that are terminable by the Company or geographic areathe Company Subsidiary, without cost or penalty, on 90 days’ or less notice; (vii) each contract Contract (A) in which the Company or the Company Subsidiary have agreed to purchase a minimum quantity of goods relating to any product or product candidate or (B) pursuant to which the Company or any the Company Subsidiary has continuing obligations or interests involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company may be obligated to issue or repurchase any the Company Capital Stock Subsidiary, in each case, except for those that are terminable by the Company or any capital stock the Company Subsidiary, without cost or other equity interests in any Subsidiary of the Companypenalty, on 90 days’ or less notice; (viii) each partnership, joint venture, limited liability company Contract for the disposition of any significant portion of the assets or strategic alliance agreement to which business of the Company or the Company Subsidiary or any agreement for the acquisition, directly or indirectly, of a Subsidiary material portion of the Company is a party assets or business of any other Person (other than any such agreement solely between whether by merger, sale of stock or among the Company and its wholly owned Subsidiariesassets or otherwise); (ix) each contract between Contract creating or among the Company governing any joint venture, partnership, strategic alliance, collaboration or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other handsimilar arrangement; (x) each contract that obligates Contract pursuant to which the Company or the Company Subsidiary has been granted by any Person any license to any Intellectual Property, or any other option, covenant not to xxx, non-assertion protection, freedom from suit, release, or settlement in respect of its Subsidiaries Intellectual Property, in each case if material with respect to indemnify any past or present directors, officers or employees of the Company or Products (provided that the foregoing does not include any of its Subsidiarieslicenses for off-the-shelf personal computer software that are commercially available under non-discriminatory pricing terms on a retail basis); (xi) each vendor, supplier Contract that relates to the supply or third party consulting manufacturing of any Company Product requiring or similar contract not otherwise described in this Section 4.16(a) that involving the potential payment by or to the Company or the Company Subsidiary of more than (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and $100,000 in any fiscal year or (B) under which it is reasonably expected $500,000 in the Company or any of its Subsidiaries will be required aggregate, except for those relating exclusively to pay fees, expenses or other costs in excess of $250,000 following the Effective Timeroutine office and scientific supplies; (xii) each Contract (other than trade debt incurred in the ordinary course of business consistent with past practice) related to (A) borrowed money and any guarantees thereof or (B) the granting of material Liens over the property or assets of the Company or the Company Subsidiary; (xiii) each Contract under which the Company or the Company Subsidiary have, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person other than the Company Subsidiary, in each case in an amount in excess of $500,000; (xiv) each Contract containing a standstill or similar obligation (which remains in effect) pursuant to which any Affiliate of the Company may be prohibited or otherwise restricted from acquiring assets or securities of another party or any of its Affiliates; (xv) each Contract under which the Company or the Company Subsidiary has expressly agreed to indemnify any Person against any claim of infringement, misappropriation, or violation of the Intellectual Property rights of a third person arising from the practice of Company Intellectual Property, other than Contracts entered into in the ordinary course of business consistent with past practice; (xvi) each Contract that would prohibit or materially delay the consummation of the Transactions or otherwise materially impair the ability of the Company to perform its obligations hereunder; and (xvii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Securities Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) CollectivelyEach of the Material Contracts is valid, binding and in full force and effect and is enforceable in accordance with its terms by the contracts set forth Company and the Company Subsidiary party thereto, subject to the Bankruptcy and Equity Exception. Neither the Company nor the Company Subsidiary is in Section 4.16(a) are herein referred material default under any Material Contract, nor, to as the “knowledge of the Company, does any condition exist that, with notice or lapse of time or both, would constitute a material default thereunder by the Company Contracts.” Except as and the Company Subsidiary party thereto. To the knowledge of the Company, no other party to any Material Contract is in material default thereunder, nor does any condition exist that, with notice or lapse of time or both, would constitute a material default thereunder of such other party. Neither the Company nor the Company Subsidiary has received any written notice of termination or cancellation under any Material Contract or received any written notice of breach or default under any Material Contract, which breach or default has not been cured, except for such terminations, cancellations, breaches or defaults that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each . The Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise has made available to Parent. Since January 1, 2022, neither the Company nor any Parent or its Representatives accurate and complete copies of its Subsidiaries nor, to the knowledge all of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company ContractMaterial Contracts.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth Except as disclosed in Schedule 3.10, ILDC is not a true and complete list, as of the date of this Agreement, ofparty to or bound by: (i) any lease (whether of real or personal property), other than leases which in the aggregate provide for annual payments of less than $50,000; (Aii) contracts any agreement for the purchase of materials, supplies, goods, services, equipment or other assets that will continue in effect after the Closing other than such agreements which in the aggregate provide for payments of less than $50,000; (iii)any sales, distribution or other similar agreements providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into sale by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company ILDC or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that will continue in effect after the Closing involving payments in the aggregate in excess of $25,000; (iv) any partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (vii)any license, franchise or similar agreement other than licenses, franchises or agreements which in the aggregate provide for payments of less than $50,000; (viii) any agency, dealer, sales representative, marketing or other similar agreements that will continue in effect after the Closing involving payments in excess of $250,000; 25,000; (ivix) each contract to which any agreement that limits the Company or a Subsidiary freedom of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company ILDC or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary area or which would so limit the freedom of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company ILDC or any of its Subsidiaries after the Closing Date; (x) any material agreement with: (A) any Stockholder or any of their respective “its Affiliates, (B) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by ILDC, or (C) any director or officer of ILDC or any of its Affiliates or any "associates” " or “members of the "immediate family” members " (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(100000 Xxx) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach director or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contract.officer; or

Material Contracts. (a) Section 4.16(aExcept for those agreements and other documents filed as exhibits or incorporated by reference to Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 or filed or incorporated in any of its other Company SEC Reports filed since March 16, 2012 and prior to the date hereof or as Previously Disclosed, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (each, whether or not filed with the SEC, a “Material Contract”): (i) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K; (ii) that contains a non-compete or client or customer non-solicit requirement or any other provisions that restricts the conduct of, or the manner of conducting, any line of business of Company Disclosure Letter sets forth a true and complete listor any of its affiliates (or, as upon consummation of the date Merger, of this AgreementPurchaser or any of its affiliates); (iii) that obligates Company or any of its affiliates (or, of: upon consummation of the Merger, Purchaser or any of its affiliates) to conduct business with any third party on an exclusive or preferential basis; (iiv) that requires referrals of business or requires Company or any of its affiliates to make available investment opportunities to any person on a priority or exclusive basis; (v) that relates to the incurrence of indebtedness by Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (Avi) contracts providing for the acquisitionthat grants any right of first refusal, purchaseright of first offer or similar right with respect to any material assets, sale, funding, pledging rights or divestiture properties of Company Portfolio Securities entered into or any of its Subsidiaries; (vii) that limits the payment of dividends by Company or any of its Subsidiaries; (viii) that relates to a material joint venture, partnership, limited liability company agreement or other similar agreement or arrangement with any third party, or to the formation, creation or operation, management or control of any material partnership or joint venture with any third parties, except in each case that relate to merchant banking investments by the Company, Company or its Subsidiaries or the MSR Entities in the ordinary course of business, and ; (Bix) repurchase contracts entered pursuant that relates to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, an acquisition, purchasedivestiture, sale merger or divestiture contract to similar transaction and which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including indemnification, “earnoutearn-out” or other contingent payment obligations) that would reasonably are still in effect; (x) that provides for payments to be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment made by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries upon a change in control thereof; (whether incurred, assumed, guaranteed or secured by any assetxi) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company that is a party that involves consulting agreement or constitutes an interest rate capdata processing, interest rate collar, interest rate swap software programming or other licensing contract or agreement relating to a forward, swap or other hedging transaction involving the payment of any type, unless entered into for bona fide hedging purposes more than $200,000 per annum (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment any such contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the which are terminable by Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete on 60 days or otherwise engage in less notice without any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock required payment or other equity interests in any Subsidiary of the Company; (viii) each partnershipconditions, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than the condition of notice); (xii) that grants to a person any such agreement solely between right in Company Owned Intellectual Property or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the grants to Company or any of its Subsidiaries a license to Company Licensed Intellectual Property (excluding licenses to shrink-wrap or any of their respective “associates” click-wrap software), in each case that involves the payment or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 more than $200,000 per annum or is material to the conduct of the Exchange Act)businesses of the Company; (xiii) to which any affiliate, on the other hand; (x) each contract that obligates the Company officer, director, employee or consultant of such party or any of its Subsidiaries is a party or beneficiary (except with respect to indemnify any past loans to, or present deposit or asset management accounts of, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(axiv) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “otherwise material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Significant Subsidiary of the Company; andCompany or their financial condition or results of operations. Company has Previously Disclosed or made available to Purchaser prior to the date hereof true, correct and complete copies of each Material Contract. (xiiii) each contract evidencing an interest Each Material Contract is a valid and legally binding agreement of Company or obligation one of the Companyits Subsidiaries, its Subsidiaries or any MSR Entity in connection with any MSR Investmentas applicable, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investmentand, to the extent such MSR Investment is entered into between the Knowledge of Company, its Subsidiaries the counterparty or any MSR Entity and the applicable MSR purchaser (eachcounterparties thereto, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, (subject to the knowledge of the Company, each other party thereto, Bankruptcy and Equity Exception) and is in full force and effect, subject(ii) Company and each of its Subsidiaries has duly performed all material obligations required to be performed by it prior to the date hereof under each Material Contract, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) neither the Company nor any of its Subsidiaries nor Subsidiaries, and, to the Knowledge of Company, any MSR Entity counterparty or counterparties, is in breach of any provision of any Material Contract, and (iv) no event or condition exists that constitutes, after notice or lapse of time or both, will constitute, a breach, violation or default under any on the part of Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company such Material Contract or provide any party thereto with the right to terminate such Material Contract.

Material Contracts. (a) Except for this Agreement, the Ensco Benefit Plans, agreements with customers for the provision of drilling and related services, agreements filed as exhibits to the Ensco SEC Documents or as set forth on the applicable subsection of Section 4.16(a4.19(a) of the Company Ensco Disclosure Letter sets forth a true and complete listSchedule, as of the date hereof, neither Ensco nor any of this Agreement, ofits Subsidiaries is a party to or bound by: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) imposes any restriction on the right or ability of Ensco or any of its Subsidiaries to compete with any other person or in any geographic area or acquire or dispose of the securities of another person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of Ensco and its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of Ensco or any of its Subsidiaries in an amount in excess of $50.0 million, except any transaction among Ensco and its wholly owned Subsidiaries or among Ensco’s wholly owned Subsidiaries; (iv) any executory Contract that provides for the acquisition or disposition of assets, rights or properties with a value in excess of $50.0 million, except any transaction among Ensco and its wholly owned Subsidiaries or among Ensco’s wholly owned Subsidiaries; (v) any material joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any material joint venture, partnership or limited liability company, other than any such Contract solely between Ensco and its Subsidiaries or among Ensco’s Subsidiaries; (vi) any Contract expressly limiting or restricting the ability of Ensco or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vii) any Contract that obligates Ensco or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than any loan or capital contribution to, or investment in, (A) Ensco or one of its Subsidiaries or (B) any person (other than an officer, director or employee of Ensco or any of its Subsidiaries) that is less than $50.0 million to such person; (viii) any Contract that by its terms calls for aggregate payments by or to Ensco or any of its Subsidiaries of more than $50.0 million in the aggregate over the remaining term of such Contract, except for (A) Contracts with a customer and (B) any such Contract that may be cancelled by Ensco or any of its Subsidiaries with a penalty or other liability of less than $10.0 million to Ensco or any of its Subsidiaries, upon notice of 60 days or less; (ix) any Contract that involves, or is reasonably expected in the future to involve, annual revenues of $50.0 million; (x) any Contract providing for drilling unit construction, repair, modification, life extension, overhaul or conversion for an amount in excess of $50.0 million; (xi) any Contract with a customer with a remaining duration of greater than 180 days, including fixed price customer options; (xii) any Contract that includes any affiliate of Ensco as a counterparty or third party beneficiary and that would be required to be disclosed under Item 404 of Regulation S-K of the Exchange ActSEC; (xiii) not otherwise described any Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in this Section 4.16(apayments after the date hereof by Ensco or any of its Subsidiaries in excess of $50.0 million; (xiv) any lease or sublease with respect to the Company or any Subsidiary an Ensco Leased Real Property with remaining payments in excess of the Company$10.0 million; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (Cxv) any agreement for Contract the loss or breach of which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company have an Ensco Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (ai) Section 4.16(a6.1(A)(t)(i) of the Company Allergan Disclosure Letter Schedule sets forth a true and complete list, list as of the date of this Agreement of each of the following Contracts (other than any Allergan Benefit Plan) to which Allergan or any of its Subsidiaries is a party or by which it is bound (each such Contract required to be so listed, and each of the following types of Contracts (other than any Allergan Benefit Plan) described below to which Allergan or any of its Subsidiaries becomes a party or by which it otherwise becomes bound after the date of this Agreement, of:an “Allergan Material Contract”): (A) each (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging acquisition or divestiture Contract (including any Contracts pursuant to which any member of Company Portfolio Securities entered into by the CompanyAllergan Group has transferred or agreed to transfer ownership of any Intellectual Property) and (ii) license (including any in-license or out-license and any sublicense), its Subsidiaries collaboration agreement or the MSR Entities similar or equivalent Contract, that, in the ordinary course case of business, each of clauses (i) and (Bii), (x) repurchase contracts entered has a maximum potential value (or which otherwise requires the receipt or making of payments) in excess of $100 million (including pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreementsany “earn-out,” contingent value rights, in each case in the ordinary course of the Company’s businessmilestone payments, each mergerlicense fees, business combinationroyalty payments, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” development costs or other contingent payment or value obligations), (y) involves the issuance of any Equity Securities of Allergan or any of its Subsidiaries to a Third Party following the date of this Agreement or (z) grants to any Person (other than any member of the Allergan Group) any right of first refusal, right of first negotiation, right of first offer, option to purchase, option to license, or any other similar rights with respect to any Allergan Product or any material Intellectual Property of Allergan; (B) any Contract with any Governmental Entity that is material to Allergan and its Subsidiaries, taken as a whole, and involving or that would reasonably be expected to result involve payments to or from any Governmental Entity in the receipt or making of future payments an amount having a maximum potential value in excess of $250,000100 million; (iiC) each contract any Contract that grants (x) limits or purports to limit, in any right material respect, the freedom of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company Allergan or any of its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the freedom of AbbVie or any of its Affiliates to take such actions after the Effective Time, (y) contains exclusivity or “most favored nation” obligations or restrictions that restrict or purport to restrict Allergan or any of its Subsidiaries in any material respect or that would so limit or purport to limit AbbVie or any of its Affiliates after the Effective Time, (z) contains any other provisions materially restricting or purporting to materially restrict the ability of Allergan or any of its Subsidiaries to sell, market, distribute, promote, manufacture, develop, commercialize, test or research any Allergan Products through third parties or that would so limit or purport to limit AbbVie or any of its Affiliates after the Effective Time; (D) any Contract relating to third party indebtedness for borrowed money in excess of $100 million (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company Allergan or any of its Subsidiaries; (viE) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company Contract restricting Allergan or any of its Subsidiaries from (including Parent upon consummation x) the payment of dividends (y) the Transactionsmaking of distributions to shareholders or (z) the ability to compete repurchase or otherwise engage in any line of business or with any Person or geographic arearedeem Equity Securities; (viiF) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization, research, development or other equity interests in any Subsidiary of similar agreement, which is material to the CompanyAllergan Group, taken as a whole; (viiiG) each partnershipany Contracts or other transactions with any (A) executive officer or director of Allergan, joint venture, limited liability company or strategic alliance agreement to which (B) affiliate (as such term is defined in Rule 12b-2 promulgated under the Company Exchange Act) or a Subsidiary “associates” (or members of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members ”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act)) of any such executive officer, on the other handdirector or beneficial owner; (H) any Contract involving the settlement of any Action or threatened Action (or series of related Actions) (A) which (x) each contract that obligates the Company will involve payments by Allergan or any of its Subsidiaries after the date hereof, or involved such payments, in excess of $100 million or (y) will impose, or imposed, materially burdensome monitoring or reporting obligations by Allergan or any of its Subsidiaries outside the ordinary course of business or material restrictions on Allergan or any Subsidiary of Allergan (or, following the Completion, on AbbVie or any Subsidiary of AbbVie) or (B) which impose material restrictions on the use of any material Intellectual Property other than, in the case of this clause (B), the granting of non-exclusive licenses or sublicenses or the granting of exclusive licenses in connection with the settlement of ANDA-related litigation in the ordinary course of business; (I) any stockholders, investors rights, registration rights or similar agreements or arrangements with respect to indemnify any past or present directors, officers or employees the Equity Securities of the Company Allergan or any of its Subsidiaries;; and (xiJ) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot any other Contract required to be voluntarily terminated filed by Allergan pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under K. (ii) All of the Exchange Act) not otherwise described in this Section 4.16(a) with respect Allergan Material Contracts are, subject to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the CompanyEquitable Exceptions, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related valid and binding obligations of Allergan or a Subsidiary of Allergan (as the case may be) and, to such MSR Investmentthe knowledge of Allergan, each of the other parties thereto, and (B) purchase agreements for mortgage servicing rights in full force and effect and enforceable in accordance with their respective terms against Allergan or its Subsidiaries (“MSRs”as the case may be) underlying a MSR Investmentand, to the extent knowledge of Allergan, each of the other parties thereto, in each case of (A) and (B), except for such MSR Investment is entered into between Allergan Material Contracts that are terminated after the Companydate of this Agreement in accordance with their respective terms, other than as a result of a default or breach by Allergan or any of its Subsidiaries or of any MSR Entity of the provisions thereof, and except where the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required failure to be paid valid and binding obligations and in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment full force and any related MSR Purchase Agreement effect and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as enforceable has not had and would not reasonably be expected to have, individually or in the aggregate, a Company an Allergan Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to . To the knowledge of the Company, each other party thereto, and is in full force and effect, subjectAllergan, as of the date hereof, no Person is seeking to enforceabilityterminate or challenging the validity or enforceability of any Allergan Material Contract, to Creditors’ Rights. Except as except such terminations or challenges which have not had and would not reasonably be expected to have, individually or in the aggregate, a Company an Allergan Material Adverse Effect. Neither Allergan nor any of its Subsidiaries, nor, as of the date hereof, to the knowledge of Allergan, any of the other parties thereto has violated any provision of, or committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under any provision of, and as of the date hereof neither the Company Allergan nor any of its Subsidiaries nor has received written notice that it has violated or defaulted under, any MSR Entity is Allergan Material Contract, except for those violations and defaults (or potential defaults) which have not had and would not reasonably be expected to have, individually or in breach or default under any Company Contract northe aggregate, an Allergan Material Adverse Effect. Allergan has made available to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete AbbVie true and accurate complete copies of each Company Allergan Material Contract as in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contracthereof.

Material Contracts. (a) Section 4.16(aExcept for (x) of the Company Disclosure Letter sets forth a true Contracts that do not constitute Spinco Assets or Spinco Liabilities, and complete list(y) any Contract that is an Additional Transfer Document, as of the date hereof, none of this Agreementthe Pluto Entities (with respect to the Spinco Business) nor any of the Spinco Entities are parties to or otherwise bound by or subject to (Contracts of the following types, of:together with the Spinco Licenses, the “Spinco Material Contracts”): (i) other than any such Contract solely between Spinco Entities, any partnership, joint venture, strategic alliance, license or research and development project Contract, in each case, which is material to the Spinco Business (taken as a whole); (ii) Contracts containing (A) contracts providing for a covenant materially restricting the acquisitionability of any Pluto Entity (with respect to the Spinco Business) or any Spinco Entity to engage in any line of business in any geographic area or to compete with any Person, purchase, sale, funding, pledging to market any product or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries to solicit customers or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to a provision granting the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets other party exclusivity or refinance the Company’s repurchase obligations pursuant to such master repurchase agreementssimilar rights, in each case in of clauses (A) and (B), that would, after giving effect to the ordinary course Combination, materially impact the Spinco Business (taken as a whole); (iii) other than any such Contract solely between Spinco Entities, any Contract restricting Spinco from (A) paying any dividends, (B) making any other distributions to its stockholders or (C) repurchasing or redeeming shares of the Company’s business, each merger, business combination, acquisition, purchase, sale Spinco Common Stock; (iv) any acquisition or divestiture contract to which the Company Contract or a Subsidiary of the Company is a party licensing agreement that contains representations, continuing financial covenants, indemnities or other payment obligations (including “earnoutearn-out” or other contingent payment obligationsobligations other than royalty payments) that would reasonably be expected to result in the receipt or making by any Pluto Entity (with respect to the Spinco Business) or any Spinco Entity of future payments in excess of $250,000100 million; (iiv) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract Contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries Spinco Entities (whether incurred, assumed, guaranteed or secured by any asset) ), in each case in a principal amount in excess of $250,000; 100 million, other than (ivA) each contract to which Contracts solely among the Company Spinco Entities or a Subsidiary guarantee by any Spinco Entity of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction Indebtedness of any type, unless another Spinco Entity and (B) financial guarantees entered into for bona fide hedging purposes in the ordinary course of business consistent with past practice not exceeding $100 million, individually or in the aggregate (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time surety or performance bonds, letters of credit or similar agreements entered into in the ordinary course of business consistent with less than one day’s notice and without liability past practice in each case to the Company or any of its Subsidiariesextent not drawn upon); (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability Spinco Leases set forth on Section 6.18(b) of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic areaSpinco Disclosure Schedule; (vii) each contract pursuant any Contract that relates to which the Company any swap, forward, futures, or any Subsidiary other similar derivative transaction with a notional value as of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests date of this Agreement in any Subsidiary excess of the Company$100 million; (viii) each partnershipany Contract involving the settlement of any claims, joint ventureactions, limited liability company suits or strategic alliance agreement proceedings or threatened claims, actions, suits or proceedings (or series of related claims, actions, suits or proceedings) pursuant to which any Pluto Entity (with respect to the Company Spinco Business) or a Subsidiary Spinco Entity (A) is required to pay after the date hereof consideration in excess of $50 million or (B) is subject to material monitoring or reporting obligations to any other Person outside the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries)ordinary course of business; (ix) each contract between or among any Contract with any Governmental Authority that is material to the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate Spinco Business (other than taken as a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Actwhole), on excluding any sales, supply, manufacturing or services agreements entered into in the other hand;ordinary course of business and tolling agreements entered into in connection with investigations by any Governmental Authority; and (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract Contract not otherwise described in any other subsection of this Section 4.16(a6.11(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will would be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each be filed by Spinco as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under of the SEC) if Spinco were subject to the reporting requirements of the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary Act as of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investmentdate hereof. (b) CollectivelyPluto has made available to Utah true, complete and correct copies of each Spinco Material Contract described in Section 6.11(a)(i) through Section 6.11(a)(x) in effect on the date hereof. Each Spinco Material Contract (except those which may be canceled, rescinded, terminated or not renewed after the date hereof in accordance with their terms) is valid and binding on the applicable Pluto Entity or Spinco Entity and, to the knowledge of Pluto, the contracts set forth counterparty thereto, and is in Section 4.16(a) are herein referred full force and effect, subject to as the “Company Contracts.” Except Remedies Exception. No Pluto Entity or Spinco Entity is in breach of, or default under, any Spinco Material Contract to which it is a party, except for such breaches or defaults as would not reasonably be expected to have, individually or in the aggregate, a Company Spinco Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to . To the knowledge of Pluto, as of the Companydate hereof, each no other party thereto, and to any Spinco Material Contract is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as breach of or default under the terms of any Spinco Material Contract where such breach or default has had or would not reasonably be expected to have, individually or in the aggregate, a Company Spinco Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a) 3.17 of the Company Seller Disclosure Letter Schedule sets forth a true and complete list, as of the date of this AgreementAgreement a true and complete list of the following Contracts (other than purchase orders and invoices, of:Benefit Plans and Compensation Agreements) to which any of the Transferred Entities is a party or is bound (the “Material Contracts”): (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into Contracts involving payments by the Company, its Subsidiaries Transferred Entities of more than $250,000 per year or $2,000,000 over the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as term of the date hereofContract, or having a term of more than four (4) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000years and not terminable within 180 days; (ii) each contract that grants any right Contracts requiring the Transferred Entities to provide more than $250,000 of first refusal services per year or right $2,000,000 of first offer services over the term of the Contract, or that limits the ability are anticipated to generate, individually, revenue for any Transferred Entity of the Company, any Subsidiary of the Company more than $1,000,000 in 2022 or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)2023; (iii) each contract any Contract containing any future capital expenditure obligations of the Transferred Entities (or otherwise relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any assetBusiness) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction Contracts evidencing Indebtedness for borrowed money of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”)Transferred Entity with a principal amount greater than $1,000,000; (v) each employment contract Contracts requiring any Transferred Entity to which the Company pay, perform, discharge or a Subsidiary otherwise guarantee any Indebtedness of the Company is a party any other Person (other than employment contracts providing for at-will employment that can be terminated at any time a Transferred Entity) with less a principal amount greater than one day’s notice and without liability to the Company or any of its Subsidiaries$1,000,000; (vi) each contract containing any nonjoint venture, partnership or other similar agreement involving co-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or investment between any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic areaTransferred Entity and a third party; (vii) each contract pursuant to which Contracts for the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock sale, transfer or other equity interests disposition of any assets of any Transferred Entity involving payments of more than $1,000,000, other than sales of inventory in any Subsidiary the ordinary course of the Companybusiness consistent with past practice; (viii) each partnershipany Contract relating to the acquisition or disposition of any business (whether by merger, joint venturesale of stock, limited liability company sale of assets or strategic alliance agreement to otherwise) under which the Company Transferred Entities have a continuing obligation with respect to an “earn out,” contingent purchase price, or a Subsidiary of the Company similar contingent payment obligation that is a party (other than any such agreement solely between reasonably expected to be $250,000 or among the Company and its wholly owned Subsidiaries);greater in amount; and (ix) each contract between any Contract containing covenants that would restrict or among limit in any material respect the Company or any Subsidiary ability of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days Transferred Entities after the Effective Time and (B) under which it is reasonably expected Closing to engage in the Company Business or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) compete with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection Business with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries Person or in any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investmentgeographic area. (b) CollectivelySellers have made available to Purchaser true, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company correct and complete copies of each Material Adverse Effect, each Company Contract and all amendments related thereto. Each Material Contract is a legal, validvalid and binding obligation of the applicable Transferred Entities, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the CompanySellers, of each other party counterparty thereto, and is in full force and effect, subjectand no Transferred Entity, as to enforceabilityor, to Creditors’ Rights. Except as the knowledge of Sellers, other party thereto is in breach of, or in default under, any such Material Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by any of the Transferred Entities, or, to the knowledge of Sellers, any other party thereto, except for such failures to be valid, binding or in full force and effect and such breaches, defaults or events that have not reasonably be expected to havehad and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a) 3.20 of the Company Disclosure Letter Schedule sets forth a true true, correct and complete list, list as of the date of this AgreementAgreement of each of the following to which Company or any subsidiary of Company is a party or to which they or their assets or properties may be subject, ofwhether written or oral: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000any material agreement with any labor union; (ii) each any contract containing covenants that grants limit in any right of first refusal or right of first offer or that limits material respect the ability of the Company, any Subsidiary of the Company or any subsidiary of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person person or geographic areawhich involve any material restriction of the geographical area in which, or method by which or with whom, Company or any subsidiary of Company may carry on its business (other than as may be required by law or applicable regulatory authorities); (iii) any material contract that obligates Company or any of its affiliates (or, upon consummation of the Merger, Purchaser or any of its affiliates) to conduct business with any third party on an exclusive or preferential basis, or that requires referrals of business or requires Company or any of its affiliates to make available investment opportunities to any person on a priority or exclusive basis; (iv) any agreement that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Company or any of its subsidiaries; (v) any material joint venture, partnership, strategic alliance or other similar contract (including any material franchising agreement, but in any event excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise) outside the ordinary course of business, which acquisition or disposition is not yet complete or where such contract contains material continuing payment obligations (including “earn out” obligations) or contains material continuing indemnity obligations of Company or any subsidiary of Company; (vi) any real property lease and any other lease with annual rental payments, in each case, aggregating $200,000 or more; (vii) each any contract pursuant to which providing for hedging or derivative instruments, including swaps, caps, floors and option agreements, when Company knows that the Company or annual payments on any Subsidiary such contract will in the absence of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests a change in any Subsidiary of the Companymarket conditions exceed $200,000; (viii) each partnership, joint venture, limited liability company any material agreement that relates to long term indebtedness or strategic alliance agreement to which the borrowing of money with an original and remaining maturity of one year or more by Company or a Subsidiary any of its subsidiaries, or the guarantee by Company or any of its subsidiaries of any such obligation, including any sale and leaseback transactions, capitalized leases and other similar financing transactions, in each case that would reasonably be expected to exceed $500,000; (ix) any material agreement that relates to the performance of clearing or execution services to the extent Company or any of its subsidiaries has or is contractually bound to incur unsecured credit exposure arising from the performance of such clearing or execution services in excess of $200,000 to any single counterparty as of the date hereof or on any date in the future; (x) any agreement that limits the payment of dividends by Company is a party or any of its subsidiaries; (xi) any consulting agreement or data processing, software programming or licensing contract involving the payment of more than $200,000 per annum (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the contracts which are terminable by Company or any of its Subsidiaries subsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Actnotice), on the other hand; (xxii) each contract any material agreement that obligates relates to Company Owned Intellectual Property or Company Licensed Intellectual Property; (xiii) any broker’s note to which a broker employed by Company is a party; (xiv) that is not of the type described in clauses (i) through (xiv) above and which involved payments by, or to, Company or any of its Subsidiaries subsidiaries in the fiscal year ended June 30, 2013, or that could reasonably be expected to indemnify any past involve such payments during the fiscal year ending June 30, 2014, of more than $500,000 (other than pursuant to Loans originated or present directors, officers or employees of the purchased by Company or any of its Subsidiariessubsidiaries); (xixv) each vendor, supplier any other contract or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under agreement which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each a “material contract” (as such term is defined in within the meaning of Item 601(b)(10) of Regulation S-K under K; or All contracts, arrangements, commitments or understandings of the Exchange Act) not otherwise type described in this Section 4.16(a) with respect 3.20 shall be collectively referred to herein as the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRsMaterial Contracts.”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) CollectivelyEach such Material Contract is valid and in full force and effect and enforceable in accordance with its respective terms, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except except as would not reasonably be expected to havehave a Company Material Adverse Effect, and subject to the Bankruptcy and Equity Exception. Neither Company nor any subsidiary of Company, nor, to Company’s knowledge, any counterparty to any Material Contract, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default under the provisions of any Material Contract, except in each case for those violations and defaults which, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding have not and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a3.11(a) of the Company Disclosure Letter Schedule sets forth a true complete and complete list, as accurate list of the date of this Agreement, of: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract Contracts to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries is a party that fall within the following categories and existing as of the date hereof (collectively, the “Company Material Contracts”): (i) any Contract for the purchase or sale of services, equipment or other assets (other than relating to Oil and Gas Properties) that either (1) provides for annual payments by the Company and/or its Subsidiaries of $300,000 or more; or (2) gives rise to anticipated receipts of more than $300,000 in any calendar year, in each case that cannot be terminated on not more than 90 days’ notice without payment by the Company and/or its Subsidiaries of any material penalty; (ii) any material partnership, joint venture or other similar agreement or arrangement; (iii) any Contract relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which the Company has material ongoing obligations entered into within the three years prior to the date hereof; (iv) any Contract as obligor or guarantor relating to Indebtedness (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of ), except any such agreement with an aggregate outstanding principal amount not exceeding $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”)300,000; (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract Contract containing any area of mutual interest, joint bidding area, joint acquisition area, or non-compete, non-solicit, exclusivity compete or similar type of provision that materially restricts the ability of the Company or any of its the Company’s Subsidiaries to (including Parent upon consummation of the TransactionsA) to compete or otherwise engage in any line of business or geographic area or with any Person during any period of time after the Closing or geographic area(B) make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets or properties; (vi) any Contract to sell, lease, farmout, exchange or otherwise dispose of all or any part of the Oil and Gas Properties of the Company and its Subsidiaries; (vii) each contract pursuant to which Contract for the Company sale, purchase, exchange or any Subsidiary other disposition of Hydrocarbons produced from the Oil and Gas Leases or Xxxxx of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Companyand its Subsidiaries; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than Contract that contains any such agreement solely between or among the Company and its wholly owned Subsidiaries)drilling commitments; (ix) each contract between or among the Company or Contract for any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees material Derivative Transaction of the Company or any of its Subsidiaries; (x) any joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar Contract (or series of related Contracts) requiring the Company or any Subsidiary to make expenditures that would reasonably be expected to be in excess of (x) $1,000,000 in any calendar year or (y) $2,000,000 during the term thereof, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (xi) any Contract that provides for a “take-or-pay” clause or any similar prepayment obligation, acreage dedication, minimum volume commitments or capacity reservation fees to a gathering, transportation or other arrangement downstream of the wellhead, that cover, guaranty or commit volumes in excess of 5,000 barrels of oil equivalent of Hydrocarbons of the Company and its Subsidiaries per day over a period of one month (calculated on a yearly average basis) and for a term greater than 10 years, except for any Contracts that are terminable without penalty within 90 days; (xii) each vendorContract that contains any standstill, supplier “most favored nation” or most favored customer provision, preferential right or rights of first or last offer, negotiation or refusal or any similar requirement or right in favor of any third party consulting or similar contract not otherwise described party, in this Section 4.16(a) that each case other than those contained in (A) cannot be voluntarily terminated pursuant to its terms within 60 days after any agreement in which such provision is solely for the Effective Time and (B) under which it is reasonably expected benefit of the Company or any of its Subsidiaries will be required to pay feesSubsidiaries, expenses (B) customary royalty pricing provisions in Oil and Gas Leases or other costs (C) customary preferential rights in excess joint operating agreements or unit agreements affecting the business or the Oil and Gas Properties of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company; andits Subsidiaries; (xiii) each contract evidencing an interest Contract or obligation group of the Company, its Subsidiaries or any MSR Entity related Contracts reasonably expected to result in connection with any MSR Investment, including Transaction Expenses of more than $100,000; and (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (Cxiv) any agreement for which rights in the MSR Investment are pledged Contract that constitutes a seismic, data or which document any costs or expenses assumed or required to be paid in connection with a MSR Investmentgeophysical license, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investmentpermit. (b) CollectivelyEach Company Material Contract is a valid and binding agreement of the Company or one of its Subsidiaries, and is in full force and effect, and none of the contracts set forth Company, any Subsidiary of the Company or, to the Company’s knowledge, any other party is in Section 4.16(a) are herein referred to as default or breach under the “terms of any such Company Contracts.” Except as Material Contract, except for any such defaults or breaches which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a) of the The Company Disclosure Letter Schedule sets forth a true and complete listthe following contracts, as of the date of this Agreementundertakings, of: (i) other than (A) contracts providing for the acquisitioncommitments, purchase, sale, funding, pledging licenses or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s businesswritten or oral, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Company Subsidiary is a party or which are applicable to any of their respective assets or properties (true and complete copies (or written summaries, if oral) of which have been made available to Parent prior to the date hereof) other than those contracts or agreements listed as exhibits in the Company’s Form 10-K for the fiscal year ended December 28, 2008 (each such contract or agreement as is required to be set forth in the Company Disclosure Schedule, together with all contracts and agreements of the Company may be obligated to issue or repurchase any Company Capital Stock Subsidiary listed or required to be listed as exhibits in the Company’s Form 10-K for the fiscal year ended December 28, 2008, being a “Material Contract”): (i) promissory notes, loan agreements, indentures, evidences of indebtedness or other instruments and contracts providing for the borrowing or lending of money, whether as borrower, lender or guarantor, and any agreements or instruments pursuant to which any cash of the Company or any capital stock Company Subsidiary is held in escrow or its use by the Company or any Company Subsidiary is otherwise restricted, in each case in an amount of more than $1,000,000; (ii) all contracts involving a value of more than $1,000,000 pursuant to which any material property or assets of the Company or any Company Subsidiary is subject to a Lien; (iii) joint venture, alliance, affiliation or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop or market any products or services on behalf of, or together with, the Company or any Company Subsidiary or receive referrals of business from, or provide referrals of business to, the Company or any Company Subsidiary; (iv) executory contracts for the acquisition or sale, directly or indirectly (by merger or otherwise) of all or a substantial portion of the assets (whether tangible or intangible) or the Equity Interests of another Person, including, without limitation, contracts for any completed acquisitions or sales pursuant to which an “earn out” or similar form of obligation (whether absolute or contingent) is pending or for which there are any continuing indemnification or similar obligations; (v) any interest rate or currency swaps, caps, floors or option agreements or any other interest rate or currency risk management arrangement or foreign exchange contracts; (vi) all licenses, sublicenses, or consent, royalty or other equity interests agreements concerning Company Intellectual Property involving an amount of more than $200,000; (vii) contracts relating to rights to indemnification and/or advancement of expenses as in any Subsidiary of effect on the Companydate hereof with respect to matters occurring on or prior to the Effective Time (including the transactions contemplated hereby); (viii) each partnershipany contract, joint venture, limited liability company agreement or strategic alliance agreement to other instrument of understanding which is not terminable by the Company or a Company Subsidiary of without additional payment or penalty within sixty (60) days and obligates the Company is or any Company Subsidiary for payments or other consideration with a party (other value of more than any such agreement solely between or among the Company and its wholly owned Subsidiaries)$1,000,000; (ix) each contract between contracts of the type required under Section 3.5(b) or among Section 3.12(h) to be disclosed on the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other handDisclosure Schedule; (x) each contract that obligates contracts imposing any material restriction on the right or ability of the Company or a Company Subsidiary (A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, (C) to solicit, hire or retain any Person as an employee, consultant or independent contractor, (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person, (E) to perform services for any other Person, or (F) to transact business or deal in any other manner with any other Person or contracts granting to any Person (other than the Company or any of its Subsidiaries wholly owned Company Subsidiary) any “most favored nation” clause as to indemnify any past or present directors, officers or employees of the Company price or any of its Subsidiariesother material term; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(acontracts (i) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected imposing any confidentiality obligation on the Company or any Company Subsidiary (other than routine confidentiality or nondisclosure agreements entered into in the ordinary course of its Subsidiaries will be required to pay fees, expenses business that do not otherwise constitute Material Contracts under this Section 3.17) or other costs in excess of $250,000 following the Effective Time(ii) containing “standstill” or similar provisions; (xii) each “contracts that could reasonably be expected to have a material contract” effect on (as such term is defined in Item 601(b)(10i) the business, condition, capitalization, assets, liabilities, operations or financial performance of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary (ii) the ability of the CompanyCompany to perform any of its obligations under, or to consummate any of the transactions contemplated by this Agreement; and (xiii) each any contract, if a Default (as defined below) under such contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related would be reasonably likely to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying have a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR InvestmentCompany Material Adverse Effect. (b) CollectivelyEach Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the contracts set forth relief of debtors, and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies. (c) Neither the Company nor any Company Subsidiary is, or has received any notice that any other party is, in Section 4.16(abreach, default or violation of or is unable to perform in any respect under (each, a “Default”) are herein referred any Material Contract (and no event has occurred or not occurred through the Company’s or any Company Subsidiary’s action or inaction or, to as the “Company Contracts.” Except as knowledge of the Company, through the action or inaction of any third party, which with notice or the lapse of time or both would constitute or give rise to a Default), except for those Defaults which would not be reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect, each . Neither the Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge nor any Company Subsidiary has received written notice of the Companytermination of, each other party theretoor intention to terminate, and is in full force and effectany Material Contract, subject, as to enforceability, to Creditors’ Rights. Except as except for such notices or terminations that would not be reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect, neither . Except as set forth in the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default Disclosure Schedule, no Claims for indemnification under any agreement have been made by or against the Company Contract noror any Company Subsidiary since January 1, 2006 and there are no such Claims outstanding or, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, has received written notice of any material violation of or material default under any Company Contractthreatened.

Material Contracts. (a) Section 4.16(a) of Except for this Agreement and except for Contracts filed as exhibits to the Company Disclosure Letter sets forth a true and complete listSEC Reports, as of the date hereof, none of this Agreement, ofthe Company or its Subsidiaries is a party to or bound by: (i) any Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract relating to the formation, creation, operation, management or control of a partnership, joint venture, limited liability company or similar arrangement; (iii) any Contract involving a loan (other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities accounts receivable from trade debtors in the ordinary course of business, ) or advance to (other than travel and (B) repurchase contracts entered pursuant entertainment allowances to the Company’s existing master repurchase agreements (as in effect as employees of the date hereof) to finance the purchase price Company and any of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case its Subsidiaries extended in the ordinary course of business), or investment in, any person or any Contract relating to the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess any such loan, advance or investment of more than $250,00010,000,000; (iiiv) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Contract involving Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of more than $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”)10,000,000; (v) each employment contract to any Contract (including so called take-or-pay or keep-well agreements) under which any person (other than the Company or any of its Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of its Subsidiaries of more than $30,000,000; (vi) any Contract granting or evidencing a Lien on any properties or assets of the Company or any of its Subsidiaries with value of more than $30,000,000, other than a Permitted Encumbrances; (vii) any Contract under which the Company or a Subsidiary any of its Subsidiaries has any obligations that have not been satisfied or performed (other than indemnification and confidentiality obligations) relating to the acquisition, disposition, sale, transfer or lease (including leases in connection with financing transactions) of properties or assets of the Company is or any of its Subsidiaries that have a party fair market value or purchase price of more than $30,000,000 (by merger, purchase or sale of assets or stock or otherwise); (viii) any Contracts involving any resolution or settlement of any Action with amount in controversy greater than $30,000,000; (ix) any non-competition Contract or other Contract that purports to limit, curtail or restrict in any material respect the ability of the Company or any of its Subsidiaries to compete in any geographic area, industry or line of business; (x) any Contract involving a standstill or similar arrangement; (xi) any Contract (other than employment contracts providing for at-will employment Contracts granting Company Options or Company RSs) giving the other party the right to terminate such Contract as a result of this Agreement or the consummation of the Merger where (A) such Contract requires any payment in excess of $30,000,000 to be made by the Company or any of its Subsidiaries in any calendar year or (B) the value of the outstanding receivables due to the Company and its Subsidiaries under such Contract is in excess of $30,000,000 in any calendar year; (xii) any Contract that can be terminated at contains restrictions with respect to (A) payment of dividends or any time distribution with less than one day’s notice and without liability respect to equity interests of the Company or any of its Subsidiaries, (B) pledging of share capital of the Company or any of its Subsidiaries or (C) issuance of guaranty by the Company or any of its Subsidiaries; (vixiii) each contract containing any non-compete, non-solicit, exclusivity or similar type Contract providing for (A) a license of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) Intellectual Property to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); , (ixB) each contract between or among the Company or any Subsidiary a license of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates Intellectual Property by the Company or any of its Subsidiaries to indemnify third parties, (C) an indemnity of any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected person by the Company or any of its Subsidiaries will be required to pay feesagainst any charge of infringement, expenses misappropriation, unauthorized use or violation of any Intellectual Property right or (D) any royalty, fee or other costs amount payable by the Company or any of its Subsidiaries to any person by reason of the ownership, use, sale or disposition of Intellectual Property; in excess each case of $250,000 following (A) through (D), other than agreements for off-the-shelf Software and such Contracts that are not material to business of the Effective TimeCompany and its Subsidiaries, taken as a whole, and in each case of (C) and (D), other than Contracts entered into by the Company and its Subsidiaries in ordinary course of business; (xiixiv) each any Contract which (A) provides the Company with effective control over any of its Subsidiaries in respect of which it does not, directly or indirectly, own a majority of the equity interests (each, an “material contract” Operating Subsidiary”), (as such term is defined in Item 601(b)(10B) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to provides the Company or any Subsidiary of the Company; and right or option to purchase the equity interests in any Operating Subsidiary, or (xiiiC) each contract evidencing an interest or obligation of transfers economic benefits from any Operating Subsidiary to any other Subsidiary (the Company, its Subsidiaries or any MSR Entity contracts and agreements described in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment), (B) purchase agreements for mortgage servicing rights and (C), together, the “MSRsControl Agreements”); or (xv) underlying a MSR Investment, to the extent such MSR Investment is entered into any Contract between the Company, Company or any of its Subsidiaries and any director or executive officer of the Company or any MSR Entity and person beneficially owning five percent or more of the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or outstanding Shares required to be paid disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act. Each such Contract described in connection with clauses (i) to (xv) and each such Contract that would be a MSR Investment, (D) sale confirmations or other agreements Material Contract but for the exception of being filed as an exhibit to the relevant parties Company SEC Reports is referred to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investmentherein as a “Material Contract.” (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Material Contract is a legal, valid, valid and binding obligation of the Company or its Subsidiaries party thereto and enforceable in accordance with its terms on to the Company’s knowledge, the other parties thereto, in each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, case subject to the knowledge of the CompanyBankruptcy and Equity Exception, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modificationsii) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge and as of the Companydate hereof, any MSR Entityother party thereto, is in breach or violation of, or default under, any Material Contract and no event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the Company’s knowledge, the action or inaction of any Third Party, that with notice or lapse of time or both would constitute a breach or violation of, or default under, any Material Contract and (iii) the Company and its Subsidiaries have not received any written claim or notice of any material violation of default, termination or material default cancellation under any Company such Material Contract.

Material Contracts. (a) Section 4.16(a3.14(a) of the Company Disclosure Letter Schedules sets forth a true and complete list, as list of all of the date Contracts of this Agreement, ofthe Company Entities that: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging involve individual or divestiture of aggregate payments to or by any Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments Entity in excess of $250,000100,000 in either of the past two (2) full fiscal years or $75,000 in the current fiscal year; (ii) each contract that grants any right of first refusal involve remaining aggregate payments to or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty theretoCompany Entity in excess of $100,000 and have a remaining term of more than one (1) year from the date hereof (and cannot be terminated by such Company Entity without material penalty); (iii) each contract relating to outstanding Indebtedness (concern the operation or commitments establishment of a partnership, joint venture or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000similar arrangement; (iv) each contract require any Company Entity to which the Company purchase its total requirements for any product or service from a Subsidiary of the Company is a third party or that involves contain “take or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”)pay” provisions; (v) each employment contract to which the Company provide for earn-outs or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiariessimilar contingent obligations; (vi) each contract containing relate to the acquisition, issuance or transfer of any non-compete, non-solicit, exclusivity or similar type securities of provision that materially restricts the ability of the any Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic areaEntity; (vii) each contract pursuant to which the Company create or guarantee any Subsidiary Indebtedness or impose a Lien (other than a Permitted Lien) on any assets of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or Entity (other equity interests in any Subsidiary of the Companythan ordinary course trade payables); (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which provide for the Company or a Subsidiary disposition of the Company is a party assets (other than in the Ordinary Course of Business) or business of any such Company Entity or any agreement solely between for the acquisition of the assets or among business of any other Person (whether by merger, sale of stock, sale of assets or otherwise) (other than in the Company and its wholly owned SubsidiariesOrdinary Course of Business); (ix) each contract between or among the include any covenant binding on any Company Entity or any Subsidiary director, manager, officer or employee of such Company Entity in the Company, on nature of a non- competition or exclusivity agreement or that otherwise limits or restricts such Company Entity or Person from competing or otherwise conducting the one hand, and Business in any officer, director manner or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other handplace; (x) each contract are with any current or former employee, officer, manager, director, consultant or independent contractor that obligates the Company are not terminable without penalty or other cost on thirty (30) days’ or less notice, including without limitation any employment, severance, termination, change in control or similar agreement or any agreement providing for any increase in compensation, vesting, acceleration of its Subsidiaries to indemnify any past payments or present directors, officers or employees of the Company other similar rights or any other consideration of its Subsidiariesany kind; (xi) each vendorprovide for bonuses, supplier options, pensions, deferred compensation, profit sharing, equity, fringe or third party consulting other benefits or similar contract not otherwise described in this Section 4.16(a) that arrangements with any current or former employee, officer, manager, director, consultant, or independent contractor containing continuing obligations of any Company Entity or with respect to which any Company Entity has any Liability (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company contingent or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Timeotherwise); (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect relate to the provision of fiduciary, administrative, recordkeeping or other services in connection with any Company Benefit Plan that is not terminable without penalty or any Subsidiary of the Company; andother cost on thirty (30) days’ or less notice; (xiii) each contract evidencing grant any Person a power of attorney; (xiv) provide for the use, lease or indefeasible right of use (“IRU”) of fiber by a Company Entity; or (xv) was not entered into in the Ordinary Course of Business and which creates an interest or obligation of the CompanyCompany Entities in excess of $100,000. (collectively, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (the “MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase AgreementMaterial Contracts”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, True and complete copies of each Material Contract have been made available to the contracts set forth in Section 4.16(a) are herein referred to as Buyer. Each of the “Material Contracts is a valid and binding obligation of the applicable Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subjectand is enforceable by such Company Entity in accordance with its terms, except as may be limited by (A) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to enforceabilitytime in effect which affect creditors’ rights generally, to Creditors’ Rightsor (B) legal and equitable limitations on the availability of specific remedies. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither None of the Company nor Entities are, and to Sellers’ Knowledge each other party to each such Material Contract is not, in material breach or default of any terms or conditions thereunder, and no event has occurred which with notice or lapse of its Subsidiaries nor any MSR Entity is in time or both would constitute a material breach or default under any Company terms or conditions of any Material Contract noror permit termination, to the knowledge of the Companymodification or acceleration thereof, is or reduce any other party to any such Company Contract in breach or default material benefits thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 20222016, neither the Sellers nor the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any MSR Entity, Entities has received written notice of that any material violation of party to any Material Contract intends to terminate any Material Contract or material default under repudiate any Company Contractprovision thereof.