Assets of Materials Recovery Facility Business

Sale of substantially all the assets of IREP MONTGOMERY-MRF, LLC. All right, title and interest of IREP described as below:

• Lot 2 and Lot 3 (collectively, the "Lots");
• All improvements, structures, buildings and fixtures situated on the Lots, including the Facility (together with the Lots, collectively, the “Real Estate”);
• All maintenance and operating supplies, tools, spare parts, containers and
• packaging used in the operation of the Facility, which items were purchased with proceeds of the Series 2013 Bonds (the “Inventory”);
• All machinery, robotics, equipment, furniture and other personal property used in the operation of the Facility, which items were purchased with proceeds of the Series 2013 Bonds (the “Equipment”);
• All operating manuals, warranties, and guaranties pertaining to the Equipment (the “Equipment Intangibles”);
• Copies of all financial books and records of IREP relating to the operations on the Real Estate (including the Facility) (the “Books and Records”);
• A list of the Equipment (the “Equipment List”);
• An assignment of all leases and vendor service agreements relating to the Facility, which the Authority furnishes notice that it desires to assume pursuant to Section 7.7 and which are assignable by IREP (the “Assumed Contracts”);
• All intellectual property rights of IREP relating to the Facility, including any software and computer system identifications (such as user names, passwords, and passcodes), if and to the extent assignable by IREP (the “Intellectual Property”); and
• All insurance policies and benefits thereunder regarding the Facility, including the Real Estate, the Equipment or the Inventory, to the extent they are assignable (the “Insurance Policies”); excluding from the foregoing, however, the following, regardless of medium: (i) IREP’s trademarks, (ii) any work product of IREP, (iii) emails, letters, memoranda and other communications, (iv) IREP’s files, so long as such files are not material to the future operation of the Facility, (v) entity organizational documents (including minute books), (vi) tax returns, and (vii) bank account statements.