Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Contracts. Schedule 5.9 sets forth a complete and accurate list --------- of all Contracts of the following categories: (1) Contracts not made in the ordinary course of business; (2) Employment contracts and severance agreements; (3) Labor or union contracts; (4) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts involving expenditures or liabilities, actual or potential, in excess of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days; (6) Contracts or commitments relating to commission arrangements with others; (7) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, to engage in any line of business or compete with any person; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of all of the written Contracts listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements thereto.

Contracts and Commitments. Except as explicitly set forth on the ------------------------- Disclosure Schedule, neither Partner nor the Partnership is a party to any written or oral: (a) Contracts. Schedule 5.9 sets forth a complete commitment, contract, Indebtedness or purchase order involving any obligation or liability on the part of any - 21 - Partner or the Partnership of more than $10,000 and accurate list --------- of all Contracts of the following categories: not cancelable (1without liability) Contracts not made in the ordinary course of businesswithin 30 days; (2b) Employment contracts lease of real property (the Disclosure Schedule indicates, with respect to each lease of real property listed on the Disclosure Schedule, the term, annual rent, renewal options and severance agreementsnumber of square feet leased and the identification of any Related Parties who are parties to any such Lease) or any sublease, license, concession or other agreement granting to any Person the right of use or occupancy of any real property to which any such lease relates; (3c) Labor or union contracts; (4) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts lease of personal property involving expenditures or liabilities, actual or potential, any annual expense in excess of $5,000 or otherwise material to the Company, taken as a whole10,000, and not cancelable (without liability) within thirty 30 days (30) calendar daysthe Disclosure Schedule indicates, with respect to each lease of personal property listed on the Disclosure Schedule, a general description of the leased items, term, annual rent and renewal options); (6d) Contracts governmental or commitments relating regulatory Permit required to commission arrangements with othersconduct the Business as presently conducted and as proposed to be conducted; (7e) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, contract or agreement (including confidentiality or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby similar arrangements) with any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts Person containing covenants limiting the freedom or ability of the Company Partnership or any officer, director, shareholder or affiliate, Partner to engage in any line of business or compete with any personPerson or any contracts, arrangements or agreements with competitors, Customers or suppliers; (9f) Any Contract employment or consulting contract, including, without limitation, contracts to employ executive officers and other contracts or arrangements with Representatives of any Partner or the United StatesPartnership, state and contracts or local government arrangements with independent contractors on a full-time, part-time, consulting or any agency or department thereofother basis; (10g) Leases of real propertyemployee collective bargaining agreement, employment agreement, consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete; (11h) Leases pension, profit sharing, stock option, stock appreciation, employee stock purchase, bonus, benefit or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit, welfare or stock plan or arrangement including, without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of personal absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement, or any contract with any labor union; (i) contract pursuant to which any Partner or the Partnership has advanced or loaned funds or made any Investments of funds or other property not cancelable or Assets, or agreed to advance or loan funds to any other Person or to do any of the foregoing, other than prepayments in the ordinary course of business consistent with past practices and listed on the Disclosure Schedule; (without liabilityj) within thirty contract or indenture that, with the giving of notice or the passage of time, could result in an Encumbrance on any Asset (30other than any Encumbrance which will be extinguished prior to the Closing Date); (k) calendar daysassignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); (l) independent or service representative or distributorship agreement; and (12m) Governmental contract or commitment not otherwise described above or listed in the Disclosure Schedule (including without limitation purchase orders, franchise agreements and undertakings or commitments to any governmental or regulatory Permits authority) relating to the Business or approvals otherwise affecting the Business and not in the ordinary course of business and consistent with past practices. The Partnership has performed all obligations required to conduct be performed by it under each Contract, and it is not (and, to the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of all best knowledge of the written Kwik Wash Entities, no other Person is) in breach or violation of, or default under any of the Contracts listed or other instruments, obligations, evidences of Indebtedness or commitments described in (a)-(m) above, which breach, violation or default could result in an Adverse Effect. No event has occurred which, with the giving of notice or the passage of time or both, would result in a default, breach or event of noncompliance under any obligation of the Partnership, the Partners or the Sellers pursuant to any Contract, which breach, violation or default could result in an Adverse Effect. Except as explicitly set forth in the Disclosure Schedule, the consummation of the transactions contemplated by the Transaction Documents will not (a) require the consent, approval or authorization of any Consenting Party or (b) have a material adverse effect on Schedule 5.9any Contract or result in the termination, including all amendments and supplements theretodefault under, breach or violation of, or imposition of any Encumbrance on, any Contract. Neither the Partnership nor any Partner has a present expectation or intention of not fully performing any obligation pursuant to any Contract, and a written summary setting forth no Kwik Wash Entity has knowledge or notice of any breach or anticipated breach by any other Person to any Contract. Each Contract described on the Disclosure Schedule is valid, binding, enforceable and in full force and effect in all material respects in accordance with its terms and conditions of each will continue to be valid, binding, enforceable and every oral Contract listed in full force and effect in all material respects on Schedule 5.9, including all amendments and supplements theretoidentical terms after the Closing.

Contracts and Commitments. (a) Contracts. Schedule 5.9 3.13 sets forth a complete and accurate list --------- of all Contracts of the Company of the following categories: (1i) Contracts obligating the Company for commitments in excess of $50,000 not made in the ordinary course of the Company's conduct of the business; (2ii) Employment contracts contracts, handbooks or policies; bonus plans, programs or agreements; and severance plans, programs or agreements; (3iii) Labor or union contracts; (4) DistributionSupply, purchase, distribution, franchise, license, sales, commission, consulting agency sales or advertising commission contracts which are not cancelable on thirty (30) calendar days noticerelated to the Company obligating the Company for commitments in excess of $50,000; (5iv) Contracts relating to consignment arrangements with others; (v) Contracts involving expenditures or liabilities, actual or potential, in excess of $5,000 50,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) by the Company within thirty (30) 30 calendar days; (6vi) Contracts or commitments relating to commission arrangements with others; (7vii) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of businessbusiness to its customers); (8) viii) Leases of personal property not cancelable (without liability) within 30 calendar days; and (ix) Contracts containing covenants limiting the freedom of the Company or any officer, director, shareholder director or affiliate, Shareholder of the Company to engage in any line of business or compete with any person; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent Acquiror true, correct and complete copies of all of the written Contracts listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.93.13, including all amendments and supplements thereto. (b) All of the Contracts are valid and in full force and effect. The Company has duly performed all of its obligations under the Contracts to the extent those obligations to perform have accrued, and no violation of, or default or breach under any Contracts by the Company or, to the knowledge of the Company, any other party has occurred and to the knowledge of the Company, any other party has repudiated any provisions thereof. All of the Contracts will be enforceable by the Company after the Closing to the same extent as if the transactions contemplated by this Agreement had not been consummated.

Contracts and Commitments. (a) Contracts. Schedule 5.9 sets forth 3.19 contains a complete and accurate list --------- of all Contracts (including, without limitation, intercompany contracts) of the following categoriescategories to which any of the Stock Entities or their Subsidiaries is a party or by which any of them is bound including any Contracts subject to Section 5.5, as of the date of this Agreement: (i) the individual severance agreements referenced in Section 8.2(f)(i) and all employment, personal services, consulting, noncompetition, severance, golden parachute or employee, officer or director indemnification contracts; (1) all Contracts not made pertaining to the purchase and sale of natural gas in all its forms and all other hydrocarbons (including liquid products) having a term of more than twenty-seven days or involving the ordinary course payment or receipt of businessmore than $250,000 per month of cash or other value; (2) all Contracts pertaining to the processing, treating, compression, gathering, storage, exchange, transportation or transmission of natural gas in all its forms and all other hydrocarbons (including liquid products) involving the payment or receipt of more than $100,000 per month of cash or other value; (2iii) Employment contracts and severance agreements; all Contracts, Leases, or Permits (3other than Environmental Permits) Labor involving yearly rental payments or union contracts; (4) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts involving expenditures or liabilities, actual or potential, receipts in excess of $5,000 or otherwise material to 250,000 including without limitation all fee properties, leases, easements and rights of way associated with the CompanyEquipment Lease-Undivided Interest dated as of November 26, taken 1991, between The First National Bank of Chicago, as a wholeTrustee, and not cancelable Enron Gas Processing Company and the Site Lease and Easement Agreement dated as of that date between such parties (without liability) within thirty (30) calendar daysthe "Bushton Lease"); (6) Contracts or commitments relating to commission arrangements with others; (7iv) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, indebtedness or other instruments relating to an obligation to pay providing for the lending of money, whether the Company shall be the as borrower, lender or guarantor thereunder guarantor, in excess of $250,000 and all related security agreements or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of businesssimilar agreements associated therewith; (8) v) Contracts containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, Stock Entities and their Subsidiaries to engage in any line of business or compete with any personperson or operate at any location, including, without limitation, any preferential rights granted to third parties; (9vi) Any Contract pending for the acquisition or disposition, directly or indirectly (by merger or otherwise) of assets with a value in excess of $25,000 (other than inventory) or capital stock of the United States, state or local government or any agency or department thereofStock Entities and their Subsidiaries; (10vii) Leases Contracts between the Stock Entities and their Subsidiaries, on one hand, and the Sellers or any affiliate of real propertythe Sellers on the other hand; (11viii) Leases All Contracts pertaining to the ownership, operation, or maintenance of personal property any and all facilities of the Stock Entities and their Subsidiaries having a term greater than 90 days and having a value in excess of $250,000; (ix) Any other agreement of the Stock Entities and their Subsidiaries which requires annual payments to be made or received in excess of $250,000 or are not cancelable with ninety (without liability90) within thirty days' notice, including the Bushton Guaranties (30) calendar daysas hereinafter defined); and (12x) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies A listing of all Contracts entered into between the Stock Entities and Subsidiaries with either the Sellers or their affiliates since December 1, 1999 that are not cancelable upon 30 days notice. (b) True copies of the written Contracts listed Contracts, and accurate written summaries of the oral Contracts, identified in Schedule 3.19 have been made available to the Buyer. Except as set forth in Schedule 3.19, neither the Stock Entities nor the Subsidiaries is and, to the knowledge of Sellers, no other party is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of) any term, condition or provision of any Contract identified on Schedule 5.93.19 except for defaults, including all amendments breaches, violations or events which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Other than Contracts which have terminated or expired in accordance with their terms, each of the Contracts identified on Schedule 3.19 constitutes valid, binding and supplements enforceable obligations of the Stock Entities, the Subsidiaries or Sellers and Sellers' affiliates to the extent they are parties thereto and, to the knowledge of Sellers, enforceable obligations of any other party thereto, in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a written summary setting proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect. No event has occurred which either entitles, or would, upon notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting the Stock Entities and their Subsidiaries to accelerate, or which does accelerate, the maturity of any indebtedness affecting the Stock Entities and their Subsidiaries. Except as set forth in Schedule 3.19, (1) none of Sellers, Sellers' affiliates, the material Stock Entities or their Subsidiaries have received any prepayment, advance payment, deposits or similar payments, and have no refund obligation, with respect to any gas or products purchased, sold, gathered, stored or processed by or on behalf of the Stock Entities and their Subsidiaries; (2) none of Sellers, Sellers' affiliates, the Stock Entities or their Subsidiaries have received any compensation for gathering, storage or processing services which would be subject to any refund or create any repayment obligation either by or to the Stock Entities and their Subsidiaries, and to the knowledge of Sellers, there is no basis for a claim that a refund is due; and (3) with regard to gas gathering, processing, storage and sales Contracts in effect as of the Closing Date, the Stock Entities and their Subsidiaries will be entitled to receive the full contract price in accordance with the terms and conditions of each such contract for all gas and every oral Contract listed products gathered, processed and/or sold on Schedule 5.9, including all amendments and supplements theretoafter the Closing Date.

Contracts and Commitments. (a) Contracts. Schedule 5.9 sets forth a complete and accurate list --------- of all 3.08(a) lists the following Contracts to which any of the following categories:Targets is a party as of the date of this Agreement (the “Material Contracts”): (1i) Real Property Leases; (ii) Contracts not required to be classified by the Targets as capitalized leases in accordance with GAAP; (iii) Contracts relating to the acquisition or disposition directly or indirectly (by merger or otherwise) by the Targets of any business, capital stock or material assets of any Person in an amount in excess of $2,500,000; (iv) any material licenses, sublicenses, agreements or permissions with respect to any Intellectual Property owned or used by any of the Targets, other than any licenses for “off the shelf” or generally commercially available Software that have clickwrap, shrinkwrap or other standard terms and conditions or licenses of Intellectual Property by a Target made on standard terms and conditions that accompany the Target’s products; (v) sales or distribution Contracts with annual payments by the Targets in an amount in excess of $250,000; (vi) Contracts granting a power of attorney to any Person; (vii) Contracts prohibiting any of the Targets from freely engaging in any business or competing in any geographic area; (viii) Contracts involving any of the Targets on the one hand and any of the directors, officers, employees, equityholders or Affiliates of any of the Targets on the other; (ix) Contracts that contain a right of first refusal or right of first offer; (x) Contracts containing most favored nations provisions; (xi) any partnership agreement, strategic alliance, joint venture agreement or Contract involving the sharing of profits and losses; (xii) Contracts with any Governmental Authority; (xiii) Contracts providing for severance, retention, change in control or other similar payments; (xiv) Contracts for the employment or engagement of any individual on a full time, part time or consulting or other basis, including as an agent or sales representative, providing annual compensation in excess of $100,000; (xv) Contracts that involve any exchange traded, over-the-counter or other swap, hedge, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument, based on any commodity, security, financial instrument, interest rate or index, whether tangible or intangible, including commodities, currencies, interest rates, foreign currency and indices; (xvi) Other than any such Contracts that will be paid off or terminated or will no longer be binding on the Targets or the Business at or prior to the Closing, Contracts relating to the incurrence, assumption, surety or guarantee of any Indebtedness with principal amount greater than $250,000 or imposing a Lien (other than a Permitted Lien) on any of the assets of any Target, such as indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of any material property, mortgages, pledges, security agreements, or conditional sale or title retention agreements; (xvii) Contracts under which any Target has made advances or loans to any other Person (other than advances to employees, and sales terms extended to customers, distributors, dealers and resellers in the ordinary course of business) in an amount greater than $100,000; (2xviii) Employment contracts and severance agreements; (3) Labor Any agreements with any labor union or union contracts; (4) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts involving expenditures or liabilities, actual or potential, in excess of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days; (6) Contracts or commitments relating to commission arrangements with others; (7) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby association representing any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts containing covenants limiting the freedom employee of the Company or any officer, director, shareholder or affiliate, to engage in any line of business or compete with any person; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar daysTargets; and (12xix) Governmental or regulatory Permits or approvals Contracts not otherwise required to conduct be listed in this Schedule 3.08(a) that require any of the Business Targets to make annual payments of more than $500,000 or receive annual payments of more than $500,000, or that involved payments of more than $300,000 per annum and are not terminable without penalty within a period of one hundred eighty (180) days. (b) Each of the Material Contracts is a legal, valid and binding agreement of each of the Targets party thereto, and (assuming due authorization, execution and delivery by each of the other parties to such Material Contracts) constitutes the legal, valid and binding obligation of such Targets, and is enforceable against such Targets in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to the termination or expiration of such Material Contract. None of the Targets is in default under, in breach of, or in receipt of any claim of default or breach under, in any material respect, any Material Contract to which it is a party. To the Knowledge of Seller, as presently conductedof the date hereof (other than with respect to those Material Contracts listed in Schedule 3.08(c), for which this sentence shall be true as of the Closing), no other party is in default under, or in breach of, in any material respect, any Material Contract. The Company To the Knowledge of Seller, no event has delivered occurred that with the lapse of time or the giving of notice or both would (i) constitute a breach or default in any material respect of any Target, or (ii) as of the date hereof (other than with respect to Sub those Material Contracts listed in Schedule 3.08(c), for which this sentence shall be true as of the Closing), constitute a breach or default in any material respect of any other party thereunder. As of the date hereof (other than with respect to those Material Contracts listed in Schedule 3.08(c), for which this sentence shall be true as of the Closing), no party to any Material Contract has exercised any termination rights with respect thereto, and Parent no party has given written notice of any material dispute with respect to any of the Material Contracts. Seller has provided Buyer true, correct and complete copies of each Material Contract, together with all material amendments, modifications or supplements thereto that have been entered into as of the written Contracts listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretodate hereof or will be entered into prior to Closing.

Contracts and Commitments. (a) Contracts. Schedule 5.9 sets forth 3.17 (a) contains a complete and accurate list --------- of all Contracts any of the following categories: (1) Contracts not made in contracts or commitments regarding the ordinary course Seller's operation of business; (2) Employment contracts and severance agreements; (3) Labor the Theatres to which the Seller is a party or union contracts; (4) Distributionby which the Seller benefits, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable terminable by the Seller at will, without penalty, and which are not listed or described in any other Schedule, and for which Buyer will have any liability whatsoever: (i) Oral or written contracts or commitments for the employment of any Theatre Level Employee, including any severance or other termination provisions with respect to such employment; (ii) oral or written contracts with or commitments to any labor union or any other agreements, amendments, supplements, letters or memoranda of understanding with any labor union or other representative of Theatre Level Employees; (iii) oral or written contracts for the purchase, sale, production or supply, whether on a continuing basis or otherwise, of goods or services of any type; (iv) oral or written distributor, sales agency or vendor contracts or subcontracts or any franchise or license agreement; (v) oral or written advertising contracts or commitments; (vi) employee benefit plans, and to the extent not included, any other bonus, vacation, pension, profit sharing, retirement, disability, stock purchase, stock option, health, hospitalization, insurance or similar plan or practice, formal or informal, in effect concerning Theatre Level Employees, for which Buyer will have any liability whatsoever; (vii) any continuing contract or commitment for the purchase, use, or leasing of materials, supplies, inventory, motion pictures, equipment or services not terminable without penalty on less than thirty (30) calendar days notice; notice by the Seller; (5viii) Contracts involving expenditures or liabilitiesany contracts, actual or potential, in excess of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days; (6) Contracts or commitments relating to commission arrangements with others; (7) Promissory notes, loansleases, agreements, indenturescommitments, evidences quotas, restrictions or trade conditions upon which the Property depend or are materially affected; (ix) oral or written agreements for the employment of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, to engage in any line of business or compete with any person; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of all of the written Contracts listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements thereto.any

Contracts and Commitments. Except as set forth on the Disclosure ------------------------- ---------- Schedule, none of the Companies is a party to any written or oral: -------- (a) Contracts. Schedule 5.9 sets forth a complete and accurate list --------- commitment, contract, note, loan, evidence of all Contracts Indebtedness, purchase order or letter of credit involving any obligation or liability on the part of any of the following categories: Companies of more than $50,000 and not cancelable (1without liability) Contracts not made in the ordinary course of businesswithin 60 days; (2b) Employment contracts lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the location, term, annual rent, renewal options and severance agreementsnumber ------------------- of square feet leased); (3c) Labor or union contracts; (4) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts lease of personal property involving expenditures or liabilities, actual or potential, any annual expense in excess of $5,000 or otherwise material to the Company, taken as a whole10,000, and not cancelable (without liability) within thirty 60 days (30) calendar daysthe Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent and -------- renewal options); (6d) Contracts contracts or commitments relating to commission arrangements with others; agreements (7) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, including confidentiality or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts similar arrangements) containing covenants limiting the freedom of any of the Company Companies or any officer, director, shareholder or affiliate, Sellers to engage in any line of business or compete with any personPerson, or any arrangements or agreements with competitors; (9e) Any Contract with employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the United Statesonly monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), state consulting, advisory or local government service agreement, deferred compensation agreement, confidentiality agreement or any agency or department thereofcovenant not to compete; (10f) Leases contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of real propertyclause (e)), agent, or attorney-in-fact of Seller; (11g) Leases compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of personal property not cancelable (without liability) within thirty (30) calendar days; andabsence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (12h) Governmental contract pursuant to which it has advanced or loaned funds or made any Investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including without limitation undertakings or ------------------- commitments to any governmental or regulatory Permits authority) relating to the Business or approvals otherwise affecting the Business and not in the ordinary course of business and consistent with past practices; Each of the Companies has performed all material obligations required to conduct be performed by it under each Contract and is not (and, to the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies best knowledge of all each of the written Companies, no other party is) in breach or violation of, or default under any of the Contracts listed or other instruments, obligations, evidences of Indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred which, with the passage of time or the giving of notice (or both), would result in a default, breach or event of noncompliance under any obligation of any of the Companies or Sellers pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. None of the Companies has a present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule 5.9is valid, including all amendments binding ------------------- and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretoenforceable in accordance with its terms.

Contracts and Commitments. (a) Contracts. Schedule 5.9 sets Except as set forth a complete and accurate list --------- of all Contracts in the Financial Statements or in section 4.9 of the following categoriesDisclosure Schedule, no Seller Entity is a party to any written or oral: 4.9.1 commitment, contract, note, loan, evidence of indebtedness, purchase order or letter of credit involving any actual or potential obligation or liability on the part of such Seller Entity of more than Fifty Thousand Dollars (1$50,000) Contracts not made individually or in the ordinary course of business; (2) Employment contracts and severance agreements; (3) Labor or union contracts; (4) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts involving expenditures or liabilities, actual or potential, in excess of $5,000 or otherwise material to the Company, taken as a whole, aggregate and not cancelable (without liability) within thirty (30) calendar days; 4.9.2 lease of real property (6section 4.9 of the Disclosure Schedule indicates for each lease the term, annual rent and renewal options); 4.9.3 lease of personal property involving any annual expense in excess of Ten Thousand Dollars ($10,000) Contracts and not cancelable (without liability) within thirty (30) days (section 4.9 of the Disclosure Schedule indicates with respect to each lease listed on the Disclosure Schedule a general description of the leased items, term, annual rent and renewal options); 4.9.4 material contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including purchase orders, franchise agreements and undertakings or commitments relating to commission arrangements with othersany governmental or regulatory authority); (7) Promissory notes, loans, agreements, indentures, evidences 4.9.5 governmental or regulatory licenses or permits required to conduct the business of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of businessSeller Entity as currently conducted; (8) Contracts 4.9.6 contracts or agreements containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, Seller Entities to engage in any line of business or compete with any person; (9) Any Contract 4.9.7 employment contracts, including, without limitation, contracts to employ executive officers and other contracts with the United States, state officers or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of all directors of the written Seller Entities; or 4.9.8 agreement, license, permit or other instrument under which the Seller Entity has acquired or been granted, or sold or granted, a right to use any Proprietary Rights, as defined below. No Seller Entity and, to the best knowledge of the Company, the Partnership, the LLC and Seller, no other party is in breach or violation of, or in default under, any of the Contracts listed on Schedule 5.9or other instruments, including all amendments and supplements theretoobligations, and a written summary setting forth the material terms and conditions evidences of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretoindebtedness or commitments described in this Section 4.9.

Contracts and Commitments. (a) Contracts. Schedule 5.9 sets forth 4.15 (a) is a complete and accurate list --------- of all Contracts of the ---------------- following categories: Commitments (1including all amendments thereto) with respect to the Business or the Subject Assets, other than any such Commitments which are Excluded Assets and other than the Customer Contracts (as defined in Paragraph 4.15(c)): (i) all leases and licenses for and other agreements relating to any hardware, software, execution systems and data feeds and other data processing systems or other electronic or computer systems, including chips, firmware, hardware or software, used by Seller and licensed from third parties, and all agreements with service bureaus and other third parties for electronic data manipulation, maintenance or storage, (collectively, the "Third Party Systems"); (ii) all Commitments, ------------------- including all other leases and licenses, and all supply agreements, purchase orders, loan agreements, security agreements, notes, guaranties, mortgages, royalty agreements, licensing agreements, Authorizations, employment agreements, covenants not to compete, confidentiality agreements, commission agreements, sales representative, distributorship or marketing agreements, insurance plans, bonus plans, and compensation plans or other employee plans, not listed on Schedule 4.3, Schedule 4.11(b) or ------------ ---------------- Schedule 4.18, not covered by clause (i) of this Paragraph 4.15(a) and made ------------- in the ordinary course of the Business for an amount greater than Five Thousand Dollars ($5,000) or which cannot be terminated by Seller without penalty upon not more than thirty (30) days notice; and (iii) all Commitments not covered by clauses (i) and (ii) of this Paragraph 4.15(a), and not made in the ordinary course of business; (2) Employment contracts and severance agreements; (3) Labor or union contracts; (4) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts involving expenditures or liabilities, actual or potential, in excess of $5,000 the Business or otherwise material to the Company, taken as a wholeBusiness or the Subject Assets. True and correct copies or memoranda (describing each with respect to oral agreements or arrangements) of each of the Commitments required to be listed on Schedule 4.15(a), and ---------------- all amendments and modifications thereof, have been delivered to Purchaser. Seller is not cancelable a party to nor is Seller bound by any other Commitment which relates to the Subject Assets or the Business, except those listed on Schedule 1.1(g) or those not required to be so listed because not covered --------------- by clauses (without liabilityi) within thirty through (30iv) calendar days; (6) Contracts or commitments relating to commission arrangements with others; (7) Promissory notesof the foregoing provision, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers and made in the ordinary course of business; (8) Contracts containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, to engage in any line of business or compete with any person; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property for an amount less than $5,000 and terminable by Seller without penalty upon not cancelable (without liability) within more than thirty (30) calendar days; anddays notice and not otherwise material to the Business or the Subject Assets. (12b) Governmental Seller and, to the knowledge of Seller and ZCO, each other party to each Commitment, (i) have performed in all material respects each term, covenant, and condition of each Commitment which is to be performed by them, and (ii) are not in any material default or regulatory Permits violation of any such Commitments, including any material default or approvals required breach upon the lapse of time, the giving of notice, or both). Each Commitment is in full force and effect and constitutes the legal and binding obligation of Seller, and to conduct the Business knowledge of Seller and ZCO, the other parties thereto. Except as presently conducted. The Company has delivered set forth on Schedule 4.15(b), no Commitment requires the consent of any other ---------------- party thereto in order for Seller to Sub assign such Commitment to, or to enter into a sublease with respect to the property subject to such Commitment with, Purchaser hereunder. (c) Attached hereto as Schedule 4.15(c) are true and Parent true, correct and complete copies ---------------- of all of the written Contracts listed on Schedule 5.9standard forms of agreement and other documentation used in the Business with respect to customer accounts as of the date hereof and as of the Closing, including all amendments such agreements and supplements theretoother documentation and any deviations therefrom which deviations impose any material obligation on the broker-dealer with respect thereto or will or could reasonably be expected to result in any consent required to be obtained from any customer who is a party to an Assumed Contract which consent is different from that being obtained as part of the Regulatory Approvals (collectively, the "Customer Contracts"). There are no Commitments, other than those in the ------------------ forms of the Customer Contracts, between Seller and a written summary setting forth any customers. Assuming that the material terms and conditions consent of each and every oral Contract listed on Schedule 5.9the customers who are parties to the Customer Contracts is obtained pursuant to the Customer Consents, including all amendments and supplements theretocustomer agreements are assignable.

Contracts and Commitments. Except as set forth on Schedule 3.17: (a) Contracts. Schedule 5.9 sets forth a complete and accurate list --------- Aloha has not entered into any agreements, contracts, commitments or restrictions which are material to its business, operations or prospects or which require the making of all Contracts of the following categories: (1) Contracts not made in the ordinary course of businessany charitable contribution; (2b) Employment No purchase contracts and severance agreementsor commitments of Aloha continue for a period of more than 12 months; (3c) Labor There are no outstanding sales contracts, commitments or union contractsproposals which continue for a period of more than 12 months or are currently expected to result in losses; (4d) DistributionAloha has not entered into any consulting, franchisesales agency, license, sales, commission, consulting agency licensing or advertising contracts distributorship agreements which are not cancelable on thirty (30) calendar days noticecurrently outstanding; (5e) Contracts involving expenditures There are no outstanding employment agreements, or liabilities, actual any other agreements of Aloha that contain any severance or potential, in excess of $5,000 termination pay liabilities or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar daysobligations; (6f) Contracts or commitments relating to commission arrangements with othersAloha is not restricted by agreement from carrying on its business anywhere in the world; (7g) Promissory notes, loans, agreements, indentures, evidences Aloha is not under any liability or obligation with respect to the return of indebtedness, letters of credit, guarantees, inventory or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers merchandise in the ordinary course possession of businesswholesalers, distributors, retailers or customers; (8) Contracts containing covenants limiting h) There are no currently outstanding debt obligations of Aloha for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others except as shown on or reflected in the freedom of the Company or any officer, director, shareholder or affiliate, to engage in any line of business or compete with any personLatest Balance Sheet; (9i) Any Contract with the United States, state or local government or Aloha has not extended any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar daysloan to any person which is currently outstanding; and (12j) Governmental Aloha has not executed any power of attorney which is currently outstanding, or regulatory Permits incurred any currently outstanding obligations or approvals required to conduct the Business liabilities (whether absolute, accrued, contingent or otherwise), as presently conducted. The Company has delivered to Sub and Parent trueguarantor, correct and complete copies of all surety, co-▇▇▇▇▇▇, endorser, co-maker, indemnitor or otherwise in respect of the written Contracts listed on Schedule 5.9obligation of any person, including all amendments and supplements theretocorporation, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9partnership, including all amendments and supplements theretojoint venture, association, organization or other entity.

Contracts and Commitments. Except as set forth in Section 4.6 of ------------------------- the Disclosure Schedule, Sellers are not a party to any written or oral: (a) Contracts. Schedule 5.9 sets forth a complete and accurate list --------- commitment, contract, note, loan, evidence of all Contracts indebtedness, purchase order or letter of credit involving any obligation or liability on the following categories: (1) Contracts not made in part of Sellers as the ordinary course case may be, of business; (2) Employment contracts and severance agreements; (3) Labor or union contracts; (4) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts involving expenditures or liabilities, actual or potential, in excess of more than $5,000 or otherwise material to the Company, taken as a whole, 25,000 and not cancelable (without liability) within thirty (30) calendar 60 days; (6b) Contracts or commitments relating lease of real property (the Disclosure Schedule indicates with respect to commission arrangements with otherseach lease listed on the Disclosure Schedule the term, annual rent, renewal options and number of square feet leased); (7c) Promissory noteslease of personal property involving any annual expense in excess of $25,000 and not cancelable (without liability) within 60 days (the Disclosure Schedule indicates with respect to each lease listed on the Disclosure Schedule a general description of the leased items, loansterm, annual rent and renewal options); (d) contracts and commitments not otherwise described above (including purchase orders, supply contracts, distribution agreements, indentures, evidences of indebtedness, letters of credit, guarantees, franchise agreements and undertakings or other instruments commitments to any governmental or regulatory authority) relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course business of Sellers and materially affecting Sellers' business; (8) Contracts e) material governmental or regulatory licenses or permits required to conduct the business of Sellers as presently conducted or operated; (f) contracts or agreements containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, Sellers to engage in any line of business or compete with any person;; or (9g) Any Contract employment contracts, including without limitation, contracts to employ executive officers and other contracts with the United States, state officers or local government directors of Sellers. Sellers are not in material breach or violation of or default under any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of all of the written Contracts listed or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(g) above, the breach or violation of which would have a material adverse effect on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions business or financial condition of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretoSellers or the ability of Buyer to operate the business of Sellers after the Closing.

Contracts and Commitments. Except for contracts or commitments subject to cancellation without liability to the Company on not more than thirty (a30) Contracts. days notice, and except as listed in Schedule 5.9 sets forth a complete 4.26 hereto, the Company is not obligated (for present or future obligations), under the terms of any written or oral contract, commitment, or understanding relating to the conduct of its business or the operation of its assets (other than this Agreement, the other Financing Agreements, and accurate list --------- of all Contracts of the following categoriesRelated Agreements), including, but not limited to, the following: (1i) Contracts any contracts for the employment or compensation of any officer, director, employee, consultant, or agent relating to the present or future position of such Person; (ii) any contracts for the purchase of materials, furniture, fixtures, supplies, or inventories, or for the purchase or lease of equipment not made in the ordinary course of business; (2iii) Employment any contracts and severance agreementsfor the future performance of services; (3iv) Labor any contracts respecting employee benefits, including bonus, pension, profit sharing, vacation, hospitalization, insurance, deferred compensation, retirement, stock option, stock bonus, or union contractsstock purchase plans; (4v) Distributionany leases and subleases in which the Company is a party, franchise, license, sales, commission, consulting agency assignee or advertising contracts which are not cancelable on thirty (30) calendar days noticesublessee; (5vi) Contracts involving expenditures any contracts requiring the Company to indemnify, hold harmless, or insure any Person against any losses, damages, liabilities, actual or potential, in excess claims of $5,000 any kind; (vii) any contracts relating to the borrowing of money to or otherwise material to from the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days; (6) Contracts or commitments relating to commission arrangements with others; (7) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided guaranty by the Company to purchasers in of any obligation for the ordinary course borrowing of business;money; and (8) Contracts viii) any contracts containing covenants a covenant limiting the freedom right of the Company or any officer, director, shareholder or affiliate, to engage compete in any line of business or compete with any person; (9) Any Contract with the United StatesPerson, state firm, or local government corporation in any location or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to conduct the Business as presently conductedarea. The Company has delivered to Sub and Parent true, correct and complete copies of all All of the written Contracts listed on Schedule 5.9contracts or agreements to which the Company is a party or by which it is bound establish valid and legal rights and responsibilities that are binding upon and enforceable against the Company and to the Company's knowledge, including all amendments and supplements the other parties thereto, or their successors or assigns, if any, and a written summary setting forth to the material terms and conditions Company's knowledge, none of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretothe other parties thereto are in default thereunder.

Contracts and Commitments. (a) Contracts. Schedule 5.9 sets forth SCHEDULE 4.15 contains a true, complete and accurate list --------- of all Contracts material contracts, agreements, understandings, commitments and other obligations (whether written or oral) to which the Capri Companies are a party or by which any of the following categories: assets, rights or properties material to the conduct of the Business are bound, including without limitation all of the contracts, agreements, understandings, commitments and other obligations listed below, other than (1) Contracts commitments, loan and security documents and other customary closing documents relating to Warehouse Loans or Serviced Loans, provided that such commitments or documents do not made contain any burdensome obligation on the part of the Capri Companies not customarily included in such commitments or documents, and do not include any commitments outside of the ordinary course of businessbusiness with respect to the origination or purchase of future mortgage loans or the terms on which such future mortgage loans are made or purchased, and (2) leases, subleases or rental or use agreements, contracts, commitments, covenants or obligations (A) involving payments to or from the Capri Companies of less than $25,000, (B) not containing any burdensome obligations on the part of the Capri Companies not customarily included in agreements of similar nature, (C) that by their respective terms expire or terminate or are terminable by the Capri Companies, without penalty, premium or other liability within forty-five (45) days, and (D) not described in clauses (b) through (l) below and, except as set forth in SCHEDULE 4.15, true, complete and correct copies of each contract, agreement, understanding, commitment and other obligation listed in SCHEDULE 4.15 have previously been delivered by the Capri Companies to the Investor: (a) all leases, subleases or rental or use agreements, contracts, commitments, covenants or obligations; (2b) Employment contracts and severance any contracts, agreements, commitments or other obligations with officers, employees, agents, consultants or advisors; (3c) Labor or union contracts; (4) Distributionindentures, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts involving expenditures or liabilities, actual or potential, in excess of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days; (6) Contracts or commitments relating to commission arrangements with others; (7) Promissory notes, loans, letters of credit or credit agreements or other contracts, agreements, indentures, evidences of indebtedness, letters of credit, guaranteescommitments or other obligations with respect to Indebtedness; any guarantee of, or other instruments relating to an contract, agreement, commitment or obligation to pay moneyacquire any Indebtedness of others; and any other contract, agreement, commitment or other obligation under which the Capri Companies has any obligations or liabilities (whether absolute, accrued, contingent or otherwise) as guarantor, surety, co-signer, endorser, co-maker or indemnitor in respect of the Company shall be the borrower, lender or guarantor thereunder or whereby obligation of any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of businessPerson; (8) Contracts d) any security agreement, mortgage or other contract, agreement, commitment or obligation that creates or may create a Lien on any of the assets, rights or properties material to the conduct of the Business; (e) any outstanding agreement, contract, commitment or obligation as to loans, advances or capital contributions made, or to be made, by the Capri Companies to any Person; (f) contracts, agreements, commitments or other obligations with any Person containing covenants any provision or covenant limiting the freedom ability of the Company or any officer, director, shareholder or affiliate, Capri Companies to engage in any line of business or to compete with or to obtain products or services from any person; Person or limiting the ability of any Person to compete with or to provide products or services to, or obtain products or services from, the Capri Companies; s (9g) Any Contract agreements relating to the purchase, sale, origination or servicing of any mortgage loans, or agreements which require the payment of a commission or other payment in connection with the United Statespurchase, state sale or local government origination of any mortgage loan and any other agreement or any agency arrangement with a Mortgage Loan Investor or department thereofrelating to a Serviced Loan or a Warehouse Loan; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of all of the written Contracts listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements thereto.

Contracts and Commitments. (a) Contracts. Section 5.19(a) of the Wyle Disclosure Schedule 5.9 sets forth a an accurate and complete and accurate list --------- of all material written Contracts of Wyle, and, to the following categoriesbest of Wyle's knowledge, an accurate and summary of all material oral Contracts of Wyle, including the following: (1i) Contracts not made in the ordinary course of Wyle's business; (2ii) All Government Contracts under which Wyle is the prime contractor and all other Government Contracts to which Wyle is a party; (iii) Any Contract with any foreign governmental authority; (iv) Employment contracts and severance agreementsagreement with persons employed by Wyle, including Contracts (A) to employ or terminate officers or other personnel and other contracts with present or former officers or other personnel of Wyle or (B) that will result in the payment by, or the creation of any commitment or obligation (absolute or contingent) to pay on behalf of Wyle any severance, termination, "golden parachute," or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement; (3v) Labor or union contracts; (4vi) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days noticecontracts; (5vii) Options with respect to any property used in connection with Wyle's business, real or personal, whether Wyle shall be the grantor or grantee thereunder; (viii) Contracts involving expenditures or liabilities, actual or potential, in excess of Two Hundred Fifty Thousand Dollars ($5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days250,000); (6ix) Contracts or commitments relating to commission arrangements with others; (7x) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company Wyle shall be the borrower, lender or guarantor thereunder or whereby any assets Wyle Assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of businesspledged; (8) xi) Contracts containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, Wyle to engage in any line of business which is competitive with or compete with any personrelates to the business of Wyle; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11xii) Leases of personal property not cancelable (without liability) within thirty (30) calendar daysdays and involving payments in excess of Fifty Thousand Dollars ($50,000); and (12xiii) Governmental All teaming or regulatory Permits similar agreements or approvals required arrangements that pertain to conduct any Government Contract listed in Section 5.19(a) of the Business as presently conductedWyle Disclosure Schedule and to which Wyle is a party which involve payments in excess of Two Hundred Fifty Thousand Dollars ($250,000). The Company Wyle has delivered made available to Sub and Parent the Companies true, correct and complete copies of all of the written Contracts listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth in Section 5.19(a) of the material terms and conditions of each and every oral Contract listed on Schedule 5.9Wyle Disclosure Schedule, including all amendments and supplements thereto. (b) Except with regard to Government Contracts which are specifically addressed in Section 5.15 hereof, all of the Contracts of Wyle listed in Section 5.19 of the Wyle Disclosure Schedule are valid and in full force and effect. Wyle has duly performed all of its obligations under the Contracts of Wyle listed in Section 5.19 of the Wyle Disclosure Schedule and, to the best of Wyle's knowledge, all other contracts to which Wyle is a party or by which it or the Wyle Assets are bound, to the extent those obligations to perform have accrued, and no violation of, or default or breach under any Contracts by Wyle or, to the best of Wyle's knowledge, any other party has occurred and neither Wyle nor, to the best of Wyle's knowledge, any other party has repudiated any provisions thereof, except where such violation, default, breach or repudiation would not have a Material Adverse Effect.

Contracts and Commitments. (a) Contracts. Section 2.8 of the Disclosure Schedule 5.9 sets forth forth, with respect to the Company and its subsidiaries, a complete and accurate list --------- of: (i) all contracts or agreements, whether oral or written (including, without limitation, mortgages, leases, indentures and loan agreements), except (x) such contracts and agreements which are required to be set forth in the Disclosure Schedule pursuant to clauses (ii) through (xiii) of all Contracts this Section 2.8 or are listed on other Disclosure Schedules required by this Agreement, (y) contracts and agreements which involve, or which may reasonably be expected to involve, the payment by or to any one or more of the following categories: Company and its subsidiaries of less than $50,000 with respect to any one contract or agreement or $75,000 with respect to any related group of contracts or agreements and (1z) Contracts not made contracts or agreements in the nature of purchase and sales orders entered into by the Company or any subsidiary in the ordinary course of business; business and containing normal terms and conditions, (2ii) Employment all sales agency, distribution or dealership contracts that are not cancellable on notice of not less than 90 days and without liability, penalty or premium for such cancellation under such contract; (iii) all employment and consulting agreements or other agreements with employees that contain any severance agreements; or termination pay liabilities or obligations that are not cancellable on notice of not less than 90 days without liability, penalty or premium for such cancellation under such contract; (3iv) Labor all collective bargaining or union contracts; contracts or agreements; (4v) Distributionall non-competition or other agreements between the Company or any of its subsidiaries and any third party preventing or restricting the Company or any of its subsidiaries from carrying on their respective businesses anywhere in the world; (vi) all debt obligations, franchisemortgages, licensenotes or indentures for borrowed money, sales, commission, consulting agency including guaranties of or advertising contracts which are not cancelable on thirty agreements to acquire any such debt obligation of others (30other than obligations to be extinguished at or before the Closing) calendar days notice; (5) Contracts involving expenditures including the amount of any credit line or liabilities, actual commitment and the names of all persons authorized to borrow or potential, in excess of $5,000 to discount debt obligations or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days; (6) Contracts or commitments relating to commission arrangements with others; (7) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts containing covenants limiting the freedom act on behalf of the Company or any officer, director, shareholder or affiliate, to engage subsidiary in any line of business or compete dealings with any person;bank or financial institution; (vii) the name of each bank or other financial institution in which the Company or any subsidiary has an account or safe deposit box, the numbers of such accounts or boxes and the names of all persons authorized to draw thereof or have access thereto; (viii) the names of the ten largest suppliers to, and the ten largest customers of, the Company and its subsidiaries as a whole for the year ended December 31, 1997 together with the approximate dollar volume by supplier and customer and a general description of the goods or services provided by each supplier; (ix) all loans to, or guarantees of loans to, employees of the Company or any subsidiary made by the Company or any subsidiary; (x) all outstanding commitments by the Company or any subsidiary to make a capital expenditure, capital addition or capital improvement involving an amount in excess of $50,000, together with any Capital Expenditure Report by the Company or any subsidiary related to making or committing to make any capital expenditure, capital addition or capital improvement subsequent to the date hereof involving an amount in excess of $50,000; (xi) all contracts or agreements under which the Company or any subsidiary has granted, or is obligated to grant, rights to others to use, reproduce, market or exploit any United States or foreign patents, trademarks, trade names, service marks, service names, technology, copyrights, logos, brand names, designs, industrial designs, inventions, trade secrets, secret processes or know-how involving an amount in excess of $50,000; (xii) the names and current annual compensation rates of all employees of the Company or any subsidiary whose current annual rate of compensation (including bonuses) is $75,000 or more; and (xiii) the names of all retired employees of the Company or any subsidiary who are receiving or are entitled to receive any pension or other benefits under any unfunded plan not qualified under Section 401 of the Internal Revenue Code of 1954, as amended, their ages and their current annual unfunded pension rates. (9b) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct True and complete copies of all documents referred to in Section 2.8 of the written Contracts Disclosure Schedule have been heretofore made available to the Buyer. Neither the Company nor any of its subsidiaries is in default under any document listed or required to be listed on Section 2.8 of the Disclosure Schedule 5.9and, to the knowledge of Seller, after due inquiry, no other person is in breach thereof. (c) All such contracts have been entered into lawfully and individually and collectively do not violate the provisions of any federal, state or local, statute, rule, regulation or ordinance, including all amendments and supplements theretowithout limitation, and with respect to pricing, except for such violations which, individually or collectively, would not have a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretoMaterial Adverse Effect.

Contracts and Commitments. (a) Contracts. Schedule 5.9 3.12 sets forth a complete and accurate list --------- of all Contracts of the following categories: (1i) Contracts not made in the ordinary course of Graymor's or the Company's conduct of the business; (2ii) Employment contracts contracts, handbooks on policies; bonus plans, programs or agreements; and severance plans, programs or agreements; (3iii) Labor or union contracts; (4) DistributionSupply, purchase, distribution, franchise, license, sales, commission, consulting agency sales or advertising commission contracts which are not cancelable on thirty (30) calendar days noticerelated to Graymor or the Company; (5iv) Contracts involving expenditures or liabilities, actual or potential, in excess of $5,000 10,000 or otherwise material to Graymor or the Company, taken as a whole, and not cancelable (without liability) by the Company within thirty (30) 30 calendar days; (6v) Contracts or commitments relating to commission arrangements with others; (7vi) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether Graymor or the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of businessbusiness to its customers); (8) vii) Leases of personal property not cancelable (without liability) within 30 calendar days; and (viii) Contracts containing covenants limiting the freedom of the Company or any officer, director, shareholder director or affiliate, Shareholder of the Company to engage in any line of business or compete with any person; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Shareholders and Company has have delivered to Sub and Parent Acquiror true, correct and complete copies of all of the written Contracts listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.93.12, including all amendments and supplements thereto. (b) All of the Contracts are valid and in full force and effect. The Company has duly performed all of its obligations under the Contracts to the extent those obligations to perform have accrued, and no violation of, or default or breach under any Contracts by the Company or, to the knowledge of the Shareholders, any other party has occurred and to the knowledge of the Shareholders, any other party has repudiated any provisions thereof. All of the Contracts will be enforceable by the Company after the Closing to the same extent as if the transactions contemplated by this Agreement had not been consummated.

Contracts and Commitments. (a) ContractsCONTRACTS. Schedule 5.9 SCHEDULE 4.7 sets forth a complete and accurate list --------- of all Contracts relating to the Business of the following categories, except for any Contracts entered into in the ordinary course of the business which may be terminated by Seller on less than thirty (30) days notice without penalty: (1i) Contracts not made in the ordinary course of businessthe Business; (2ii) Employment Employment, consulting and independent contractor contracts with an annualized payment obligation of Seller thereunder in excess of $10,000.00 and severance agreements, including without limitation contracts (A) to employ or terminate executive officers or other personnel and other contracts with present or former officers, directors or shareholders of Seller or (B) that will result in the payment by, or the creation of any Liability to pay on behalf of Buyer or Parent or BBI Biotech any severance, termination, parachute payments within the meaning of the Code, or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement; (3iii) Labor or union contracts; (4iv) Distribution, supply, purchase, development, OEM franchise, license, technical assistance, sales, commission, consulting consulting, agency or advertising contracts which are not cancelable on thirty (30) calendar days noticerelated to the Purchased Assets or the Business other than purchase orders received or written in the ordinary course of business; (5v) Options with respect to the purchase of any property, real or personal, whether Seller shall be the grantor or grantee thereunder; (vi) Contracts involving future expenditures or liabilitiesLiabilities, actual or potential, in excess of $5,000 10,000.00 or otherwise material to the Company, taken as a whole, Business or the Purchased Assets and not cancelable (without liability) Liability within thirty (30) 30 calendar days; (6vii) Contracts or commitments relating to commission arrangements with others; (7viii) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, individually in excess of $5,000.00 or in the aggregate in excess of $15,000.00, whether the Company Seller shall be the borrower, lender or guarantor thereunder or whereby any assets Purchased Assets are pledged (excluding credit provided by the Company to purchasers Seller in the ordinary course of businessbusiness to purchasers of its products; (8) ix) Contracts containing covenants limiting the freedom of the Company Seller or any officer, director, shareholder employee or affiliate, affiliate of Seller to engage in any line of business or compete with any person; (9x) Any Contract with the United States, or any state or local government or any agency or department thereof; (10xi) Leases of real property; (11xii) material Leases of personal property not cancelable property; (without liabilityxiii) within thirty Any Contract that grants a power of attorney, agency or similar authority to another person or entity; (30xiv) calendar daysAny Contract with an Affiliate of Seller or any Subsidiary or any Representative of Seller, any Subsidiary or any of their respective Affiliates; and (12xv) Governmental or regulatory Permits or approvals required to conduct All other material Contracts (including all Government Contracts). Except for the Business as presently conducted. The Company Incomplete Contracts, Seller has delivered to Sub and Parent Buyer true, correct and complete 24 copies of all of the written Contracts and Leases listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9SCHEDULE 4.7, including all amendments and supplements thereto.

Contracts and Commitments. Except as set forth on Schedule 5.8 hereof, neither the Company nor its Subsidiary is a party to (or, in the case of clause (e) below, the holder of) any written or oral: (a) Contracts. Schedule 5.9 sets forth a complete and accurate list --------- commitment, contract, note, loan, evidence of all Contracts indebtedness, purchase order or letter of credit involving any obligation or liability on the part of the following categories:Company or its Subsidiary of more than $50,000 (and not more than $100,000 in the aggregate for related instruments) and not cancelable (without further liability) on not more than 30 days' notice. (1b) Contracts lease of real property (the Disclosure Schedule indicates with respect to each Lease listed on the Disclosure Schedule the term, annual rent, renewal options and number of square feet leased); (c) lease of personal property involving any annual expense in excess of $5,000 and not made cancelable without further liability within 30 days (the Disclosure Schedule indicates with respect to each Lease listed on the Disclosure Schedule a general description of the leased items, term, annual rent and renewal options); (d) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including purchase orders, franchise agreements and undertakings or commitments to any Governmental Entity) relating to the business of the Company or its Subsidiary, and which materially affect the Company's or its Subsidiary's business and which are not entered into in the ordinary course of business; (2e) Employment contracts and severance agreementsmaterial governmental or regulatory licenses or permits required to conduct the business of the Company or its Subsidiary as presently conducted; (3f) Labor contracts or union contracts; (4) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts involving expenditures or liabilities, actual or potential, in excess of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days; (6) Contracts or commitments relating to commission arrangements with others; (7) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts agreements containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, its Subsidiary to engage in any line of business or compete with any person; (9g) Any Contract with contracts, commitments, licenses or permits containing any "change in control" or "parachute payment" provision, as those terms are commonly understood, which would be triggered by the United Statesexecution, state delivery or local government consummation of the transactions contemplated by this Agreement, including without limitation, any right of termination, right of payment or acceleration of any agency other right under such contracts, commitments, licenses or department thereofpermits; (10h) Leases employment contracts, including without limitation, contracts to employ executive officers and other contracts with officers or directors of real property;the Company or its Subsidiary; or (11i) Leases Tax sharing or similar agreements. Except with respect to accounts payable set forth on the July Accounts Payable Ledger, the Company and its Subsidiary are not, in any material respect, (and, to the best knowledge of personal property not cancelable (without liabilitySellers, no other party is, in any material respect) within thirty (30) calendar days; and (12) Governmental in breach or regulatory Permits violation of, or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent truedefault under, correct and complete copies of all any of the written Contracts listed on Schedule 5.9or other instruments, including all amendments and supplements theretoobligations, and a written summary setting forth the material terms and conditions evidences of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretoindebtedness or commitments described in (a)-(h) above.

Contracts and Commitments. (a) Contracts. Schedule 5.9 sets forth a complete and accurate --------- list --------- of all Contracts of the following categories: (1i) Contracts not made in the ordinary course of business; (2ii) Employment contracts and severance agreements; (3iii) Labor or union contracts; (4iv) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5v) Contracts involving expenditures or liabilities, actual or potential, in excess of $5,000 20,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days; (6vi) Contracts or commitments relating to commission arrangements with others; (7vii) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) viii) Contracts containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, to engage in any line of business or compete with any person; (9ix) Any Contract with the United States, state or local government or any agency or department thereof; (10x) Leases of real property; (11xi) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12xii) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of all of the written Contracts listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements thereto.

Contracts and Commitments. Section 3.18 of the Disclosure Agreements sets forth a list of all "Material Contracts" to which Cetoni is party or from which material rights and privileges inure to or obligations which are the responsibility of, Cetoni, copies of which such agreements are attached hereto as Exhibit M. For purposes hereof, the term "Material Contracts" includes all material contracts and commitments all indentures, mortgages, security agreements, leases loan and credit agreements, and all other material agreements (including employment agreements or deferred compensation, pension, profit sharing or retirement plans, supply contracts or contracts for the purchase or sale of products or services), oral or written, imposing any obligation on Cetoni or to which its properties are subject. A contract, commitment or agreement shall be deemed to be material if it either (i) involves or may involve the payment of more than DM25,000 over the life of the contract or commitment or (ii) regardless of the amount involved, if it is not terminable without penalty solely at the will of Cetoni upon notice of thirty days or less. Said list is true and correct in all material respects; and, except as disclosed thereon, Cetoni is not bound by any Material Contract whatsoever. Except as set forth in Section 3.18 of the Disclosure Schedule: (a) Contracts. Schedule 5.9 sets forth Cetoni has no agreements, contracts, commitments or restrictions which are material to its business, operations or prospects or which require the making of any charitable contribution; (b) No purchase contracts or commitments of Cetoni continue for a complete and accurate list --------- period of all Contracts more than 12 months or are in excess of the following categories:normal, ordinary and usual requirements of business or at any excessive price; (c) There are no outstanding sales contracts, commitments or proposals of Cetoni which continue for a period of more than 12 months or will result in any loss to Cetoni upon completion or performance thereof, after allowance for direct distribution expenses; (d) Cetoni has no outstanding contracts with officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or dealers that are not cancelable by it on notice of not longer than 30 days and without liability, penalty or premium; (e) Cetoni has no employment agreement, or any other agreement that contains any severance or any severance or termination pay liabilities or obligations; (f) Cetoni has no collective bargaining or union contracts or agreements; (g) Cetoni is not in default, nor is there any known basis for any valid claim of default, under any contract made or obligation owed by it; (h) Cetoni is not restricted by agreement from carrying on its business anywhere in the world; (i) Cetoni is under no liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, retailers or their customers; (j) Cetoni has no debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (k) Cetoni has no outstanding loan to any person; and (1) Contracts not made in the ordinary course Cetoni has no power of business; attorney outstanding or any obligations or liabilities (2) Employment contracts and severance agreements; (3) Labor whether absolute, accrued, contingent or union contracts; (4) Distributionotherwise), franchiseas guarantor, licensesurety, salesco-signer, commissionendorser, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts involving expenditures or liabilitiesco-maker, actual or potential, in excess of $5,000 indemnitor or otherwise material to in respect of the Companyobligation of any person, taken as a wholecorporation, and not cancelable (without liability) within thirty (30) calendar days; (6) Contracts or commitments relating to commission arrangements with others; (7) Promissory notespartnership, loansjoint venture, agreementsassociation, indentures, evidences of indebtedness, letters of credit, guarantees, organization or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, to engage in any line of business or compete with any person; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of all of the written Contracts listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretoentity.

Contracts and Commitments. Except as set forth on the Disclosure ------------------------- ---------- Schedule, none of the Companies is a party to any written or oral: -------- (a) Contracts. Schedule 5.9 sets forth a complete and accurate list --------- commitment, contract, note, loan, evidence of all Contracts Indebtedness, purchase order or letter of credit involving any obligation or liability on the part of any of the following categories: Companies of more than $50,000 and not cancelable (1without liability) Contracts not made in the ordinary course of businesswithin 60 days; (2b) Employment contracts lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the location, term, annual rent, renewal options and severance agreementsnumber ------------------- of square feet leased); (3c) Labor or union contracts; (4) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts lease of personal property involving expenditures or liabilities, actual or potential, any annual expense in excess of $5,000 or otherwise material to the Company, taken as a whole10,000, and not cancelable (without liability) within thirty 60 days (30) calendar daysthe Disclosure ---------- Schedule indicates, with respect to each lease listed on the Disclosure -------- ---------- Schedule, a general description of the leased items, term, annual rent and renewal options); (6d) Contracts contracts or commitments relating to commission arrangements with others; agreements (7) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, including confidentiality or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts similar arrangements) containing covenants limiting the freedom of any of the Company Companies or any officer, director, shareholder or affiliate, Sellers to engage in any line of business or compete with any personPerson, or any arrangements or agreements with competitors; (9e) Any Contract with employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the United Statesonly monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), state consulting, advisory or local government service agreement, deferred compensation agreement, confidentiality agreement or any agency or department thereofcovenant not to compete; (10f) Leases contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of real propertyclause (e)), agent, or attorney-in-fact of Seller; (11g) Leases compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of personal property not cancelable (without liability) within thirty (30) calendar days; andabsence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (12h) Governmental contract pursuant to which it has advanced or loaned funds or made any Investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including without limitation undertakings or ------------------- commitments to any governmental or regulatory Permits authority) relating to the Business or approvals otherwise affecting the Business and not in the ordinary course of business and consistent with past practices; Each of the Companies has performed all material obligations required to conduct be performed by it under each Contract and is not (and, to the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies best knowledge of all each of the written Companies, no other party is) in breach or violation of, or default under any of the Contracts listed or other instruments, obligations, evidences of Indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred which, with the passage of time or the giving of notice (or both), would result in a default, breach or event of noncompliance under any obligation of any of the Companies or Sellers pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. None of the Companies has a present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule 5.9is valid, including all amendments binding ------------------- and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretoenforceable in accordance with its terms.

Contracts and Commitments. (a) Contracts. Section 4.17(a) of the Company Disclosure Schedule 5.9 sets forth a complete and accurate list --------- of all Contracts lists each of the following categories:Contracts (and all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the current obligations of any party thereunder) to which the Company is a party or by which any of its respective properties or assets are bound (each such Contract, and each Contract listed in Section 4.15 (Real Estate; Properties), Section 4.18 (Intellectual Property Rights) or Section 4.22 (Certain Loans and Other Transactions) of the Company Disclosure Schedule, as well as all Contracts required to be set forth (including in order to ensure the accuracy of the representations and warranties in) in Section 4.17 (Contracts and Commitments), Section 4.15 (Real Estate; Properties), Section 4.18 (Intellectual Property Rights) or Section 4.22 (Certain Loans and Other Transactions) that is not so listed, a “Material Contract”): (1i) any Contract with any Governmental Entity; (ii) any Contract or indenture relating to Indebtedness or any guarantee by the Company of the obligations of any other party or relating to any interest rate, currency or commodity derivatives or hedging transactions; (iii) any partnership, limited liability company agreement, joint venture, profit-sharing or similar agreement (other than agreements with sales agents containing revenue sharing agreements or arrangements) entered into with any Person; (iv) any Contract for the acquisition, disposition, merger or sale or similar transaction involving any business or material assets (including Intellectual Property) of the Company, other than for Contracts that have been consummated as of the date of this Agreement for aggregate consideration under such agreement of less than $75,000 and for which the Company have no continuing indemnification, “earn-out” or other material or contingent obligations; (v) any collective bargaining agreements, memoranda or understandings, settlements or other labor agreements with any union or labor organization applicable to the Company, its Affiliates or their employees; (vi) any Contract that obligates the Company to make any capital commitment or expenditure, individually or in the aggregate, in excess of $75,000; (vii) any employment, bonus, retention, severance or other similar agreement which (x) contains a change of control, or “golden parachute” provision or (y) that otherwise provides for base salary or base compensation in any fiscal year that is equal to or greater than $75,000; (viii) any Contract which is performed (in whole or in part) outside of the United States, where a party that is a natural person to the agreement is not made a United States citizen, or where all or a portion of the agreement is subcontracted to a natural person that is not a United States citizen; (ix) any Contract to which the Company is a party or by which they or any of its assets are bound and which involves consideration or other obligations in excess of $75,000 annually; (x) all broker, dealer, manufacturer’s representative, distributor, franchise, agency, and consulting Contracts; (xi) all Contracts involving the payment of royalties or other amounts payable by the Company calculated based upon the revenues or income of the Company or income or revenues related to any product of the Company (other than Contracts involving compensation in connection with the sale and distribution of any product of the Company entered into in the ordinary course of business); (2xii) Employment contracts and severance agreementsany Contract containing (A) most favored nation, exclusive rights, or minimum purchase requirements in favor of any third party, (B) any right of first refusal or first offer or (C) any provision that limits the ability of the Company to (x) compete or operate in any line of business, or with any Person or entity, or in any market or geographic area or during any period of time or (y) acquire or sell any product, assets or services or otherwise develop or distribute any technology (excluding license limitations contained in inbound licenses which limitations are of the type ordinarily included in commercial licenses); (3xiii) Labor any Contract obligating the Company to pay a minimum royalty, fee or union contractsother payment regardless of usage or purchase; (4xiv) Distribution, franchise, license, sales, commission, consulting agency any Contract obligating the Company (A) to purchase or advertising contracts which are not cancelable on thirty otherwise obtain a product or service exclusively from any Person or (30B) calendar days noticesell or provide any product or service exclusively to any Person; (5xv) all Contracts involving expenditures that result in any person or liabilities, actual or potential, in excess entity holding a power of $5,000 or otherwise material attorney from the Company that relates to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar daysCompany or its business; (6xvi) any Contract providing for indemnification, contribution or any guaranty other than any indemnities contained in Contracts for the purchase, sale or commitments relating to commission arrangements with others; (7) Promissory notes, loans, agreements, indentures, evidences license of indebtedness, letters of credit, guarantees, products or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers services in the ordinary course of businessbusiness and that are materially consistent with past practice pursuant to the Company’s standard forms, in the form made available to Parent; (8) Contracts containing covenants limiting xvii) any Contract entered into since December 31, 2009, or for which the freedom Company has any ongoing obligations or potential Liabilities, to settle or compromise any Action, or any Action threatened in writing, other than (A) releases entered into with former employees or independent contractors of the Company which do not contain cash settlements in excess of $20,000 or any officer, director, shareholder or affiliate, to engage (B) settlements of accounts payable in any line the ordinary course of business consistent with past practice for cash amounts paid prior to December 31, 2012 which do not exceed, individually or compete with any personin the aggregate, $20,000; (9xviii) Any Contract all Contracts with such suppliers where costs of goods or services purchased are over $75,000 for the United States12-month period ending on December 31, state or local government or any agency or department thereof2012; (10xix) Leases any Contract to which any Related Person, or any of real propertytheir immediate family members, is a party or has an interest in, whether directly or indirectly, other than employment, compensation and benefit arrangements for services as an officer or employee thereof (each, a “Related Person Contract”); (11xx) Leases any Contracts that purport to bind third-parties who were not Affiliates of personal property not cancelable the Company on the original date of such Contract, but that become Affiliates after the date of such Contract; (without liabilityxxi) within thirty any Contract relating to the marketing or advertising of any products or services of the Company in an amount exceeding $75,000 individually; (30xxii) calendar daysany Contract that is or would be required to be filed by the Company as a “Material Contract” with the SEC pursuant to Item 601(b)(iv) of Regulation S-K or disclosed by the Company in a Current Report on Form 8-K; and (12xxiii) Governmental or regulatory Permits or approvals required any Contract that commits the Company to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of all enter into any of the written Contracts listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretoforegoing.

Contracts and Commitments. All executory contracts, plans, ------------------------- undertakings and commitments to which the Company is a party or by which the Company is bound (a) collectively, the "Contracts. Schedule 5.9 sets forth a complete and accurate list --------- of all Contracts "), of the following categoriescategories are listed on Schedule 4.1(q) of the Disclosure Schedules: (1i) partnership or joint venture agreements; (ii) Contracts not made in the ordinary course of business; (2iii) Employment employment contracts, including without limitation, contracts to employ executive officers and severance agreementsother contracts with present or former officers, directors or shareholders; (3iv) Labor labor or union contracts; (4v) Distributiondistribution, franchise, license, sales, commission, consulting agency or advertising contracts that are material to the Business of the Company or which are not cancelable terminable on thirty (30) calendar days noticenotice or less, whether or not material; (5vi) options with respect to any property, real or personal, whether as grantor or grantee; (vii) Contracts made in the ordinary course of business involving expenditures or liabilities, actual or potential, in excess of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days50,000; (6viii) Contracts or commitments relating to commission arrangements with others; (7ix) Promissory promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, guarantees or other instruments relating to an obligation to pay moneythe lending of money individually in excess of $25,000 or in the aggregate in excess of $100,000, whether the Company shall be the as borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided supplied by the Company to purchasers in the ordinary course of business;); and (8) x) Contracts containing covenants limiting the freedom of the Company or any officer, director, director or shareholder or affiliate, of the Company to engage in any line of business or compete with any person; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete True copies of all of the written Contracts listed on Schedule 5.9Contracts, including all amendments and supplements thereto, and a written summary setting forth have been, or will be prior to the material terms and conditions of each and every oral Contract listed on Schedule 5.9Settlement Date, including all amendments and supplements theretomade available to the Buyer.

Contracts and Commitments. Except as set forth in Section 3.17 of the Tri-County Disclosure Schedule: (a) Contracts. Schedule 5.9 sets forth a complete and accurate list --------- of all Contracts of the following categories: Tri-County has no agreements, contracts, commitments, or restrictions that are material to its business, prospects, financial condition, working capital, assets, liabilities (1absolute, accrued, contingent or otherwise) Contracts not made in the ordinary course of businessor operations; (2b) Employment There are no purchase contracts and severance agreementsor commitments under which Tri-County is required to pay in excess of two hundred thousand dollars ($200,000.00), which continue for a period of more than twelve (12) months; (3c) Labor There are no outstanding sales contracts or union contractscommitments of Tri-County that call for the payment to, or receipt by, Tri-County of more than two hundred thousand dollars ($200,000.00), which continue for a period of more than twelve (12) months; (4d) DistributionTri-County has no outstanding contracts with officers, franchise, license, sales, commission, consulting agency directors or advertising contracts which employees that are not cancelable by it on notice of not longer than thirty (30) calendar days noticeand without liability, penalty, or premium or any agreement or arrangement providing for the payment of any bonus or commissions based on sales or earnings, except such agreements as are expressly permitted by Section 5.2; (5e) Contracts involving expenditures or liabilities, actual or potential, Tri-County is not restricted by agreement from carrying on its business anywhere in excess of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar daysworld; (6f) Contracts Tri-County has no debt obligation for borrowed money, including guarantees of or commitments relating agreements to commission arrangements with acquire any such debt obligation of others; (7g) Promissory notesTri-County has no power of attorney outstanding or any obligations or liabilities (whether absolute, loansaccrued, agreementscontingent, indenturesor otherwise), evidences as guarantor, surety, co-signer, endorser, co-maker or indemnitor for the obligation of indebtednessany person, letters of creditcorporation, guaranteespartnership, joint venture, association, organization, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, to engage in any line of business or compete with any person; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar daysentity; and (12h) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of all None of the written Contracts listed on Schedule 5.9officers, directors or stockholders of Tri- County has any interest in any property, real or personal, tangible or intangible, including all amendments and supplements theretowithout limitation Intellectual Property, and a written summary setting forth that is used in the material terms and conditions business of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretoTri-County.

Contracts and Commitments. (a) Contracts. Schedule 5.9 sets forth 2.15 attached hereto contains a true, complete and accurate correct list --------- (if written) and description (if oral) of all Contracts material contracts, agreements, leases, licenses and other instruments, whether written or oral, to which the Seller is a party, necessary or useful to the conduct of the following categories: (1) Contracts not made in Audio Business, as conducted by the ordinary course of business; (2) Employment contracts and severance agreements; (3) Labor or union contracts; (4) DistributionSeller, franchisebut excluding insurance policies, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts involving expenditures or liabilities, actual or potential, in excess of $5,000 or otherwise material to the Company, taken as a wholeemployee benefit plans, and not cancelable (without liability) within thirty (30) calendar days; (6) Contracts or commitments relating to commission arrangements with others; (7) Promissory notes, loans, any loan agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments mortgages and guaranties relating to an obligation the Audio Business that will cease to pay moneyexist after the Closing Date and general support, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit management and supervision provided by the Company Seller's headquarters office (collectively, the "CONTRACTS"), including, without limitation, the following types of Contracts: (i) all loan agreements, indentures, mortgages and guaranties that relate to purchasers in the ordinary course Audio Business or by which any of businessthe Assets are bound; (8) Contracts containing covenants limiting ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to the freedom Audio Business or by which any of the Company or any officer, director, shareholder or affiliate, to engage in any line of business or compete with any personAssets are bound; (9iii) Any Contract with all contracts, agreements, commitments, purchase orders or other understandings or arrangements relating to the United StatesAudio Business or by which any of the Assets are bound which (A) involve payments or receipts by the Seller of more than $25,000 in the case of any single contract, state agreement, commitment, understanding or local government arrangement under which full performance (including payment) has not been rendered by all parties thereto or any agency (B) which, if terminated or department thereofdiscontinued, could reasonably be expected to have a Material Adverse Effect; (10iv) Leases all collective bargaining agreements, employment and consulting agreements relating to the Audio Business or by which any of real propertythe Assets are bound; (11v) Leases of personal property not cancelable all agency, distributor, sales representative and similar agreements relating to the Audio Business; (without liabilityvi) within thirty all leases (30) calendar daysincluding the Leases), whether operating, capital or otherwise, relating to the Audio Business; and (12vii) Governmental any other material agreement or regulatory Permits contract entered into by the Seller relating to the Audio Business. For the purposes of this Section 2.15 and Schedule 2.15, (A) Schedule 2.15 shall be deemed to include each of the Leases identified in Schedule 2.10, and (B) any contracts, agreements, commitments, purchase orders or approvals other understandings or arrangements relating to the Audio Business but which are not required to conduct be listed on Schedule 2.15 because of the disclosure threshold set forth in Section 2.15(a)(iii) above shall nevertheless be deemed to be Contracts, PROVIDED that the aggregate of all payments and receipts by the Seller under all such contracts, agreements, commitments, purchase orders or other understandings or arrangements does not exceed $75,000. (b) Except as set forth on Schedule 2.15 attached hereto, as to each Contract other than the Leases (which shall be governed by the representations and warranties contained in Section 2.10): (i) each Contract which is to be assumed by the Buyer as an Assumed Liability (an "ASSUMED CONTRACT") is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and neither the Seller nor the Principal has any knowledge that any Assumed Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to the Assumed Contracts to have been performed by the Seller on its part prior to the date hereof; (iii) the Seller is not in breach of or default under any Assumed Contract in any material respect, and there has occurred no violation by the Seller of any provision of any Assumed Contract which with the passage of time (such as a grace period) or giving of notice or both would constitute such a default by the Seller, result in a loss of rights or result in the creation of any lien, charge or encumbrance on the Seller's assets, thereunder or pursuant thereto; (iv) to the knowledge of the Seller and the Principal, there is no existing breach or default by any other party to any Assumed Contract, and there has occurred no violation of any provision of any Assumed Contract which with the passage of time (such as a grace period) or giving of notice or both would constitute such a default by such other party, result in a loss of rights by the Seller or result in the creation of any lien, charge or encumbrance on the Seller's assets thereunder or pursuant thereto; and (v) the Seller is not restricted by any Assumed Contract from carrying on the Audio Business or activities reasonably related thereto anywhere in the world. (c) Except as presently conducted. The Company has delivered set forth on Schedule 2.3, the continuation, validity and effectiveness of each Assumed Contract will not be affected by the transfer thereof to Sub the Buyer under this Agreement nor will the transfer thereof give any person a right of termination or right to make a material modification with respect to such Assumed Contract and Parent trueall such Assumed Contracts are assignable to the Buyer without a consent. (d) True, correct and complete copies of all of the written Contracts listed on Schedule 5.9, including and descriptions of all amendments and supplements thereto, and a written summary setting forth oral Contracts have previously been made available by the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretoSeller to the Buyer.

Contracts and Commitments. (a) Contracts. Schedule 5.9 3.13(a) sets forth a complete and accurate list --------- list, as of all Contracts the date hereof, of any Contract of the following categoriescharacter to which (x) the Purchased Assets are bound, (y) the Company is a party or is otherwise bound, or (z) the Company or any Affiliate of the Company uses or holds for use primarily in connection with the conduct of the Business: (1i) Contract or group of related Contracts not made with the same party (other than standard purchase orders) for the purchase by the Company of products or services which provided for annual payments in excess of $200,000 during the ordinary course of businesstrailing twelve-month period ending on the Latest Balance Sheet Date; (2ii) Employment contracts and severance Contract or group of related Contracts with a customer (other than standard purchase orders or pricing agreements) that provided for annual revenues (based on the trailing twelve-month period ending on the Latest Balance Sheet Date) to the Company in excess of $150,000; (3iii) Labor or union contractsmaterial IP License; (4iv) Distributionbonus, pension, profit sharing, retirement or other form of deferred compensation plan used primarily in the conduct of the Business, other than as described in Section 3.16 or the Disclosure Schedules relating thereto; (v) Contract for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (vi) broker, distributor, dealer, manufacturer’s representative, franchise, licenseagency, salessales promotion, commissionmarket research, marketing consulting agency and advertising Contracts which provided for annual payments in excess of $150,000 during the trailing twelve-month period ending on the Latest Balance Sheet Date; (vii) employment agreements and Contracts with independent contractors or advertising contracts consultants (or similar arrangements) and which are not cancelable on thirty cancellable without material penalty or without more than ninety (3090) calendar days days’ notice; (5viii) except for Contracts relating to trade receivables, all Contracts relating to Indebtedness (including, without limitation, guarantees); (ix) Contract with the Company involving expenditures personal services for the employment of any officer, individual employee or liabilities, actual or potential, other person on a full-time basis providing for (A) base salary in excess of $5,000 150,000 per year; (B) the payment of any cash or otherwise material to the Company, taken other compensation as a whole, and not cancelable result of the execution of this Agreement and/or the consummation of the transactions contemplated hereby; and/or (C) a restriction on the Company to terminate the employment of any employee for any lawful reason or for no reason without liability) within thirty (30) calendar daysseverance or other payment obligations; (6x) Contracts guaranty of any obligation for borrowed money or commitments relating to commission arrangements with othersother material guaranty involving more than $100,000; (7xi) Promissory notesjoint venture, loanspartnership, agreementslimited liability company, indenturesstockholder, evidences strategic alliance or other similar Contracts (including any Contract providing for joint research or development of indebtednessIntellectual Property Rights, letters of credit, guaranteesmarketing or distribution, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course sharing of businessprofits and expenses); (8) Contracts containing covenants limiting xii) Contract that (A) materially restricts (1) the freedom of the Company or any officer, director, shareholder or affiliate, to engage compete in any line of business or compete with any personPerson or in any area (including, for the avoidance of doubt, both in respect of geography or market area or market segments), (2) the ability of the Company to sell (or purchase) goods or services to (or from) any Person or (3) the ability of the Company to solicit any Person for employment or engagement as an independent contractor, or (B) contains a provision requiring that the pricing provided under such Contract is equal to or less than the pricing provided to any other third party. (xiii) Contract that (A) requires the Company to purchase all or substantially all of its requirements of a particular product or service from a supplier or vendor, or (B) that is a warranty Contract or arrangement with respect to services rendered or products sold, other than warranties entered into in the Ordinary Course of Business; (9xiv) Contract relating to any completed material business acquisition by the Company during the three year period immediately preceding the date hereof (such time period, the “Look-Back Period” and the beginning date of such Look-Back Period, the “Look-Back Date”); or (xv) Any Contract (other than off-the-shelf, shrink wrap license agreements that are immaterial to the Business, the Purchased Assets and the Assumed Liabilities) with the United StatesGoogle, state or local government Inc., Yahoo!, Inc., Microsoft, Inc., or any agency or department thereofof their respective Affiliates; (10xvi) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar daysContract with any Government Authority; and (12xvii) Governmental Any other Contract that is material to the Business, the Purchased Assets or regulatory Permits or approvals required to conduct the Business as presently conducted. Assumed Liabilities. (b) The Company has delivered provided to Sub the Purchaser a true and Parent true, correct and complete copies copy of all of the written Contracts listed on Schedule 5.93.13(a) (the “Material Contracts”), including together with all modifications, amendments and supplements theretothereto and waivers thereunder and with respect to any oral Contract, and a written summary thereof setting forth the material terms and conditions of each and every such oral Contract listed Contract. (c) Except as set forth on Schedule 5.93.13(a), including all amendments with respect to each Material Contract: (i) such Contract is in full force and supplements theretoeffect and a valid and binding agreement of the Company, enforceable in accordance with its terms, except as the enforcement thereof 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; (ii) the Company is not in breach or default in any material respect, and the Company has not taken or failed to take any action which, with notice or lapse of time, would constitute a breach or default in any material respect, or permit termination, material modification, acceleration, or the waiver of any right or benefit, as applicable, under such Contract; (iii) to the Knowledge of the Sellers, no other party is in breach or default in any material respect under such Contract; and (iv) the Company has not received any written notice that any other party to such Material Contract intends to terminate, adversely modify, refuse to perform or refuse to renew such Material Contract.

Contracts and Commitments. (a) Contracts. Schedule 5.9 SCHEDULE 3.12 sets forth a complete and accurate list --------- of all Contracts in the following categories to which any of the following categories:▇▇▇▇▇ Entities is a party or by which any of the ▇▇▇▇▇ Entities is bound ("MATERIAL CONTRACTS"): (1a) Contracts not made in for the ordinary course furnishing of businessservices by any of the ▇▇▇▇▇ Entities relating to current or anticipated annual revenues to any of the ▇▇▇▇▇ Entities of more than $1,000,000; (2b) Employment contracts and severance agreementspartnership or joint venture Contracts with, or any other investment in (whether through the acquisition of an equity interest, the making of a loan or advance or otherwise), any other Person; (3c) Labor Contracts (i) under which any of the ▇▇▇▇▇ Entities has created, incurred, assumed or union contractsguaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money, (ii) constituting capitalized lease obligations, (iii) under which any of the ▇▇▇▇▇ Entities has granted (or may grant) a security interest or lien on any of its respective properties or assets (other than a Permitted Encumbrance), or (iv) under which any of the ▇▇▇▇▇ Entities has incurred any obligations for any performance bonds, payment bonds, bid bonds, surety bonds, letters of credit, guarantees or similar instruments; (4d) Distributionmaterial license, option or other Contracts relating to the Intellectual Property (other than computer software subject to shrink wrap licenses); (e) Contracts with any Affiliate of any of the ▇▇▇▇▇ Entities or with any current or former officer, director or employee of any of the ▇▇▇▇▇ Entities; (f) Contracts which require payment in excess of $1,000,000 per year for the purchase of inventory, materials, supplies or equipment, except for open purchase orders that are cancelable without material penalty, cost or other liability on not more than thirty (30) days notice; (g) distribution, franchise, license, sales, commission, consulting agency consulting, advertising or advertising contracts which are not cancelable on thirty (30) calendar days notice;marketing Contracts; and (5h) Contracts involving expenditures or liabilities(other than the Ancillary Agreements), actual or potential, in excess of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days; (6) Contracts or commitments relating to commission arrangements with others; (7) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts containing covenants restraining or limiting the freedom of any of the Company ▇▇▇▇▇ Entities or any officer, director, shareholder or affiliate, Affiliate thereof to engage in any line of business or to compete with any person; (9) Any Contract with Person including by restraining or limiting the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required right to conduct the Business as presently conductedsolicit customers. The Company has delivered Sellers have made available to Sub and Parent Buyer a true, correct and complete copies copy of all of the each written Contracts Contract listed on Schedule 5.9, including all amendments and supplements thereto, in SCHEDULE 3.12 and a complete written summary setting forth the material terms and conditions description of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretoin SCHEDULE 3.12.

Contracts and Commitments. (a) Contracts. Insofar as they relate to the Business, Schedule 5.9 sets forth 4.9 (together with the leases disclosed in Schedules 4.4(c) and 4.4(d)) contains a true and complete and accurate list --------- of all Contracts of the following categoriestypes of agreements binding on PBBC which require the performance of any obligation by PBBC or the payment or delivery of any consideration by any party thereto after the Closing Date: (1i) Contracts not made in the ordinary course of businessSerta Standard License Agreement; (2ii) Employment all agreements, contracts and severance agreements; commitments to which PBBC is a party or by which any of the Transferred Assets is bound which by their terms (3A) Labor can reasonably be expected to require future payment by or union contracts; to PBBC of $25,000 or more or (4B) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are cannot cancelable be terminated by any party thereto on thirty (30) calendar less than 90 days prior notice; (5iii) Contracts involving expenditures all written employment contracts and commitments with employees of PBBC providing for direct remuneration for any employee of PBBC or liabilitiescontaining any severance or termination pay or obligations for any employee of PBBC; (iv) all collective bargaining agreements and union contracts respecting the Business to which PBBC is a party; (v) all other contracts of PBBC utilized by PBBC in the operation of the Business as of September 30, actual 1997 for or potentialrelating to the construction of capital assets which exceed $100,000 in any one case or $250,000 in the aggregate; 33 (vi) all partnership or joint venture agreements to which PBBC is a party; (vii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to PBBC, or involve consideration in excess of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days100,000; (6viii) Contracts any agreement concerning confidentiality or commitments relating to commission arrangements with others;noncompetition; or (7ix) Promissory notes, loans, agreements, indentures, evidences any agreement under which the consequences of indebtedness, letters of credit, guarantees, a default or other instruments relating to an obligation to pay money, whether termination could have a Material Adverse Effect on the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business;Business. (8) Contracts containing covenants limiting the freedom of the Company b) PBBC has made available to Sleepmaster or any officer, director, shareholder or affiliate, to engage in any line of business or compete with any person; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct full and complete copies of all the documents identified in Schedules 4.4(c), 4.4(d) and 4.9 (the "Material Contracts"). (c) Other than the Serta Standard License Agreement, PBBC is not a party to any written agreement and is not subject to any other instruments or documents that would materially restrict the Business from carrying on its business anywhere in the world. (d) To the Knowledge of PBBC, the Material Contracts are valid, binding, enforceable and in full force and effect with respect to the Business and there does not exist any default on the part of PBBC, except with respect to the Unauthorized Sales, or, to PBBC's knowledge, any default on the part of the written Contracts listed on Schedule 5.9, including all amendments and supplements other party thereto, or any event which with notice or lapse of time or both would constitute a default, under a Material Contract, which default would allow the termination thereof and would have a written summary setting forth Material Adverse Effect on the material terms Business. (e) The by-laws of Serta, the Standard License Agreement and conditions the rules and regulations of each Serta promulgated thereunder are the only instruments or agreements among Serta and every oral Contract listed its stockholders to which PBBC or any of its Affiliates are subject or which bind PBBC or any of its Affiliates. (f) Other than the IRB-Related Obligations, the obligations of PBBC to pay accounts payables and salaries and other remunerations arising in the Ordinary Course of Business, and the obligations to make payments under certain 34 equipment leases, PBBC is not obligated on Schedule 5.9, including all amendments and supplements theretoor with respect to any Debt.

Contracts and Commitments. (a) Contracts. Schedule 5.9 4.12 sets forth a true, complete and accurate correct list --------- and description of all Contracts each of the following categories:Contracts of each of the Seller Group Subsidiaries (such Contracts, together with all Contracts relating to Intellectual Property set forth in Schedule 4.14, being “Material Contracts”): (1i) Contracts each Contract involving aggregate consideration in excess of $25,000 and which, in each case, cannot made in be cancelled by the ordinary course of businessSeller Group Subsidiary without penalty or without more than 90 days’ notice; (2ii) Employment contracts and severance agreementsall Contracts that require the Seller Group Subsidiary to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions; (3iii) Labor all Contracts that provide for the indemnification by the Seller Group Subsidiary of any Person or union contractsthe assumption of any Tax, environmental or other liability of any Person; (4iv) Distributionall Contracts that relate to the acquisition or disposition of any business, a material amount of shares or assets of any other Person or any real property (whether by merger, sale of shares, sale of assets or otherwise); (v) all broker, distributor, dealer, manufacturer’s representative, franchise, licenseagency, salessales promotion, commissionmarket research, marketing consulting agency and advertising Contracts to which the Seller Group Subsidiary is a party; (vi) all employment agreements and Contracts with independent contractors or advertising contracts consultants (or similar arrangements) to which the Seller Group Subsidiary is a party and which are not cancelable on thirty (30) calendar days without material penalty or without more than 90 days’ notice; (5vii) except for Contracts involving expenditures or liabilitiesrelating to trade receivables, actual or potentialall Contracts relating to Indebtedness (including, in excess without limitation, guarantees) of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar daysSeller Group Subsidiary; (6viii) all Contracts or commitments relating with any Governmental Body to commission arrangements with otherswhich the Seller Group Subsidiary is a party; (7ix) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, all Contracts that limit or other instruments relating purport to an obligation to pay money, whether limit the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts containing covenants limiting the freedom ability of the Company or any officer, director, shareholder or affiliate, Seller Group Subsidiary to engage compete in any line of business or compete with any personPerson or in any geographic area or during any period of time; (9x) Any Contract with any Contracts to which the United StatesSeller Group Subsidiary is a party that provide for any joint venture, state partnership or local government or any agency or department thereofsimilar arrangement by the Seller Group Subsidiary; (10xi) Leases all Contracts between or among the Seller Group Subsidiary on the one hand and Seller or any Affiliate of real propertySeller (other than the Seller Group Subsidiary) on the other hand; (11xii) Leases all collective bargaining agreements of personal property not cancelable (without liability) within thirty (30) calendar dayseach Seller Group Subsidiary with any labor organization, union or association to which the Seller Group Subsidiary is a party; and (12xiii) Governmental any other Contract that is material to the Company and not previously disclosed pursuant to this Section 4.12. Each Material Contract is valid and binding on the Seller Group Subsidiary in accordance with its terms and is in full force and effect. None of the Seller Group Subsidiaries or, to Seller’s Knowledge, any other party thereto is in breach of or regulatory Permits default under (or approvals required is alleged to conduct 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 Business as presently conductedacceleration or other changes of any right or obligation or the loss of any benefit thereunder. The Company has delivered to Sub Complete and Parent true, correct and complete copies of all of the written Contracts listed on Schedule 5.9, each Material Contract (including all modifications, amendments and supplements theretothereto and waivers thereunder) have been made available to the Buyer Parties. The execution and implementation of this Agreement and the Related Documents by the Seller will not constitute a breach of any of the Seller Group Subsidiaries’ contractual obligations, nor will the execution and a written summary setting forth implementation of this Agreement and the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretoRelated Documents by the Seller entitle any Person to terminate or vary any Contract.

Contracts and Commitments. (a) Contracts. Schedule 5.9 sets forth 2.11 contains a true, complete and ------------------------- accurate list --------- of all Contracts contracts, agreements, instruments, leases, licenses, arrangements and understandings (whether written or oral) to which ADI, any Subsidiary, Montvale GP or any LP is a party or by which any of its assets or properties are bound (i) the following categories: remaining payments under which equal or exceed $50,000, or (1ii) Contracts not made in the ordinary course of business; (2) Employment contracts and severance agreements; (3) Labor or union contracts; (4) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts involving expenditures or liabilities, actual or potential, in excess of $5,000 or otherwise material to the Companybusiness or operations of ADI, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days; (6) Contracts or commitments relating to commission arrangements with others; (7) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts containing covenants limiting the freedom of the Company Subsidiary or any officerLP (collectively, director, shareholder or affiliate, the "Material Contracts"). ADI has ------------------ furnished to engage in any line of business or compete with any person; the Purchaser (9i) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct true and complete copies of all written Material Contracts, and (ii) true and complete written descriptions of all supply, distribution, agency financing, or other arrangements or understandings referred to in Schedule 2.11 to the written extent such Material Contracts listed have not been fully reduced to writing. All Material Contracts are valid and in full force and effect. Except as set forth in such Schedule 2.11: (a) neither ADI, any Subsidiary, Montvale GP nor any LP has any outstanding contracts with officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or dealers that are not cancelable by it on Schedule 5.9notice of not longer than 30 days and without liability, penalty or premium or any agreement or arrangement providing for the payment of any bonus or commission based on sales or earnings; (b) neither ADI, any Subsidiary, Montvale GP nor any LP has any employment agreement, or any other agreement that contains any severance or termination pay liabilities or obligations; (c) neither ADI, any Subsidiary, Montvale GP nor any LP has any collective bargaining or union contracts or agreements; (d) neither ADI, any Subsidiary, Montvale GP nor any LP is in default, nor, to their knowledge, is there any basis for any valid claim of default, under any Material Contract; (e) neither ADI, any Subsidiary, Montvale GP nor any LP has any indebtedness for borrowed money, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions guarantees of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements thereto.or agreements to acquire any such indebtedness of others;

Contracts and Commitments. (a) Contracts. Schedule 5.9 sets Set forth in the Company Disclosure --------------------------------------- Letter is a complete and accurate list --------- of all Contracts of the following categoriescontracts (written or oral), plans, undertakings, commitments or agreements ("Company ------- Contracts") to which the Company or any of its Subsidiaries is a party or by --------- which any of them is bound as of the date of this Agreement: (1a) Contracts not made in the ordinary course of business; (2) Employment contracts and severance agreements; (3) Labor or union contracts; (4) Distributioneach distribution, supply, inventory purchase, franchise, license, joint development, sales, commission, consulting agency or advertising contracts contract involving annual expenditures or liabilities in excess of $200,000 which are is not cancelable on thirty (30without material penalty, cost or other liability) calendar days noticewithin one year; (5b) Contracts involving expenditures each promissory note, loan, agreement, indenture, evidence of indebtedness or liabilitiesother instrument providing for the lending of money, actual whether as borrower, lender or potentialguarantor, in excess of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days100,000; (6c) Contracts or commitments relating to commission arrangements with others; (7) Promissory noteseach contract, loanslease, agreementsagreement, indentures, evidences of indebtedness, letters of credit, guarantees, instrument or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby arrangement containing any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts containing covenants covenant limiting the freedom of the Company or any officer, director, shareholder or affiliate, of its subsidiaries to engage in any line the business of business the Company or compete with any person; (9d) Any Contract with each joint venture or partnership agreement that is material to the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar daysCompany and its Subsidiaries taken as a whole; and (12e) Governmental or regulatory Permits or approvals required to conduct any contract that would constitute a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the Business as presently conductedSEC). The Company has delivered to Sub and Parent true, correct True and complete copies of all the written Company Contracts, as amended to date, that would be required to be filed as exhibits to the Company's Form 10-K if such Form 10-K were being filed on this date, that have not been filed prior to the date hereof as exhibits to the SEC Reports have been delivered or made available to Parent. Each Company Contract is valid and binding on the Company, and any Subsidiary of the written Contracts listed on Schedule 5.9Company which is a party thereto and, including all amendments to the knowledge of the Company, each other party thereto and supplements theretois in full force and effect, and the Company and its Subsidiaries have performed and complied with all obligations required to be performed or complied with by them under each Company Contract, except in each case as would not, individually or in the aggregate, have or reasonably be expected to have a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretoMaterial Adverse Effect.

Contracts and Commitments. (a) Contracts. The Disclosure Schedule 5.9 sets forth a complete and accurate list --------- of all Contracts of lists the following categoriescontracts and agreements to which Mutual is a party: (1) Contracts not made in All leases of real property, indicating with respect to each lease the ordinary course term, annual rent, renewal options and number of businesssquare feet leased; (2) Employment contracts All material leases of personal property, indicating with respect to each lease a general description of the leased items, term, annual rent and severance agreementsrenewal options; (3) Labor All agreements (and all groups of related agreements) which extend for more than one year and which involve the purchase of materials, supplies or union contractsother personal property or for the furnishing or receipt of services (other than employment agreements and which involve consideration in excess of $50,000 per year; (4) Distribution, franchise, license, sales, commission, Employment contracts to employ executive officers and any other contracts with officers or directors of Mutual; (5) Any consulting agency agreement which provides for annual compensation in excess of $50,000 per year and which is not terminable by Mutual within six months; (6) Any professional services agreements which provides for total compensation in excess of $50,000; and (7) All Support Services Agreements. (b) Excluding the Support Services Agreements and excluding contracts or advertising contracts commitments which are described in the Disclosure Schedule, Mutual is not cancelable a party to any written or oral: (1) Commitment, contract, note, loan, evidence of indebtedness, purchase order or letter of credit involving any obligation or liability on thirty the part of Mutual that is material; (302) calendar days noticeLease of real property; (3) Lease of personal property involving an annual expense in excess of $25,000; (4) Contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including purchase orders over $50,000, franchise agreements and undertakings or commitments to any governmental or regulatory authority) relating to the business of Mutual and otherwise materially affecting Mutual; (5) Contracts involving expenditures or liabilities, actual or potential, in excess of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days; (6) Contracts or commitments relating to commission arrangements with others; (7) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts agreements containing covenants limiting which limit the freedom of the Company or any officer, director, shareholder or affiliate, Mutual to engage in any line of business or compete with any person;; or (96) Any Contract Employment contracts, including without limitation, contracts to employ executive officers and other contracts with officers or directors of Mutual. Mutual is not (and to the United Statesbest of Mutual's knowledge, state no other party is) in material breach or local government violation of, or default under any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of all of the written Contracts listed or other instruments, obligations, evidences of indebtedness or commitments described in items 5.13 (a) (1)-(7) above, the breach or violation of which would have a material adverse effect on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions business or financial condition of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretoMutual.

Contracts and Commitments. (a) Contracts. Schedule 5.9 SCHEDULE 4.6(a) sets forth a complete and accurate list --------- of all Industrial Power Transmission Contracts of in the following categories:categories (collectively, the "MATERIAL CONTRACTS"): (1i) Contracts not made in the ordinary course of business; (2) Employment all employment contracts and severance agreements, including, without limitation, contracts (A) to employ or terminate executive officers or other personnel of the Industrial Power Transmission Business or (B) that will result in the payment by, or the creation of any Liability to pay on behalf of Buyer, the Sellers, the Sold Subsidiary or the Spanish Subsidiary any severance, termination, "golden parachute," or other similar payments to any present or former employee of the Industrial Power Transmission Business following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement; (3ii) Labor or union contracts; (4) Distribution, all franchise, license, salestechnical assistance, commission, consulting consulting, agency or advertising contracts related to the Industrial Power Transmission Assets or the Industrial Power Transmission Business involving the payment of more than $50,000 annually and which are not cancelable without penalty on thirty (30) calendar days notice; (5iii) Contracts involving expenditures all labor or liabilities, actual or potential, in excess of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar daysunion contracts; (6iv) Contracts all contracts or commitments relating to commission arrangements with others; (7v) Promissory all promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, individually in excess of or in the aggregate in excess of $100,000, whether a Seller, the Company Sold Subsidiary or the Spanish Subsidiary shall be the borrower, lender or guarantor thereunder or whereby any assets Industrial Power Transmission Assets are pledged (excluding credit provided by a Seller, the Company Sold Subsidiary or the Spanish Subsidiary in the ordinary course of business to purchasers of its products), it being agreed and understood by the parties that all obligations under such instruments shall constitute Retained Liabilities; (vi) any agreement concerning confidentiality or non-competition; (vii) all purchase, supply, distribution and sales contracts (including each Existing Supply Agreement) which involve payments in excess of $50,000 annually and which are not cancelable without penalty on thirty (30) calendar days notice; (viii) any contract between any Seller, the Sold Subsidiary or the Spanish Subsidiary and any affiliate thereof; (ix) any service contract affecting any of the Industrial Power Transmission Assets having an annual service charge in excess of $50,000 and an unexpired term as of the Closing Date in excess of 90 days; (x) any lease or sublease that provides for annual rent in excess of $50,000; (xi) any contract for the purchase, sale or removal of electricity, gas, water, telephone, coal, sewage, power or utility service, other than such contracts with local utilities entered into in the ordinary course of business; (8) Contracts containing covenants limiting xii) any contract or agreement involving the freedom electronic exchange of the Company or any officer, director, shareholder or affiliate, to engage information and amounts in any line excess of business or compete with any person; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days$50,000 annually; and (12xiii) Governmental or regulatory Permits or approvals required to conduct the Business any other contract involving payments in excess of $100,000 annually. (b) Except as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of set forth on SCHEDULE 4.6(b) (i) all of the written material Industrial Power Transmission Contracts listed on Schedule 5.9are in full force and effect and constitute legal, including all amendments valid and supplements binding obligations of the Sellers, the Sold Subsidiary and the Spanish Subsidiary to the extent a party thereto and, to the knowledge of the Sellers, the other parties thereto, (ii) each of the Sellers, the Sold Subsidiary and the Spanish Subsidiary has fulfilled, or taken all action necessary to enable it to fulfill when due, all of its obligations under each such Industrial Power Transmission Contract to which it is a party and (iii) none of the Sellers, the Sold Subsidiary or the Spanish Subsidiary is in default in any material respect under any of the Industrial Power Transmission Contracts, and (iv) no event, occurrence or condition exists which, with the lapse of time, the giving of notice or both, would become a default in any material respect by any Seller, the Sold Subsidiary or the Spanish Subsidiary. None of the Sellers, the Sold Subsidiary or the Spanish Subsidiary has received any written summary setting forth the material terms notice of cancellation or termination or any written notice of default under any Industrial Power Transmission Contract. The Sellers have furnished Buyer with true and conditions correct copies of each and every oral Contract listed of the Material Contracts set forth on Schedule 5.9SCHEDULE 4.6(a), including together with all amendments and supplements thereto.

Contracts and Commitments. (a) Contracts. As of the date hereof, Section 4.15 of the Seller Disclosure Schedule 5.9 sets forth contains a complete and accurate list --------- of all Contracts contracts (written or oral), plans, undertakings, commitments or agreements or pending negotiations (including, without limitation, intercompany contracts) ("Company Contracts") of the following categoriescategories to which the Company or any of its Subsidiaries is a party or by which any of them is bound as of the date of this Agreement: (1a) Contracts not made employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors or stockholders of the Company, and all severance, change in control or similar arrangements with any officers, employees or agents of the ordinary course Company that will result in any obligation (absolute or contingent) of businessthe Company or any of its Subsidiaries to make any payment to any officers, employees or agents of the Company following the consummation of the Contemplated Transactions or termination or change of terms and conditions of employment; (2b) Employment contracts and severance collective bargaining agreements; (3c) Labor Company Contracts for the purchase of inventory, supplies or union contracts; (4) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts services which are not cancelable on thirty cancellable (30without material penalty, cost or other liability) calendar days notice; (5) within one year and, other than Company Contracts described elsewhere in this Section 4.15, other Company Contracts involving annual expenditures or liabilities, actual or potential, liabilities in excess of $5,000 or otherwise material to the Company, taken as a whole, and 50,000 which are not cancelable cancellable (without material penalty, cost or other liability) within thirty (30) calendar 90 days; (6d) Contracts or commitments relating to commission arrangements with others; (7) Promissory promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, indebtedness or other instruments relating to an obligation to pay providing for the lending of money, whether the Company shall be the as borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of businessguarantor; (8) e) Company Contracts containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, of its Subsidiaries to engage in any line of business or compete with any personPerson or operate at any location; (9f) Any any Company Contract with pending for the United Statesacquisition or disposition, state directly or local government indirectly (by merger or otherwise) of material Assets (other than inventory) or capital stock of any Person (including, without limitation, the Company or any agency or department thereofof its Subsidiaries); (10g) Leases other than Company Contracts described elsewhere in this Section 4.15 or Company Contracts which may be omitted pursuant to the specific size limitations set forth in other provisions of real propertythis Section 4.15, Company Contracts between the Company and any of its wholly owned Subsidiaries, on one hand, and any affiliate of the Company which is not wholly owned, directly or indirectly by the Company on the other hand; (11h) Leases any lease (whether of real or personal property not cancelable property) providing for annual rentals of $15,000 or more; (without liabilityi) within thirty any sales, distribution or other similar agreement providing for the sale by the Company or any of its Subsidiaries of materials, supplies, goods, services (30) calendar daysincluding drilling services), equipment or other assets; and (12j) Governmental any partnership, joint venture or regulatory Permits other similar agreement or approvals required to conduct the Business as presently conductedarrangement. The Company has delivered to Sub and Parent true, correct True and complete copies of all the written Company Contracts identified in Section 4.15 of the written Contracts listed on Seller Disclosure Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretohave been delivered or made available to Buyer.

Contracts and Commitments. Except as set forth on the Disclosure Schedule, the Company is not a party to any written or oral: (a) Contracts. Schedule 5.9 sets forth a complete and accurate list --------- commitment, contract, note, loan, evidence of all Contracts Indebtedness, purchase order or letter of credit involving any obligation or liability on the part of the following categories: (1) Contracts not made in the ordinary course Company of business; (2) Employment contracts and severance agreements; (3) Labor or union contracts; (4) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts involving expenditures or liabilities, actual or potential, in excess of more than $5,000 or otherwise material to the Company, taken as a whole, 75,000 and not cancelable (without liability) within thirty (30) calendar 60 days; (6b) Contracts or commitments relating lease of real property (the Disclosure Schedule indicates with respect to commission arrangements with otherseach lease listed on the Disclosure Schedule the term, annual rent, renewal options, approximate number of square feet leased); (7c) Promissory noteslease of personal property involving any annual expense in excess of $25,000 and not cancelable (without liability) within 60 days (the Disclosure Schedule indicates with respect to each lease listed on the Disclosure Schedule a general description of the leased items, loansterm, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of businessannual rent and renewal options); (8) Contracts d) governmental or regulatory licenses or permits required to conduct the Business as presently conducted and as proposed to be conducted; (e) contracts or agreements containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, to engage in any line of business or compete with any personPerson; (9f) Any Contract employment contracts, including without limitation, contracts to employ executive officers and other contracts with officers or directors of the United StatesCompany, state and contracts with independent contractors on a full-time, part-time, consulting or local government or any agency or department thereofother basis; (10g) Leases of real propertypension, profit sharing, stock option, stock appreciation, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit, welfare or stock plan or arrangement, or any contract with any labor union or any severance agreement; (11h) Leases contract pursuant to which it has advanced or loaned funds or made any Investments of personal its funds or other property or Assets, or agreed to advance or loan funds to any other Person or to do any of the foregoing other than advances to growers in the ordinary course of business; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); (k) independent or service representative or distributorship agreement; or (l) contracts or financial commitments of more than $50,000 and not cancelable (without liability) within thirty sixty days not otherwise described above or listed in the Disclosure Schedule (30) calendar days; and (12) Governmental including without limitation purchase orders, franchise agreements and undertakings or commitments to any governmental or regulatory Permits authority) relating to the Business or approvals otherwise affecting the Business not in the ordinary course of business; The Company has performed all obligations required to conduct be performed by it under each Contract and it is not (and, to the Business as presently conductedBest of the Company's Knowledge, no other party is) in breach or violation of, or default under any of the Contracts or other instruments, obligations, evidences of Indebtedness or commitments described in (a)-(l) above. To the Best of the Company's Knowledge, no event has occurred which, with the passage of time or the giving of notice (or both), would result in a default, breach or event of noncompliance under any obligation of the Company pursuant to any Contract. The Company has delivered does not have a present expectation or intention of not fully performing any obligation pursuant to Sub and Parent trueany Contract. Each Contract described on the Disclosure Schedule is, correct and complete copies of all to the Best of the written Contracts listed on Schedule 5.9Company's Knowledge, including all amendments legal, valid, binding and supplements theretoenforceable in accordance with its terms. With respect to each Contract which is a lease of personal property, the Company holds a valid and a written summary setting existing leasehold interest under such lease for the term set forth with respect to such lease an the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretoDisclosure Schedule.

Contracts and Commitments. (a) Contracts. 4.8.1 Company Material Contracts The Disclosure Schedule 5.9 sets forth a -------------------------- complete and accurate list --------- of all Contracts (and, other than documents filed as exhibits to the SEC Filings, Purchaser has been provided complete and correct copies of) any of the following categories:contracts to which the Company is a party or by which the Company is bound (each, a "Company Material Contract"): (1a) Contracts all written management, compensation, employment or other contracts entered into with any executive officer, director or key employee of the Company; (b) all contracts under which the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability, in each case in an amount greater than $100,000 and in the aggregate more than $1,000,000; (c) all bonds or agreements of guarantee or indemnification under which the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent) in an individual amount or potential amount greater than $100,000 or in the aggregate more than $1,000,000; (d) all noncompete or similar agreements; (e) all partnership and joint venture agreements; (f) all agreements relating to material acquisitions or dispositions of any business or product line; (g) all insurance policies currently in effect and covering the Company, its operations or personnel; (h) all bonus, profit sharing, compensation, severance, termination, stock option, pension, retirement, deferred compensation, employment or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee of the Company; (i) all agreements pursuant to which the Company has agreed to pay any rebates; (j) all private label agreements with any of the Company's customers; (k) all supply agreements with any of the Company's suppliers including co-packers, together with any modification thereof or subsequent agreement related thereto; and (l) all agreements, together with any modification thereof or subsequent agreement related thereto, pursuant to which the Company has licensed from, or to, a third party any product formulations, inventions, trade secrets, know-how, trademarks, trademark registrations, trade names, copyrights or other intellectual property that are material, individually or in the aggregate, to the Company. The term Company Material Contract does not made include any purchase orders having a duration of one year or less for products, services or inventory issued or received in the ordinary course of business; (2) Employment contracts and severance agreements; (3) Labor or union contracts; (4) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts involving expenditures or liabilities, actual or potential, in excess of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days; (6) Contracts or commitments relating to commission arrangements with others; (7) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, to engage in any line of business or compete with any person; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of all of the written Contracts listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements thereto.

Contracts and Commitments. Schedule 3.09 lists all of the following contracts, agreements, licenses and commitments to which the Company or ALC is a party or by which it is bound (other than leases and subleases set forth in Schedule 3.16 and the employee benefit materials disclosed in Schedule 3.10) (collectively, the "MATERIAL AGREEMENTS"): (a) Contracts. Schedule 5.9 sets forth a complete mortgages, indentures, security agreements, guaranties or other agreements and accurate list --------- instruments relating to the borrowing of all Contracts money, the extension of credit or the following categories:granting of liens or encumbrances; (1b) Contracts not made employment and consulting agreements; (c) union or other collective bargaining agreements; (d) powers of attorney; (e) sales agency, manufacturers representative and distributorship agreements or other distribution or commission arrangements; (f) licenses of material patent, trademark and other intellectual property rights; (g) contracts or options relating to the sale by the Company or ALC of any asset, other than sales of inventory in the ordinary course of business; (2h) Employment contracts and severance agreements or commitments for capital expenditures in excess of $100,000 for any single project; (i) joint venture agreements; (3j) Labor or union contractsagreements expressly requiring the consent of any party thereto to the consummation of the Merger; (4k) Distributionagreements, franchisearrangements or understandings with any officer, licensedirector, sales, commission, consulting agency employee or advertising contracts which are not cancelable on thirty shareholder of the Company or ALC (30) calendar days noticeother than arrangements with respect to the compensation of employees); (5l) Contracts involving expenditures agreements, contracts or liabilities, actual commitments for any charitable or potential, in excess of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar dayspolitical contribution; (6m) Contracts agreements restricting the Company or commitments relating to commission arrangements with othersALC from relocating, closing or terminating any of their respective operations or facilities; (7n) Promissory notesagreements purporting to limit the right of the Company or ALC to compete in any line of business, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, with any person or other instruments relating to an entity or in any geographic area; (o) any confidentiality, settlement or other similar agreements entered into within the last three years other than those entered into with the Company's customers, suppliers and subcontractors or in connection with a possible disposition of the Company; or (p) any other agreement, contract or obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers other than those arising in the ordinary course of business; (8) Contracts containing covenants limiting ) entered into on or prior to the freedom date hereof calling for or involving the payment, potential payment or accrued obligation by or to the Company or ALC, from the date hereof through the earliest date such agreement, contract or obligation can be terminated unilaterally without material penalty by the Company or ALC, of an amount in excess of $100,000. To the knowledge of the Company and ALC, all of the Material Agreements are legal, valid, binding and in full force and effect, no default exists thereunder on the part of the Company or ALC, and the consummation of the transactions contemplated by this Agreement will not cause any officerdefault or condition in respect of any such Material Agreement, directorthe effect of which is to cause, shareholder permit, create or affiliate, to engage perfect the right in any line party (i) to repudiate or disavow its obligations to the Company or ALC thereunder, (ii) to require or have the right to require the Company or ALC to perform its obligations thereunder (including obligations to pay Indebtedness) prior to such time on which, or on terms and conditions otherwise different from those that, are provided therein or (iii) to recover from the Company or ALC any damages or fines. To the knowledge of business the Company and ALC, no party (including the Company or compete with ALC) to any person; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to conduct the Business as presently conductedsuch Material Agreement is in material default thereunder. The Company has delivered to Sub and Parent trueTrue, correct and complete copies of all of the written Contracts listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretoMaterial Agreements have been delivered or made available to Buyer.

Contracts and Commitments. Except as set forth in Section 3.17 of the Tri-County Disclosure Schedule: (a) Contracts. Schedule 5.9 sets forth a complete and accurate list --------- of all Contracts of the following categories: Tri-County has no agreements, contracts, commitments, or restrictions that are material to its business, prospects, financial condition, working capital, assets, liabilities (1absolute, accrued, contingent or otherwise) Contracts not made in the ordinary course of businessor operations; (2b) Employment There are no purchase contracts and severance agreementsor commitments under which Tri-County is required to pay in excess of two hundred thousand dollars ($200,000.00), which continue for a period of more than twelve (12) months; (3c) Labor There are no outstanding sales contracts or union contractscommitments of Tri-County that call for the payment to, or receipt by, Tri-County of more than two hundred thousand dollars ($200,000.00), which continue for a period of more than twelve (12) months; (4d) DistributionTri-County has no outstanding contracts with officers, franchise, license, sales, commission, consulting agency directors or advertising contracts which employees that are not cancelable by it on notice of not longer than thirty (30) calendar days noticeand without liability, penalty, or premium or any agreement or arrangement providing for the payment of any bonus or commissions based on sales or earnings, except such agreements as are expressly permitted by Section 5.2; (5e) Contracts involving expenditures or liabilities, actual or potential, Tri-County is not restricted by agreement from carrying on its business anywhere in excess of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar daysworld; (6f) Contracts Tri-County has no debt obligation for borrowed money, including guarantees of or commitments relating agreements to commission arrangements with acquire any such debt obligation of others; (7g) Promissory notesTri-County has no power of attorney outstanding or any obligations or liabilities (whether absolute, loansaccrued, agreementscontingent, indenturesor otherwise), evidences as guarantor, surety, co-signer, endorser, co-maker or indemnitor for the obligation of indebtednessany person, letters of creditcorporation, guaranteespartnership, joint venture, association, organization, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, to engage in any line of business or compete with any person; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar daysentity; and (12h) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of all None of the written Contracts listed on Schedule 5.9officers, directors or stockholders of Tri-County has any interest in any property, real or personal, tangible or intangible, including all amendments and supplements theretowithout limitation Intellectual Property, and a written summary setting forth that is used in the material terms and conditions business of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretoTri-County.

Contracts and Commitments. (a) Contracts. Section 2.15 of the Disclosure Schedule 5.9 sets forth contains a complete and accurate list --------- of all Contracts contracts (written or oral), plans, undertakings, commitments or agreements ("Contracts") of the following categoriescategories to which the Company or any of its Subsidiaries is a party or by which any of them is bound as of the date of this Agreement: (1a) Contracts not made employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors or shareholders of the Company, and all severance, change in control or similar arrangements with any officers, employees or agents of the ordinary course Company that will result in any obligation (absolute or contingent) of businessthe Company or any of its Subsidiaries to make any payment to any officers, employees or agents of the Company following either the consummation of the transactions contemplated hereby, termination of employment, or both; (2) Employment contracts and severance agreements; (3b) Labor or union contracts; (4c) Distributionmaterial distribution, franchise, license, sales, commission, consulting agency or advertising contracts contracts; (d) Contracts for the purchase of inventory which are not cancelable on thirty (30without material penalty, cost or other liability) calendar days notice; within one (51) year (other than Contracts for the purchase of holiday goods in accordance with customary industry practices) and other Contracts made in the ordinary course of business involving annual expenditures or liabilities, actual or potential, liabilities in excess of $5,000 or otherwise material to the Company, taken as a whole, and 400,000 which are not cancelable (without material penalty, cost or other liability) within thirty ninety (3090) calendar days; (6e) Contracts or commitments relating to commission arrangements with others; (7) Promissory promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, indebtedness or other instruments relating to an obligation to pay providing for the lending of money, whether the Company shall be the as borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers guarantor, in the ordinary course excess of business$250,000; (8) f) Contracts (other than Leases) containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, of its Subsidiaries to engage in any line of business or compete with any personPerson or operate at any location; (9g) Any joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any Property and/or Facility on behalf of the Company or its Subsidiaries; (h) any Contract with where the United Statescustomer under such Contract is a federal, state or local government or any agency or department thereofgovernment; (10i) Leases any Contract pending for the acquisition, directly or indirectly (by merger or otherwise) of real property; material assets (11other than inventory) Leases or capital stock of personal property not cancelable (without liability) within thirty (30) calendar daysanother Person; and (12j) Governmental Contracts involving annual expenditures or regulatory Permits liabilities in excess of $400,000 which are not concealable (without material penalty, cost or approvals required to conduct the Business as presently conductedother liability) within ninety (90) days. The Company has delivered to Sub and Parent true, correct and complete True copies of all of the written Contracts listed on identified in Section 2.15 of the Disclosure Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements theretohave been delivered or made available to Parent.

Contracts and Commitments. (a) Contracts. Schedule 5.9 sets forth a complete and accurate --------- list --------- of all Contracts of the following categories: (1) Contracts not made in the ordinary course of business; (2) Employment contracts and severance agreements; (3) Labor or union contracts; (4) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts involving expenditures or liabilities, actual or potential, in excess of $5,000 or otherwise material to the Company15,000, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days; (6) Contracts or commitments relating to commission arrangements with others; (7) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, to engage in any line of business or compete with any person; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar days; and (12) Governmental or regulatory Permits or approvals required to conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of all of the written Contracts listed on Schedule 5.9, including all amendments and supplements thereto, and a written summary setting forth the material terms and conditions of each and every oral Contract listed on Schedule 5.9, including all amendments and supplements thereto.

Contracts and Commitments. (a) Contracts. Schedule 5.9 sets forth The Disclosure Schedule, under the caption referencing this Section 4.14, lists the following contracts, commitments and/or binding understandings, whether oral or written, to which Seller is a complete party and accurate list --------- of all Contracts which are currently in effect, and which relate to the operation of the following categories:Business or the Assets (each a "Disclosed Contract"): (1i) Contracts not made in the ordinary course of businessall employment or consulting agreements, employee benefit plans and union or collective bargaining agreements and all noncompetition and/or confidentiality agreements Seller has entered into with its current and former employees; (2ii) Employment all sales agency or advertising agency contracts; (iii) all material contracts terminable by the other party thereto upon a change of control of Seller or upon the failure of Seller to satisfy financial or performance criteria specified in such contract; (iv) all leases of personal property (to the extent not otherwise disclosed in the Disclosure Schedule under the caption referencing Section 4.10); (v) all contracts relating to the performance and severance payment of any surety bond or letter of credit required to be maintained by Seller; (vi) all confidentiality or nondisclosure agreements not disclosed pursuant to Section 4.14(a)(i); (vii) all stock purchase or stock option plans; (viii) all agreements or indentures relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Assets; (ix) any guaranty of any obligation for borrowed money or otherwise; (x) all contracts or group of related contracts with the same party for the purchase of products or services under which the obligation to purchase such products or services after the Closing Date is in excess of $100,000; (xi) all contracts or group of related contracts with the same party for the sale of products or services under which the obligation to provide such products or services after the Closing Date has a sales price in excess of $100,000; (xii) agreements for the sale of any capital asset; (xiii) all franchise agreements; (3xiv) Labor contract or union contracts; (4) Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts involving commitment for capital expenditures or liabilities, actual or potential, in excess of $5,000 100,000; (xv) all contracts which by their express terms prohibit Seller and/or the Shareholders from freely engaging in business anywhere in the world; (xvi) all development, consulting, license (other than licenses for off- the-shelf computer software) or otherwise other agreements providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed under the caption referencing Section 4.15(a) in the Disclosure Schedule; (xvii) all bonus, pension, phantom stock, profit sharing, retirement or other forms of deferred compensation plans, other than those described in the Disclosure Schedule under the caption referencing Section 4.19 (or excluded by such section from inclusion thereunder); (xviii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal, other than as described in the Disclosure Schedule under the caption referencing Section 4.19 (or excluded by such section from inclusion thereunder); (xix) lease or agreement under which it is the lessor of, or permits any third party to hold or operate, any property, real or personal; (xx) any other agreement of Seller not entered into in the Ordinary Course of Business or that is material to the CompanyAssets, taken as a wholeBusiness, and not cancelable (without liability) within thirty (30) calendar days; (6) Contracts financial condition or commitments relating to commission arrangements with others; (7) Promissory notes, loans, agreements, indentures, evidences results of indebtedness, letters operation of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, to engage in any line of business or compete with any person; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (11) Leases of personal property not cancelable (without liability) within thirty (30) calendar daysSeller; and (12xxi) Governmental or regulatory Permits or approvals any agreement of Seller relating to the Business that is not assignable to Buyer. (b) With respect to each Disclosed Contract and each Assumed Contract, (i) Seller has performed all material obligations where such obligations were required to conduct be performed by it thereunder, (ii) Seller is not in receipt of any written claim of default thereunder, (iii) Seller has no present expectation or intention of not fully performing any obligation thereunder and (iv) Seller is not aware of any breach or anticipated breach by the Business as presently conducted. The Company other party thereto. (c) Prior to the date of this Agreement, Seller has delivered made available to Sub and Parent Buyer a true, correct and complete copies copy of each written Assumed Contract, together with all of the written Contracts listed on Schedule 5.9amendments, including all amendments and supplements waivers or other changes thereto, and a written summary setting forth the material terms and conditions description of each and every oral Assumed Contract listed on Schedule 5.9, including all amendments and supplements theretowhere the minimum annual payment obligation thereunder by either party exceeds $50,000.