Common use of Material Contracts and Commitments Clause in Contracts

Material Contracts and Commitments. (a) Section 3.16 of the Company Disclosure Schedule contains a true and complete list as of the date of this Agreement of all of the following contracts, agreements and commitments, whether oral or written ("Contracts"), to which the Company or any of its subsidiaries is a party or by which any of them or any of their material Company Assets is bound, as each such contract or commitment may have been amended, modified or supplemented: (i) any agreement (including all master commitments and pool purchase contracts) between the Company or any of its subsidiaries and any Agency or Investor pursuant to which the Company and its subsidiaries sold more than $175 million in principal amount of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage Loans; (ii) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for rent in excess of $100,000 during any twelve-month period; (iii) any agreement for the lease of real property providing for the payment of rent in excess of $250,000 during any twelve-month period; (iv) any agreement (or group of related agreements) or indemnity under which the Company or any of its subsidiaries has created, incurred, assumed or guaranteed any debt including without limitation any indebtedness for borrowed money, warehouse lines of credit, or any capitalized lease or purchase money obligation (except for intercompany obligations); (v) any agreement under which the Company or any of its subsidiaries has granted a lien, pledge, security interest or other encumbrance upon any of its material assets; (vi) any agreement under which the Company or any of its subsidiaries has an obligation to indemnify a director, officer or employee; (vii) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis other than oral retainers of professionals terminable at will except for employment agreements of employees with a salary of less than $100,000 who have signed the Company's or any of its subsidiaries' standard form employment agreement (excluding commissioned employees); (viii) any agreement concerning confidentiality or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employment, (B) related to Company Stock Options, (C) entered into with any Person in connection with the proposed sale of the Company and (D) that do not materially restrict the manner in which the Company or any of its subsidiaries conduct its business; (ix) any other plan, contract or arrangement, whether formal or informal, which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branches) for the benefit of one or more of the current or former directors, officers or employees of the Company (other than Company Employee Plans described in Section 3.12(a)); (x) any guaranty or suretyship, performance bond or contribution agreement; (xi) any marketing, sales representative or dealership agreement with respect to which the fees paid or payable by the Company are or will be in excess of $100,000; any material agreement relating to e-commerce or agreements related to the Company's "net branches"; and (xii) any other material contract or commitment. (b) The Company has heretofore made available to the Parent true and complete copies of all of the Contracts required to be set forth in Section 3.16 of the Company Disclosure Schedule. Each such Contract is a valid and binding agreement of the Company or one of its subsidiaries in accordance with its terms, and is in full force and effect (except as set forth in Section 3.16 of the Company Disclosure Schedule), except where the failure to be valid and binding and in full force and effect would not individually or in the aggregate have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in default with respect to any such Contract, nor (to the Company's Knowledge) does any condition exist that with notice or lapse of time or both would constitute such a default thereunder or permit any other party thereto to terminate such Contract, except as would not have a Material Adverse Effect. To the Company's Knowledge, no other party to any such Contract is in default in any respect with respect to any such Contract, which would have a Material Adverse Effect. No party has given any written notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby or otherwise, which would have a Material Adverse Effect. Each Contract identified in Section 3.16 of the Company Disclosure Schedule in response to any item under this Section 3.16 shall be deemed incorporated by reference to all other items in this Section 3.16.

Material Contracts and Commitments. (a) Section 3.16 3.15 of the Company Disclosure Schedule contains Letter sets forth a true complete and complete correct list as of the date of this Agreement of all of the following contracts, agreements oral and commitments, whether oral written contracts or written ("Contracts"), arrangements pursuant to which the Company Holdings or any of its subsidiaries the Division Subsidiaries is a party to or bound by or which relate to the operation of the Division or the assets of the Division, other than any such contracts or arrangements that involve obligations of them Holdings or the Division Subsidiaries in any twelve-month period of their material Company Assets is bound$100,000 or less or which are listed in Section 6.2 of the Disclosure Letter (individually, as each such contract or commitment may have been amendeda “Material Contract” and, modified or supplemented:collectively, the “Material Contracts”): (i) any agreement (including all master commitments and pool purchase contracts) between the Company contract that provides for payment to Holdings or any Division Subsidiary for the performance of its subsidiaries and any Agency or Investor pursuant to which the Company and its subsidiaries sold more than services in an amount in excess of $175 million in principal amount of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage Loans250,000 annually; (ii) any contract to be performed relating to capital expenditures in excess of $100,000 in any calendar year, or in the aggregate requiring capital expenditures in excess of $500,000 (except for any such contract referenced in clause (xii) below); (iii) any contract not entered into the ordinary course of business, requiring payments by or to Holdings or any Division Subsidiary in excess of $500,000; (iv) any contract which contains restrictions with respect to payment of dividends or any other distribution in respect of the capital stock or other equity interest of Holdings or any Division Subsidiary; (v) any guarantee in respect of any indebtedness or obligation of any Person in an amount in excess of $500,000 (other than with respect to any indebtedness or obligation of Holdings or any Division Subsidiary); (vi) any contract limiting, in any material respect, the ability of Holdings or any Division Subsidiary to operate the Division, engage in any line of business, operate in any geographical area or to compete with any Person or to use any assets of the Division (including the Intellectual Property Rights); (vii) any contract under which Holdings or any Division Subsidiary has borrowed or loaned money in excess of $500,000 (excluding Intercompany Indebtedness), or any mortgage, note, bond, indenture or other evidence of Indebtedness or guaranteed any other Indebtedness under which it has imposed a Lien on any of its assets, tangible or intangible or any guarantee of Indebtedness to non-affiliated third parties; (viii) any material joint venture, jointly owned partnership or other similar joint ownership agreements; (ix) contracts or consent decrees of Governmental Entities to which Holdings or any of the Division Subsidiaries are bound; (x) any employment, collective bargaining, severance or change of control contract of a Continuing Division Employee. (xi) any agreement (or group of related agreements) for the lease of real or personal property to or from any Person providing for rent lease payments in excess of $100,000 during any twelve-month periodper annum; (iii) any agreement for the lease of real property providing for the payment of rent in excess of $250,000 during any twelve-month period; (ivxii) any agreement (or group of related agreements) for the purchase or indemnity under sale of 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 (1) year and involve consideration in excess of $500,000; (xiii) any material agreement concerning obligations of confidentiality other than those in the Company ordinary course of business or entered into prior to the date of this Agreement with potential purchasers of the Division Subsidiaries; (xiv) any outstanding powers of attorney granting broad power on behalf of Holdings or any of its subsidiaries has created, incurred, assumed or guaranteed any debt including without limitation any indebtedness for borrowed money, warehouse lines of credit, or any capitalized lease or purchase money obligation (except for intercompany obligations)the Division Subsidiaries; (v) any agreement under which the Company or any of its subsidiaries has granted a lien, pledge, security interest or other encumbrance upon any of its material assets; (vi) any agreement under which the Company or any of its subsidiaries has an obligation to indemnify a director, officer or employee; (viixv) any agreement for the employment of any individual employee on a full-time, part-time, consulting consulting, or other basis providing annual compensation in excess of $150,000 (other than oral retainers of professionals terminable at will except for employment agreements of non-executive employees with a salary of less than $100,000 who have signed in the Company's or any of its subsidiaries' standard form employment agreement (excluding commissioned employeessales group); (viiixvi) any agreement concerning confidentiality under which it has advanced or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employment, (B) related loaned any amount to Company Stock Options, (C) entered into with any Person in connection with the proposed sale of the Company and (D) that do not materially restrict the manner in which the Company or any of its subsidiaries conduct its business; (ix) any other plan, contract or arrangement, whether formal or informal, which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branches) for the benefit of one or more of the current or former directors, officers or employees of the Company (other than Company Employee Plans described in Section 3.12(a)); (x) any guaranty or suretyship, performance bond or contribution agreement; (xi) any marketing, sales representative or dealership agreement with respect to which the fees paid or payable by the Company are or will be employee in excess of $100,000; any material agreement relating to e-commerce or agreements related to the Company's "net branches"10,000; and (xiixvii) any settlement, co-existence conciliation or similar agreement, the performance of which will involve payment or other material contract or commitmentobligations after the Closing Date. (b) The Company has heretofore made available to the Parent true and complete copies of all (i) Each of the Material Contracts required to be set forth is, in Section 3.16 of the Company Disclosure Schedule. Each such Contract is a valid and binding agreement of the Company or one of its subsidiaries in accordance with its termsall material respects, and is in full force and effect effect, except that (except as set forth a) enforcement of any Material Contract may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in Section 3.16 effect, relating to or limiting creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Company Disclosure Schedule)court before which any proceeding therefor may be brought; (ii) there is no pending material default under or material breach of any Material Contract by Holdings, except where any Division Subsidiary of WIN or any of its Affiliates party thereto, and no event has occurred that, with the failure lapse of time or the giving of notice or both, would constitute a material default thereunder by Holdings, any Division Subsidiary of WIN or any of its Affiliates party thereto, and (iii) no party to be valid and binding and any such Material Contract has given written notice to Holdings, any Division Subsidiary or any of its Affiliates of, or made a written claim against Holdings, any Division Subsidiary of WIN or any of its Affiliates with respect to, any material breach or default thereunder. (c) To the Knowledge of WIN, no other contracting party to any Material Contract is now in full force and effect would not individually material breach thereof or has breached the same in any material respect within the aggregate have a Material Adverse Effect. Neither twelve-month period prior to the Company date hereof. (d) None of Holdings, the Division Subsidiaries, WIN nor any of its subsidiaries is in default with respect to Affiliates have received written notice that any such Contract, nor (to the Company's Knowledge) does any condition exist that with notice or lapse of time or both would constitute such a default thereunder or permit any other party thereto to terminate such Contract, except as would not have a Material Adverse Effect. To the Company's Knowledge, no other party to any such Material Contract is in default in any respect with respect intends to cancel or terminate any such Contract, which would have a Material Adverse Effect. No party has given any written notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of exercise or not to exercise any such Contract, option or extension right thereunder whether as a result of the transactions contemplated hereby this transaction or otherwise, which would have a Material Adverse Effect. Each Contract identified in Section 3.16 of the Company Disclosure Schedule in response to any item under this Section 3.16 shall be deemed incorporated by reference to all other items in this Section 3.16.

Material Contracts and Commitments. (a) Section 3.16 3.17 of ---------------------------------- the Company Disclosure Schedule contains a true and complete list as of the date of this Agreement of all of the following contracts, agreements and commitments, whether oral or written ("Contracts"), to which the Company or any of its subsidiaries is a party or by which any of them or any of their material Company Assets is are bound, as each such contract or commitment may have been amended, modified or supplemented: (i) all Contracts pursuant to which the Company or its subsidiaries holds a leasehold interest in or otherwise has an economic interest in one or more hotel facilities; (ii) all Contracts providing for management of any agreement hotel or hotel business by the Company or any of its subsidiaries; (including iii) all master commitments and pool purchase contractsContracts granting a franchise or license to utilize a brand name or other rights of a hotel chain or system, or granting a license or sublicense of any material trademark, trade name, copyright, patent, service ▇▇▇▇ or trade secret, or any rights therein or application therefor; (iv) between all partnership or joint venture Contracts; (v) all loan agreements, notes, bonds, debentures, debt instruments, evidences of indebtedness, debt securities, or other Contracts relating to any indebtedness of the Company or any of its subsidiaries and any Agency or Investor pursuant to which the Company and its subsidiaries sold more than $175 million in principal an amount of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage Loans; (ii) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for rent in excess of $100,000 during any twelve-month period; (iii) any agreement for 1,000,000, or involving the lease of real property providing for the payment of rent in excess of $250,000 during any twelve-month period; (iv) any agreement (direct or group of related agreements) indirect guaranty or indemnity under which suretyship by the Company or any of its subsidiaries has created, incurred, assumed or guaranteed any debt including without limitation of any indebtedness for borrowed money, warehouse lines in an amount in excess of credit, or any capitalized lease or purchase money obligation (except for intercompany obligations)$1,000,000; (vvi) any agreement under which all Contracts that, after the date hereof, obligate the Company or any of its subsidiaries has granted a liento pay, pledge, security interest or other encumbrance upon any encumber or restrict assets in an amount in excess of its material assets$500,000; (vivii) any agreement under all Contracts by which the Company has committed to extend credit in a material amount to third parties; and (viii) all Contracts that limit or restrict the ability of the Company or any of its subsidiaries has an obligation affiliates to indemnify a director, officer compete or employee; (vii) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis other than oral retainers of professionals terminable at will except for employment agreements of employees with a salary of less than $100,000 who have signed the Company's or any of its subsidiaries' standard form employment agreement (excluding commissioned employees); (viii) any agreement concerning confidentiality or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employment, (B) related otherwise to Company Stock Options, (C) entered into with any Person conduct business in connection with the proposed sale of the Company and (D) that do not materially restrict the manner in which the Company or any of its subsidiaries conduct its business; (ix) any other plan, contract or arrangement, whether formal or informal, which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branches) for the benefit of one or more of the current or former directors, officers or employees of the Company (other than Company Employee Plans described in Section 3.12(a)); (x) any guaranty or suretyship, performance bond or contribution agreement; (xi) any marketing, sales representative or dealership agreement with respect to which the fees paid or payable by the Company are or will be in excess of $100,000; any material agreement relating to e-commerce manner or agreements related to the Company's "net branches"; and (xii) any other material contract or commitmentplace. (b) The Company has heretofore made available to the Parent Purchaser true and complete copies of all of the Contracts required to be set forth in Section 3.16 3.17 of the Company Disclosure Schedule. Each such Contract is a valid and binding agreement of the Company or one of its subsidiaries in accordance with its terms, and is in full force and effect (except as set forth in Section 3.16 3.17 of the Company Disclosure Schedule), except where the failure to be valid and binding and in full force and effect would not individually or in the aggregate have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in default in any material respect with respect to any such Contract, nor (to the knowledge of the Company's Knowledge) does any condition exist that with notice or lapse of time or both would constitute such a material default thereunder or permit any other party thereto to on terminate such Contract, except as would not have a Material Adverse Effect. To the knowledge of the Company's Knowledge, no other party to any such Contract is in default in any material respect with respect to any such Contract. Except as set forth in Section 3.17 of the Company Disclosure Schedule, which would have a Material Adverse Effect. No no party has given any written or (to the knowledge of the Company) oral notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of of, or seek to terminate or cancel, any such Contract, whether as a result of the transactions contemplated hereby or otherwise, which would have a Material Adverse Effect. Each Contract identified in Section 3.16 3.17 of the Company Disclosure Schedule in response to any item under this Section 3.16 3.17 shall be deemed incorporated by reference to all other items in this Section 3.163.17.

Material Contracts and Commitments. (a) Section 3.16 3.15 of the Company Disclosure Schedule contains a true and complete list as of the date of this Agreement of all of the following contracts, agreements and commitments, whether oral or written ("Contracts"), to which the Company or any of its subsidiaries is a party or by which any of them or any of their material Company Assets is bound, as each such contract or commitment may have been amended, modified or supplemented: (i) any agreement (including all master commitments and pool purchase contracts) between the Company or any of its subsidiaries and any Agency or Investor pursuant to which the Company and its subsidiaries sold more than $175 million in principal amount of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage Loans; (ii) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for rent in excess of $100,000 during any twelve-month periodPerson; (iiiii) any agreement for the lease of real property providing for the payment of rent in excess of $250,000 during any twelve-month periodproperty; (iviii) any agreement (or group of related agreements) or indemnity under which the Company or any of its subsidiaries has created, incurred, assumed or guaranteed any debt including without limitation any indebtedness for borrowed money, warehouse lines of credit, or any capitalized lease or purchase money obligation (except for intercompany obligations); (viv) any agreement under which the Company or any of its subsidiaries has granted a lien, pledge, security interest or other encumbrance upon any of its material assets; (viv) any agreement under which the Company or any of its subsidiaries has an obligation to indemnify a director, officer or employee; (viivi) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis other than oral retainers of professionals terminable at will except for employment agreements of employees with a salary of less than $100,000 who have signed the Company's or any of its subsidiaries' standard form employment agreement (excluding commissioned employees)agreement; (viiivii) any agreement concerning confidentiality or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employmentemployment agreements, (B) related to Company Stock Options, (C) entered into with any Person in connection with the proposed sale of the Company and (D) that do not materially restrict the manner in which the Company or any of its subsidiaries conduct its business; (ixviii) any other plan, contract or arrangement, whether formal or informal, which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branchesagreements) for the benefit of one or more of the current or former directors, officers or employees of the Company (other than Company Employee Plans described in Section 3.12(a3.11(a));; and (xix) any guaranty or suretyship, performance bond or contribution agreement; (xi) any marketing, sales representative or dealership agreement with respect to which the fees paid or payable by the Company are or will be in excess of $100,000; any material agreement relating to e-commerce or agreements related to the Company's "net branches"; and (xii) any other material contract or commitment. (b) The Company has heretofore made available to the Parent true and complete copies of all of the Contracts required to be set forth in Section 3.16 3.15 of the Company Disclosure ScheduleSchedule and all ongoing material contracts with its customers. Each As to the Company, and to the Company's knowledge as to other parties thereto, each such Contract is a valid and binding agreement of the Company or one of its subsidiaries in accordance with its terms, and is in full force and effect (except as set forth in Section 3.16 3.15 of the Company Disclosure Schedule), except where the failure to be valid and binding and in full force and effect would not individually or in the aggregate have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in default with respect to any such Contract, nor (to the Company's Knowledge) does any condition exist that with notice or lapse of time or both would constitute such a default thereunder or permit any other party thereto to terminate such Contract, except as would not have a Material Adverse Effect. To the Company's Knowledge, no other party to any such Contract is in default in any respect with respect to any such Contract, which would have a Material Adverse Effect. No party has given any written notice to the Company or any of its subsidiaries (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby or otherwise, which would have a Material Adverse Effect. Each Contract identified in Section 3.16 3.15 of the Company Disclosure Schedule in response to any item under this Section 3.16 3.15 shall be deemed incorporated by reference to all other items in this Section 3.163.15.

Material Contracts and Commitments. (ai) Section 3.16 of the Company Disclosure Schedule contains a true and complete list as of the date 5(k) of this Agreement of all lists each of the following contracts, agreements and commitments, whether oral or written ("Contracts"), Contracts to which the a Company or any of its subsidiaries is currently a party or by which any of them its assets are bound (collectively, the “Material Contracts”): (A) any agreement relating to bank debt (including without limitation, the ▇▇▇▇▇▇▇ Loan, obligations for borrowed money or guarantees thereof, interest rate swaps or hedging arrangements, sale and leaseback transactions, all Contracts relating to indebtedness or other similar financing transactions of the Company (including those with or from any Company Owners or any of their material affiliates or related entities, the “Affiliate Loans”)(collectively, all obligations in Section 5(k)(i)(A) “Indebtedness”), (B) any Government Contracts, agreements, or understandings, (C) any lease (including subleases) of the Company Assets is boundReal Property by the Company (including with Renovo), as each such contract (D) any mortgage, pledge, conditional sales contract, security agreement, option, or any other similar agreement with respect to any interest of the Company in personal property or, to the extent not included in Section 5(k)(i)(A), the Company Real Property, (E) any Contract to acquire equipment or commitment may have been amendedto make capital expenditures by the Company of $20,000 or more, modified or supplemented: (iF) any agreement Contract for the sale of any material properties or assets, or for the grant of any preferential right to purchase any such material properties or assets, or which requires the Consent of any third party to the transfer and assignment of any such material properties or assets, (G) any Contract requiring the Company to indemnify any Person or assume any Tax, environmental or other Liability of any Person, including all master commitments and pool purchase contracts) between indemnification arrangements with any current or former officer, director, employee or agent of the Company or any of its subsidiaries affiliates, (H) any partnership, joint venture, strategic alliance or cooperation agreement (or any Contract similar to the foregoing), (I) any power of attorney or similar documents granted by the Company, (J) any Contract that provides for payment obligations of the Company (whether contingent or otherwise) in respect of earn-outs, deferred purchase price arrangements (including, without limitations, indemnification escrow arrangements), or similar arrangements that have arisen in connection with investments in or acquisitions of any Person or the assets, rights, or properties of any Person, (K) any Contract which would prohibit, prevent, or materially delay, impede, or impair the consummation of any Post-Merger Acquisition or any of the Related Transactions; (L) any Contract with any Company Owner or their immediate family members, affiliates or related entities not otherwise disclosed pursuant to this Section 5(k), and (M) any Agency other Contract that is material to the Company and not previously disclosed pursuant to this Section 5(k). (ii) The Company does not have any employment, severance, change in control, consulting or Investor pursuant other similar agreement or arrangements with any member, manager, executive officer, or other employee of the Company, or member, or with any independent contractors or consultants (or similar arrangements) to which the Company and its subsidiaries sold more than $175 million in principal amount of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage Loans; (ii) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for rent in excess of $100,000 during any twelve-month period;is a party. (iii) any agreement for the lease of real property providing for the payment of rent The Company is not in excess of $250,000 during any twelve-month period; (iv) any agreement (material breach or group of related agreements) or indemnity under which the Company or any of its subsidiaries has created, incurred, assumed or guaranteed any debt including without limitation any indebtedness for borrowed money, warehouse lines of creditviolation of, or any capitalized lease or purchase money obligation (except for intercompany obligations); (v) any agreement under which the Company or any of its subsidiaries has granted a lien, pledge, security interest or other encumbrance upon any of its material assets; (vi) any agreement under which the Company or any of its subsidiaries has an obligation to indemnify a director, officer or employee; (vii) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis other than oral retainers of professionals terminable at will except for employment agreements of employees with a salary of less than $100,000 who have signed the Company's or any of its subsidiaries' standard form employment agreement (excluding commissioned employees); (viii) any agreement concerning confidentiality or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employment, (B) related to Company Stock Options, (C) entered into with any Person in connection with the proposed sale of the Company and (D) that do not materially restrict the manner in which the Company or any of its subsidiaries conduct its business; (ix) any other plan, contract or arrangement, whether formal or informal, which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branches) for the benefit of one or more of the current or former directors, officers or employees of the Company (other than Company Employee Plans described in Section 3.12(a)); (x) any guaranty or suretyship, performance bond or contribution agreement; (xi) any marketing, sales representative or dealership agreement with respect to which the fees paid or payable by the Company are or will be in excess of $100,000; any material agreement relating to e-commerce or agreements related to the Company's "net branches"; and (xii) any other material contract or commitment. (b) The Company has heretofore made available to the Parent true and complete copies of all of the Contracts required to be set forth in Section 3.16 of the Company Disclosure Schedule. Each such Contract is a valid and binding agreement of the Company or one of its subsidiaries in accordance with its terms, and is in full force and effect (except as set forth in Section 3.16 of the Company Disclosure Schedule), except where the failure to be valid and binding and in full force and effect would not individually or in the aggregate have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in default with respect to under any such Material Contract, nor (nor, to the Knowledge of the Company's Knowledge) does , are any condition exist that other parties to such agreements in default, and no act or omission has occurred which, with notice or lapse of time or both both, would constitute such a material breach, violation, or default thereunder under any term or permit any other party thereto to terminate such Contract, except as would not have a Material Adverse Effect. To the Company's Knowledge, no other party to any such Contract is in default in any respect with respect to any such Contract, which would have a Material Adverse Effect. No party has given any written notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach provision of any such Contract. True and complete copies of all Material Contracts (including all modifications, whether as a result amendments and supplements thereto and waivers thereunder) have been furnished to Kingfish prior to the date of the transactions contemplated hereby or otherwise, which would have a Material Adverse Effectthis Agreement. Each Material Contract identified is valid, legally binding, enforceable (subject to the Bankruptcy and Equity Exception) and is in Section 3.16 of the Company Disclosure Schedule in response to any item under this Section 3.16 shall be deemed incorporated by reference to all other items in this Section 3.16full force and effect.

Material Contracts and Commitments. (a) Section 3.16 of Except as set forth on the attached Material Contracts Schedule, neither the Company Disclosure Schedule contains a true and complete list nor any of its Subsidiaries as of the date of this Agreement is a party to any written: (i) contract relating to the incurrence, assumption or guarantee of all any indebtedness or to mortgaging, pledging or otherwise placing a Lien on any of the following contractsCompany's and its Subsidiaries' assets, agreements other than Permitted Liens; (ii) license or royalty agreement involving expected payments of more than $100,000 in 2005; (iii) contract imposing any geographic restrictions upon the ability of the Company and commitmentsits Subsidiaries to freely engage in their businesses anywhere in the world or limiting their right to compete in any line of business; (iv) guaranty of any obligation of any Person (other than the Company or its Subsidiaries); (v) contract relating to the supply, whether oral manufacturing, distribution, marketing, advertising or written promotion of products or services ("Contracts"to or for the Company or its Subsidiaries) involving in any such case payments of more than $100,000 per year (other than sales or purchases made pursuant to purchase orders in the ordinary course of business); (vi) contract relating to the pending acquisition of a business or, except for inventory and other tangible property acquired in the ordinary course of business, assets having a fair market value in excess of $100,000; (vii) contract relating to which the pending sale of any assets or the grant to any Person of any preferential rights to purchase any of its assets involving more than $100,000, other than sales of inventory in the ordinary course of business; (viii) contract with any labor union or association or collective bargaining agreement; (ix) consulting agreement providing for payments thereunder by the Company in excess of $100,000 per year; (x) Intellectual Property Licenses (excluding (A) licenses for software licensed to the Company or any of its subsidiaries is Subsidiaries on customary terms for a party or license fee in any one year of no more than $50,000 and (B) licenses granted by which any of them or any of their material Company Assets is bound, as each such contract or commitment may have been amended, modified or supplemented: (i) any agreement (including all master commitments and pool purchase contracts) between the Company or any of its subsidiaries and any Agency or Investor pursuant to which Subsidiaries in the Company and its subsidiaries sold more than $175 million in principal amount ordinary course of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage Loansbusiness); (iixi) contract (other than Terminated Contracts) under which a Person (other than the Company or any agreement (Subsidiary) is advanced or group of related agreements) for the lease of personal property to or from any Person providing for rent in excess of loaned an amount exceeding $100,000 during any twelve-month period100,000; (iiixii) contract with any agreement for the lease stockholder or any current or former officer, director, stockholder or Affiliate of real property providing for the payment of rent in excess of $250,000 during any twelve-month period; (iv) any agreement (or group of related agreements) or indemnity under which the Company or any of its subsidiaries has created, incurred, assumed or guaranteed any debt including without limitation any indebtedness for borrowed money, warehouse lines of credit, or any capitalized lease or purchase money obligation (except for intercompany obligations)Subsidiaries; (vxiii) contract pursuant to which any agreement under which the Company party is required to purchase or any sell a stated portion of its subsidiaries has granted a lienrequirements or output from or to another party; or (xiv) contract providing for severance, pledgeretention, security interest change in control or other encumbrance upon any of its material assetssimilar payments; (vixv) any agreement under which the Company or any of its subsidiaries has an obligation to indemnify a director, officer or employee; (vii) any agreement contract for the employment of any individual on a full-time, part-time, time or consulting or other basis other than oral retainers providing annual compensation in excess of professionals terminable at will except for employment agreements $100,000; or (xvi) contract (or group of employees with a salary related contracts) not otherwise listed on the Material Contracts Schedule which involves the expenditure of less more than $100,000 who have signed 250,000 annually or $500,000 in the Company's aggregate. (xvii) outstanding material agreement of guaranty, surety or any of its subsidiaries' standard form employment agreement indemnification (excluding commissioned employees); (viii) any agreement concerning confidentiality or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employment, (B) related to Company Stock Options, (C) Intellectual Property Licenses entered into with any Person in connection with the proposed sale ordinary course of the Company and (D) that do not materially restrict the manner in which business), by the Company or any of its subsidiaries conduct its business; (ix) any other plan, contract or arrangement, whether formal or informal, which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branches) for the benefit of one or more of the current or former directors, officers or employees of the Company (other than Company Employee Plans described in Section 3.12(a)); (x) any guaranty or suretyship, performance bond or contribution agreement; (xi) any marketing, sales representative or dealership agreement with respect to which the fees paid or payable by the Company are or will be in excess of $100,000; any material agreement relating to e-commerce or agreements related to the Company's "net branches"; and (xii) any other material contract or commitmentSubsidiaries. (b) The Company has heretofore made available to the Parent Buyer a true and complete copies correct copy of all written contracts which are referred to on the Material Contracts Schedule, together with all material amendments, waivers or other changes thereto. (c) Each of the contracts listed on the Material Contracts required to be set forth Schedule is in Section 3.16 full force and effect and is the legal, valid and binding obligation of the Company Disclosure Schedule. Each such Contract is a valid and binding agreement of the Company or one of and/or its subsidiaries Subsidiaries, enforceable against them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in full force a proceeding at law or in equity) and effect (except as set forth in Section 3.16 of the Company Disclosure Schedule), except where the failure to be valid and binding and in full force and effect would not reasonably be expected to result, individually or in the aggregate have aggregate, in a Material Adverse Effect. Neither the Company nor any of its subsidiaries Subsidiaries is in material default with respect under any contract listed on the Material Contracts Schedule, nor to the knowledge of the Company, is any other party to any such Contractcontract listed on the Material Contracts Schedule in default thereunder, nor (and to the Company's Knowledge) does any condition exist knowledge of the Company no event has occurred that with notice or the lapse of time or the giving of notice or both would constitute such a material default thereunder or permit any other party thereto to terminate such Contract, except as would not have a Material Adverse Effectthereunder. To the Company's Knowledgeknowledge, no other party to any such Contract is in default in of the contracts listed on the Material Contracts Schedule has exercised any respect termination or indemnification rights with respect to any such Contract, which would have a Material Adverse Effect. No party has given any written notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby or otherwise, which would have a Material Adverse Effect. Each Contract identified in Section 3.16 of the Company Disclosure Schedule in response to any item under this Section 3.16 shall be deemed incorporated by reference to all other items in this Section 3.16thereto.

Material Contracts and Commitments. (a) Section 3.16 Schedule 3.9(a) of the Company Disclosure Schedule contains a true and complete list as of the date of this Agreement of Schedules lists all of the following contracts, agreements and commitments, whether oral or written ("Contracts"), Contracts to which the any Company or any of its subsidiaries is a party or by and which any of them or any of their material Company Assets is bound, as each such contract or commitment may have been amended, modified or supplemented:are currently in effect (the “Material Contracts”): (i) any agreement (including all master commitments and pool purchase contracts) Any Contract between the Company or any of its subsidiaries Companies and any Agency or Investor pursuant to which the Company and its subsidiaries sold more retail sellers of motor fuel, other than $175 million in principal amount of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts Tenant Leases (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage LoansTenant Leases otherwise scheduled on Schedule I); (ii) Any Contract that by its terms grants any agreement (right of first refusal or group option to purchase or otherwise acquire any interest in any of related agreements) for the lease of personal property to properties or from any Person providing for rent in excess of $100,000 during any twelve-month periodassets owned by the Companies; (iii) Any Contract between the Companies and any agreement for the lease of real property providing for the payment of rent in excess of $250,000 during any twelve-month periodmajor oil company; (iv) any agreement Any Contract involving aggregate consideration in excess of $300,000, which in each case, cannot be cancelled by the Companies without penalty or without more than three hundred sixty-five (or group of related agreements365) or indemnity under which the Company or any of its subsidiaries has created, incurred, assumed or guaranteed any debt including without limitation any indebtedness for borrowed money, warehouse lines of credit, or any capitalized lease or purchase money obligation (except for intercompany obligations)days’ notice; (v) Any Contract that provides for any agreement under which the Company hedging or any of its subsidiaries has granted a lien, pledge, security interest or other encumbrance upon any of its material assetsswap arrangement; (vi) any agreement under which Any Contract providing for the sale of more than $500,000 of Company or any assets, other than in the ordinary course of its subsidiaries has an obligation to indemnify a director, officer or employeebusiness; (vii) any agreement Any Contract providing for the employment acquisition of any individual on a full-timeoperating business or the capital stock of any other Person, part-time, consulting or other basis other than oral retainers in each case involving payments in excess of professionals terminable at will except for employment agreements of employees with a salary of less than $100,000 who have signed the Company's or any of its subsidiaries' standard form employment agreement (excluding commissioned employees)90,000; (viii) any Any employment agreement concerning confidentiality and Contracts with independent contractors or noncompetition given by the Company other consultants (except as described in Section 4.4) and which are not cancellable without penalty or without more than those agreements ninety (A90) with employees on the Company's standard form employment, (B) related to Company Stock Options, (C) entered into with any Person in connection with the proposed sale of the Company and (D) that do not materially restrict the manner in which the Company or any of its subsidiaries conduct its businessdays’ notice; (ix) Any collective bargaining Contract or Contract with any other planlabor organization, contract union or arrangement, whether formal or informal, which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branches) for the benefit of one or more of the current or former directors, officers or employees of the Company (other than Company Employee Plans described in Section 3.12(a))association; (x) Except for Contracts with lenders/lessees to be paid at or before Closing, ground leases and Contracts otherwise in the ordinary course of business, any guaranty Contract providing for the indemnification by the Companies of any Person or suretyship, performance bond the assumption by the Companies of any Tax or contribution agreementenvironmental Liability of any Person; (xi) Any sales or purchase contract with any marketing, sales representative or dealership agreement with respect to which the fees paid or payable by the Company are or will be in excess of $100,000; any material agreement relating to e-commerce or agreements related to the Company's "net branches"; andGovernmental Authority; (xii) Any Contract providing for the establishment or operation of any other material contract partnership or commitmentjoint venture; or (xiii) Any Contract containing covenants of the Companies that prohibit the Companies from competing in any line of business or geographic area that would be reasonably expected to have a Material Adverse Effect. (b) The Company has heretofore made available to the Parent true and complete copies of all Except as disclosed on Schedule 3.9(b) of the Contracts required Disclosure Schedules: (i) to be Seller’s Knowledge, no Contract set forth in Section 3.16 on Schedule 3.9(a) of the Disclosure Schedules has been breached in any material respect or canceled by the other party thereto which has not been duly cured or reinstated; (ii) none of the Companies are in breach of or default under, or has provided or received any notice of any intention to terminate under such Contract; and (iii) no event has occurred which with the passage of time or the giving of notice or both would result in a breach or default by any Company Disclosure Schedule. Each under any such Contract or grant to any third party any right to accelerate or terminate or result in a loss of any material rights under any such Contract. Except as disclosed on Schedule 3.9(b) of the Disclosure Schedules, each Contract listed on Schedule 3.9(a) of the Disclosure Schedules is valid, binding and enforceable against the Company that is a valid and binding agreement of party thereto, as the Company or one of its subsidiaries in accordance with its termscase may be, and is in full force and effect (except as set forth in Section 3.16 of the Company Disclosure Schedule), except where the failure to be valid and binding and in full force and effect would not individually or in the aggregate have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in default with respect to any such Contract, nor (to the Company's Knowledge) does any condition exist that with notice or lapse of time or both would constitute such a default thereunder or permit any other party thereto to terminate such Contracteffect, except as would enforceability may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditor’s rights generally and except that the availability of equitable remedies, including specific performance, may be subject to the discretion of the court before which any proceeding may be brought. Complete and correct copies of each Contract included on Schedule 3.9(a) have been made available to Purchaser. (c) Buck’s has not have a Material Adverse Effect. To licensed the Company's Knowledge, no other party use of the trade name “Bucky’s” to any such Contract is in default in any respect with respect to any such Contract, which would have a Material Adverse Effect. No party has given any written notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby or otherwise, which would have a Material Adverse Effect. Each Contract identified in Section 3.16 of the Company Disclosure Schedule in response to any item under this Section 3.16 shall be deemed incorporated by reference to all other items in this Section 3.16third party.

Material Contracts and Commitments. (a) Section 3.16 of Schedule 3.06 hereto lists the Company Disclosure Schedule contains a true following contracts and complete list other agreements (“Material Contracts”) related to the SES Business as of the date of this Agreement of all of the following contracts, agreements and commitments, whether oral or written ("Contracts"), to which the Company or any of its subsidiaries is a party or by which any of them or any of their material Company Assets is bound, as each such contract or commitment may have been amended, modified or supplementedhereof: (i) any agreement (including all master commitments and pool purchase contracts) between the Company or any of its subsidiaries and any Agency or Investor pursuant to which the Company and its subsidiaries sold more than $175 million in principal amount of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage Loans; (ii) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for rent lease payments in excess of $100,000 during 10,000 per annum; (ii) any twelve-month periodagreement (or group of related agreements) for the purchase sale or rental of supplies, products, advertising space, customer lists, mailing lists or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than three months, or involve payments in excess of $10,000; (iii) any agreement for the lease of real property providing for the payment of rent in excess of $250,000 during any twelve-month periodconcerning a partnership or joint venture; (iv) any agreement (or group of related agreements) or indemnity under which the Company or any of its subsidiaries Seller has created, incurred, assumed assumed, or guaranteed any debt including without limitation any indebtedness for borrowed money, warehouse lines of credit, or any capitalized lease obligation, in excess of $10,000 or purchase money obligation (except for intercompany obligations)under which it has imposed a security interest on any of the Purchased Assets; (v) any material agreement under which the Company concerning confidentiality or any of its subsidiaries has granted a lien, pledge, security interest or other encumbrance upon any of its material assetsnon-competition; (vi) any agreement under which the Company or any of its subsidiaries has an obligation to indemnify a director, officer or employeecollective bargaining agreement; (vii) any agreement for the employment of any individual on a full-time, part-time, consulting consulting, or other basis other than oral retainers providing annual compensation in excess of professionals terminable at will except for employment agreements of employees with a salary of less than $100,000 who have signed the Company's 50,000 or any of its subsidiaries' standard form employment agreement (excluding commissioned employees)providing material severance benefits; (viii) any agreement concerning confidentiality or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employment, (B) related to Company Stock Options, (C) entered into with any Person in connection with the proposed sale of the Company and (D) that do not materially restrict the manner in under which the Company consequences of a default or any of its subsidiaries conduct its businesstermination could be materially adverse to the Purchased Assets taken as a whole; (ix) any other plan, contract agreement (or arrangement, whether formal or informal, group of related agreements) the performance of which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branches) for the benefit consideration in excess of one or more of the current or former directors, officers or employees of the Company (other than Company Employee Plans described in Section 3.12(a));$10,000; and (x) any guaranty agreement or suretyship, performance bond request from a customer or contribution agreement; (xi) customers to refund any marketing, sales representative or dealership agreement with respect to which the fees paid or payable by the Company are or will be Fees in excess of $100,000; any material 10,000 in the aggregate (setting forth for each such agreement relating to e-commerce the total dollar amount of such refund requested as of the date hereof). The Seller has delivered or agreements related to the Company's "net branches"; and (xii) any other material contract or commitment. (b) The Company has heretofore made available to the Parent true Buyer on the Intralinks Website a correct and complete copies copy of all each written agreement listed in Schedule 3.06 and a written summary setting forth the material terms and conditions of any oral agreement. With respect to each such agreement: (A) the Contracts required to be set forth in Section 3.16 of the Company Disclosure Schedule. Each such Contract agreement is a valid and binding agreement of the Company or one of its subsidiaries in accordance with its termslegal, and is in full force and effect (except as set forth in Section 3.16 of the Company Disclosure Schedule)valid, except where the failure to be valid and binding binding, enforceable, and in full force and effect would not individually or in all material respects; (B) the aggregate have a Material Adverse Effect. Neither the Company nor any of its subsidiaries Seller is in default with respect to any such Contractnot, nor (and to the Company's Knowledge) does any condition exist that Seller’s Knowledge no other party is, in material breach or default, and to the Seller’s Knowledge no event has occurred which with notice or lapse of time or both would constitute such a default thereunder material breach or default, or permit any other party thereto termination, modification, or acceleration, under the agreement; and (C) to terminate such Contract, except as would not have a Material Adverse Effect. To the Company's Seller’s Knowledge, no party has repudiated any material provision of the agreement. (b) Schedule 3.06 includes, as of the date hereof, all of the Barter Agreements pursuant to which third parties pay value in kind in exchange for the receipt of value in kind given by the Seller to such third parties and includes details of the values in kind already received by the Seller and paid to the Seller prior to the date hereof. In addition, Schedule 3.06 includes, as of the date hereof, a list of all persons and entities that have entered into exhibitor/sponsor contracts with the Seller in respect of Conferences scheduled to take place anywhere in the world after the Closing Date and, where applicable, gives details of the dollar value of barter arrangements agreed to by the Seller in lieu of payment for exhibitor and sponsor fees. Schedule 3.06 lists, as of the date hereof, all contracts with hotels, convention centers, providers, website developers, copy writers, authors, article writers and all other third party to any such Contract providers that provide goods or services for the Conferences and/or Websites. Except as indicated on Schedule 3.06, the Seller is not in breach or violation of, or in default in under any respect with respect to any such Contract, which would have a of the Material Adverse Effect. No party has given any written notice (i) Contracts; the execution of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result this Agreement and the consummation of the transactions contemplated hereby will not constitute a default or otherwisebreach under the Material Contracts; and, which would except as specifically indicated in Schedule 5.03, the execution of this Agreement and the consummation of the transactions contemplated hereby will not give rise to any consent requirement under any of the Material Contracts. Except as set forth on Schedule 3.06, all of the contracts listed on Schedule 3.06 are in full force and effect and have not been modified or amended. No termination notice has been received from any party with respect to a Material Adverse Effect. Each Contract identified in Section 3.16 of the Company Disclosure Schedule in response to any item under this Section 3.16 shall be deemed incorporated by reference to all other items in this Section 3.16Contract.

Material Contracts and Commitments. (a) Section 3.16 Schedule 4.15 sets forth a list, complete and correct in all material respects, of the following material oral, and an accurate list of the following material written contracts, commitments and other agreements to which each of the Company Disclosure Schedule contains a true and complete list as of the date of this Agreement of all of the following contracts, agreements and commitments, whether oral or written ("Contracts"), to which the Company or any of its subsidiaries Subsidiary is a party or by which any of them it or any of their its properties is bound (herein collectively referred to as the "Contracts"): (a) agreements involving payments, individually or in the aggregate, in excess of $50,000; (b) joint venture or partnership agreements or limited liability company agreements; (c) loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements (without regard to dollar amount involved); (d) leases, licenses, options to purchase real or personal property involving future obligations on the part of the Company which aggregate in excess of $50,000, other than as set forth on Schedule 4.14(a); (e) agreements relating to the purchase or acquisition, by merger or otherwise, of a signification portion of the business assets or securities of the Company or the Subsidiary by any other person or of any other person by the Company or the Subsidiary (other than as contemplated by this Agreement); (f) contracts upon which the Company or the Subsidiary is substantially dependent or which are otherwise material to the Company Assets is boundor the Subsidiary; (g) agreements that limit or restrict the ability of the Company or the Subsidiary to compete or otherwise to conduct its business in any manner or place, or that contain covenants of any other person not to compete with the Company or the Subsidiary; (h) any agreement with any holder of securities of the Company or the Subsidiary as each such contract (including, without limitation, any agreement containing an obligation to register any of such securities under any federal or commitment may have been amended, modified or supplemented:state securities laws); (i) agreements with any agreement (including all master commitments and pool purchase contracts) between labor union or association representing any employee of the Company or any of its subsidiaries and any Agency or Investor pursuant to which the Company and its subsidiaries sold more than $175 million in principal amount of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage LoansSubsidiary; (iij) any agreement (agreements with or group of related agreements) for the lease benefit of personal property to any affiliates, shareholders, employees, consultants, officers or from any Person directors of the Company or the Subsidiary providing for rent compensation or benefits individually in excess of $100,000 during any twelve-month period; (iii60,000 annually, other than those set forth on Schedule 4.17(a) any agreement for the lease of real property providing for the payment of rent in excess of $250,000 during any twelve-month period; (iv) any agreement (or group of related agreements) or indemnity under which the Company or any of its subsidiaries has created, incurred, assumed or guaranteed any debt including without limitation any indebtedness for borrowed money, warehouse lines of credit, or any capitalized lease or purchase money obligation (except for intercompany obligationsand Schedule 4.17(b); (vk) any agreement under which agreements that require the Company or any of its subsidiaries has granted a lien, pledge, security interest the Subsidiary to buy or other encumbrance upon any of its material assets; (vi) any agreement under which the Company sell goods or any of its subsidiaries has an obligation to indemnify a director, officer or employee; (vii) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis other than oral retainers of professionals terminable at will except for employment agreements of employees with a salary of less than $100,000 who have signed the Company's or any of its subsidiaries' standard form employment agreement (excluding commissioned employees); (viii) any agreement concerning confidentiality or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employment, (B) related to Company Stock Options, (C) entered into with any Person in connection with the proposed sale of the Company and (D) that do not materially restrict the manner in which the Company or any of its subsidiaries conduct its business; (ix) any other plan, contract or arrangement, whether formal or informal, which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branches) for the benefit of one or more of the current or former directors, officers or employees of the Company (other than Company Employee Plans described in Section 3.12(a)); (x) any guaranty or suretyship, performance bond or contribution agreement; (xi) any marketing, sales representative or dealership agreement services with respect to which the fees paid or payable by the Company are there will be material losses or will be costs and expenses materially in excess of $100,000; any material agreement relating to e-commerce or expected receipts; (l) agreements related to not made in the Company's "net branches"ordinary course of business; and (xiim) any other agreements, whether or not made in the ordinary course of business, that are material contract to the Company or commitment. (b) the Subsidiary. The Company has heretofore delivered or made available to the Parent for review by SM&A or its representatives true and complete copies of all of the Contracts required to be set forth in Section 3.16 written Contracts. Each of the Company Disclosure Schedule. Each such Contract is a valid and binding agreement of the Company or one of its subsidiaries Subsidiary has complied in accordance all material respects with its terms, all commitments and is in full force and effect (except as set forth in Section 3.16 of the Company Disclosure Schedule), except where the failure to be valid and binding and in full force and effect would not individually or in the aggregate have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in default with respect obligations pertaining to any such Contract, and is not in material default under any such Contract and no notice of default has been received, nor (to the best of the Company's Knowledge) does Knowledge is there any condition exist that with notice or lapse default on the part of time or both would constitute such a default thereunder or permit any other party thereto to terminate such Contract, except as would not have a Material Adverse Effect. To the Company's Knowledge, no other or any intent of any such party to any such Contract is in default in any respect with respect attempt to terminate or amend any such Contract, which would have a Material Adverse Effect. No party has given any written notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby or otherwise, which would have a Material Adverse Effect. Each Contract identified in Section 3.16 of the Company Disclosure Schedule in response to any item under this Section 3.16 shall be deemed incorporated by reference to all other items in this Section 3.16.

Material Contracts and Commitments. (a) Section 3.16 of the Company Disclosure Schedule contains a true and complete list as of the date of this Agreement of all of the following contractsAs used herein, agreements and commitments, whether oral or written "Material Contracts" shall mean: ("Contracts"), i) any Contract that provides for payment to which the Company or any Division Entity for the performance of its subsidiaries is a party or by which any services in an amount in excess of them or any of their material Company Assets is bound, as each such contract or commitment may have been amended, modified or supplemented: $200,000 annually; (iii) any agreement (including all master commitments and pool purchase contracts) between Contract requiring payments by the Company or any of its subsidiaries and any Agency or Investor pursuant to which the Company and its subsidiaries sold more than $175 million in principal amount of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage Loans; (ii) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for rent Division Entity in excess of $100,000 during any twelve-month period; 200,000 annually; (iii) any agreement for the lease of real property providing for the Contract which contains restrictions with respect to payment of rent dividends or any other distributions in respect of the capital stock or other equity interests of the Company or any Division Entity; (iv) any guarantee in respect of any Indebtedness or obligation of any Person in an amount in excess of $250,000 during 200,000 annually (other than in the ordinary course of business and other than with respect to any twelveIndebtedness or obligation of the Company or any wholly-month period; owned Division Entity to another wholly-owned Division Entity); (ivv) any agreement Contract limiting the ability of the Company or any Division Entity to engage in any line of business or to compete with any Person; (or group of related agreementsvi) or indemnity any Contract under which the Company or a Division Entity has borrowed or loaned money in excess of $200,000, or any of its subsidiaries has createdmortgage, incurrednote, assumed or guaranteed any debt including without limitation any indebtedness for borrowed moneybond, warehouse lines letter of credit, indenture or any capitalized lease or purchase money obligation other evidence of Indebtedness (except excluding advances to employees in the ordinary course of business in an amount less than $50,000, current trade payables in the ordinary course of business and leases for intercompany obligationstelephones, copy machines, facsimile machines and other office equipment that involve payments of less than $10,000); ; (vvii) any agreement under joint venture, partnership or other similar joint ownership agreements and arrangements; (viii) Contracts with, or consent decrees of, Governmental Entities to which the Division is bound; (ix) any employment, severance, transaction, retention, bonus, change of control or "golden parachute" Contract of a Business Employee; (x) any Contract (A) granting or obtaining any right to use any material Intellectual Property Rights (other than Contracts granting rights to use readily available commercial software available to consumers for a combined license and maintenance fee of less than $150,000 per year or subject to "shrink wrap" or "click through" license agreements) or (B) Contracts restricting the right of the Company or any of its subsidiaries has granted a lien, pledge, security interest Division Entity or other encumbrance upon permitting any of its third Person to use any material assets; Intellectual Property Rights; and (vixi) any agreement under which lease (or sublease) of Leased Real Property requiring payments by the Company or any of its subsidiaries has Division Entity in an obligation to indemnify a director, officer or employee; (vii) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis other than oral retainers of professionals terminable at will except for employment agreements of employees with a salary of less than $100,000 who have signed the Company's or any of its subsidiaries' standard form employment agreement (excluding commissioned employees); (viii) any agreement concerning confidentiality or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employment, (B) related to Company Stock Options, (C) entered into with any Person in connection with the proposed sale of the Company and (D) that do not materially restrict the manner in which the Company or any of its subsidiaries conduct its business; (ix) any other plan, contract or arrangement, whether formal or informal, which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branches) for the benefit of one or more of the current or former directors, officers or employees of the Company (other than Company Employee Plans described in Section 3.12(a)); (x) any guaranty or suretyship, performance bond or contribution agreement; (xi) any marketing, sales representative or dealership agreement with respect to which the fees paid or payable by the Company are or will be amount in excess of $100,000; any material agreement relating to e-commerce or agreements related to the Company's "net branches"; and 50,000 annually, (xii) any other material contract Contract to be performed relating to capital expenditures in excess of $200,000 annually, (xiii) any loan or commitment. (b) The Company has heretofore made available advance to any employee in excess of $10,000 or investment in, any Person, or any Contract relating to the Parent true and complete copies making of all any such loan, advance or investment or any Contract involving a sharing of the Contracts required to be set forth in Section 3.16 of the Company Disclosure Schedule. Each such Contract is a valid and binding agreement of the Company profits, (xiv) any warranty or one of its subsidiaries in accordance with its terms, and is in full force and effect (except as set forth in Section 3.16 of the Company Disclosure Schedule), except where the failure to be valid and binding and in full force and effect would not individually or in the aggregate have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in default other similar undertaking with respect to any such Contracta contractual performance extended by Seller, nor (to the Company's Knowledge) does , any condition exist that with notice Division Entity or lapse any of time or both would constitute such a default thereunder or permit any Seller’s other party thereto to terminate such Contract, except as would not have a Material Adverse Effect. To the Company's Knowledge, no other party to any such Contract is in default in any respect subsidiaries with respect to the Business, (xv) any such ContractContract relating to the sale, which would have a Material Adverse Effect. No party has given lease, transfer or disposition of any material properties or assets, real, personal or mixed, including any diagnostic imaging centers, or joint venture or partnership interests, all as related to the Business, (xvi) any written notice professional services agreements or other material agreements with physicians and (ixvii) any Contract requiring the Business to indemnify or hold harmless any Person other than in the ordinary course of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby or otherwise, which would have a Material Adverse Effect. Each Contract identified in Section 3.16 of the Company Disclosure Schedule in response to any item under this Section 3.16 shall be deemed incorporated by reference to all other items in this Section 3.16business.

Material Contracts and Commitments. (a) Section 3.16 3.17 of the Company Disclosure Schedule contains a true and complete list as of the date of this Agreement of all of the following contracts, agreements and commitments, whether oral or written ("Contracts"), to which the Company or any of its subsidiaries is a party or by which any of them or any of their material Company Assets is bound, as each such contract or commitment may have been amended, modified or supplemented: (i) any agreement (including all master commitments and pool purchase contracts) between the Company or any of its subsidiaries and any Agency or Investor pursuant to which the Company and its subsidiaries sold more than $175 million in principal amount of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage Loans; (ii) any agreement (or group of related agreements) for the lease of personal property to or from any Person person providing for rent in excess of One Hundred Thousand Dollars ($100,000 100,000) during any twelve-month period; (iiiii) any agreement for the lease of real property providing for the payment of rent in excess of Two Hundred and Fifty Thousand Dollars ($250,000 250,000) during any twelve-month period; (iviii) any agreement (or group of related agreements) or indemnity under which the Company or any of its subsidiaries has created, incurred, assumed or guaranteed any debt including without limitation any indebtedness for borrowed money, warehouse lines of credit, or any capitalized lease or purchase money obligation (except for intercompany obligations), in excess of One Hundred Thousand Dollars ($100,000); (viv) any agreement under which the Company or any of its subsidiaries has granted a lien, pledge, security interest or other encumbrance upon any of its material assets; (viv) any agreement under which the Company or any of its subsidiaries has an obligation to indemnify a director, officer or employee; (viivi) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis other than oral retainers of professionals terminable at will except for employment agreements of employees with a salary of less than $100,000 who have signed the Company's or any of its subsidiaries' standard form employment agreement (excluding commissioned employees); (viiivii) any agreement concerning confidentiality or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employment, (B) related to Company Stock Options, (C) entered into with any Person person in connection with the proposed sale of the Company and (DB) that do not materially restrict the manner in which the Company or any of its subsidiaries conduct its business; (ixviii) any other plan, contract or arrangement, whether formal or informal, which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branches) for the benefit of one or more of the current or former directors, officers or employees of the Company (other than Company Employee Compensation and Benefit Plans described in Section 3.12(a)3.11(a); (xix) any guaranty or suretyship, performance bond or contribution agreement;; and (xix) any marketing, sales representative or dealership agreement with respect to which the fees paid or payable by the Company are or will be in excess of One Hundred Thousand Dollars ($100,000; ) in any material agreement relating to e-commerce twelve (12) month period, or agreements related to the Company's "net branches"; and which is terminable only for cause or upon more than thirty (xii30) any other material contract or commitmentdays notice;. (b) The Company has heretofore made available to the Parent true and complete copies of all of the Contracts required to be set forth in Section 3.16 3.17 of the Company Disclosure Schedule. Each such Contract is a valid and binding agreement of the Company or one of its subsidiaries in accordance with its terms, and is in full force and effect (except as set forth in Section 3.16 3.17 of the Company Disclosure Schedule), except where the failure to be valid and binding and in full force and effect would not individually or in the aggregate have a Material Adverse EffectEffect on the Company. Neither the Company nor any of its subsidiaries is in default with respect to any such Contract, nor (to the Company's Knowledgeknowledge) does any condition exist that with notice or lapse of time or both would constitute such a material default thereunder or permit any other party thereto to terminate such Contract, except as would not have a Material Adverse Effect. To the Company's Knowledgeknowledge, no other party to any such Contract is in default in any respect with respect to any such Contract, which would have a Material Adverse EffectEffect on the Company. No party has given any written notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby or otherwise, which would have a Material Adverse Effect. Each Contract identified in Section 3.16 of the Company Disclosure Schedule in response to any item under this Section 3.16 shall be deemed incorporated by reference to all other items in this Section 3.16.,

Material Contracts and Commitments. (a) Section 3.16 Except as filed as exhibits to the Company's filings with the SEC or as set forth in Schedule 3.22 , the Company has not entered into, nor is the capital stock, the assets or the business of the Company Disclosure Schedule contains a true and complete list as of the date of this Agreement of all of the following contracts, agreements and commitmentsbound by, whether oral or written ("Contracts")not in writing, to which the Company or any of its subsidiaries is a party or by which any of them or any of their material Company Assets is bound, as each such contract or commitment may have been amended, modified or supplemented:any (i1) deed of trust securing a lien in any agreement (including all master commitments and pool purchase contracts) between real property owned by the Company or any of its subsidiaries and any Agency or Investor pursuant to which the Company and its subsidiaries sold more than $175 million in principal amount of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage LoansCompany; (ii2) any security agreement granting a security interest in connection with the Company's incurrence of indebtedness for borrowed money; (3) guaranty or group suretyship agreement or performance bond, in each case involving a contingent obligation of related agreements) for the lease of personal property to or from any Person providing for rent Company in excess of $100,000 during any twelve-month period50,000; (iii4) consulting or compensation agreement or similar arrangement that is not an Employment Agreement and that involves compensation payable by the Company in excess of $50,000 annually or an agreement relating to the election or retention in office of any director or officer; (5) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money; (6) money lent or to be lent by the Company to another in an amount in excess of $50,000; (7) lease of real property, whether as lessor, lessee, sublessor or sublessee ; (8) lease of personal property, whether as lessor, lessee, sublessor or sublessee involving lease payments in an annual amount in excess of $40,000; (9) any agreement for the lease acquisition of services, supplies, equipment or other personal property (excluding leases of real property or personal property) and involving more than $100,000 in the aggregate; (10) contracts containing noncompetition covenants restricting the Company's ability to compete; (11) agreement providing for the payment purchase from a supplier of rent in excess all or substantially all of $250,000 during any twelve-month period; (iv) any agreement (or group of related agreements) or indemnity under which the Company or any of its subsidiaries has created, incurred, assumed or guaranteed any debt including without limitation any indebtedness for borrowed money, warehouse lines of credit, or any capitalized lease or purchase money obligation (except for intercompany obligations); (v) any agreement under which the Company or any of its subsidiaries has granted a lien, pledge, security interest or other encumbrance upon any of its material assets; (vi) any agreement under which the Company or any of its subsidiaries has an obligation to indemnify a director, officer or employee; (vii) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis other than oral retainers of professionals terminable at will except for employment agreements of employees with a salary of less than $100,000 who have signed the Company's or any of its subsidiaries' standard form employment agreement (excluding commissioned employees); (viii) any agreement concerning confidentiality or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employment, (B) related to Company Stock Options, (C) entered into with any Person in connection with the proposed sale requirements of the Company and of a particular product or service; or (D12) that do not materially restrict agreement or commitment a copy of which would be required to be filed with the manner in which SEC as an exhibit to a registration statement on Form S-1, or a successor form, pursuant to Paragraph 10 of Item 601 of Regulation S-K, if the Company or any were registering securities under the Securities Act of its subsidiaries conduct its business; 1933, as amended (ix) any other plan, contract or arrangement, whether formal or informal, which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branches) for the benefit of one or more "Securities Act"). All of the current or former directors, officers or employees of documents listed on Schedule 3.22 hereof and the Company (other than Company Employee Plans described in Section 3.12(a)); (x) any guaranty or suretyship, performance bond or contribution agreement; (xi) any marketing, sales representative or dealership agreement with respect to which the fees paid or payable by the Company are or will be in excess of $100,000; any material agreement relating to e-commerce or agreements related contracts listed as exhibits to the Company's filings with the SEC are hereinafter collectively referred to as the "net branches"; and (xii) any other material contract or commitmentCommitments. (b) The Company has heretofore made available to " To the Parent true and complete copies of all knowledge of the Contracts required to be set forth in Section 3.16 of Company, the Company Disclosure Schedule. Each such Contract is a valid and binding agreement of the Company or one of its subsidiaries in accordance with its terms, and is Commitments are in full force and effect and are valid and enforceable obligations of the parties thereto in accordance with their respective terms (except as set forth in Section 3.16 may be limited by the laws of bankruptcy, insolvency or creditors rights generally and subject to the enforceability and availability of equitable remedies), and to the knowledge of the Company, no defenses, off-sets or counterclaims have been asserted by any party thereto, nor has the Company Disclosure Schedule)waived in writing any rights thereunder, except where the failure to be valid and binding and as described in full force and effect would Schedule 3.22. The Company has not individually or in the aggregate have a Material Adverse Effect. Neither the Company nor received written notice of any of its subsidiaries is in default with respect to any such Contract, nor (to the Company's Knowledge) does any condition exist that with notice or lapse of time or both would constitute such a default thereunder or permit any other party thereto to terminate such Contract, except as would not have a Material Adverse Effect. To the Company's Knowledge, no other party to any such Contract is in default in any respect with respect to any such Contract, which would have a Material Adverse Effect. No party has given any written notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby or otherwise, which would have a Material Adverse Effect. Each Contract identified in Section 3.16 of the Company Disclosure Schedule in response to any item under this Section 3.16 shall be deemed incorporated by reference to all other items in this Section 3.16Commitment.

Material Contracts and Commitments. (a) Section 3.16 of Schedule 3.11 to the Company Disclosure Schedule contains a true and complete NISC▇ ▇▇▇closure Letter includes an accurate list as of or on the date of this Agreement hereof, of all material written or oral leases, agreements or other contracts or legally binding contractual rights or contractual obligations or contractual commitments relating to or in any way affecting the operation or ownership of the following contracts, agreements and commitments, whether oral or written business of NISC▇ (▇▇e "Material Contracts"), to which the Company or any including but not limited, those of its subsidiaries is a party or by which any of them or any of their material Company Assets is bound, as each such contract or commitment may have been amended, modified or supplementedtype described below: (i) Any consulting agreement, employment agreement, change-in-control agreement, and collective bargaining arrangements with any agreement (including all master commitments and pool purchase contracts) between the Company or any of its subsidiaries labor union and any Agency such agreements currently in negotiation or Investor pursuant to which the Company and its subsidiaries sold more than $175 million in principal amount of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage Loansproposed; (ii) any agreement (Any contract for capital expenditures or group acquisition, or construction of related agreements) for the lease of personal property to or from any Person providing for rent fixed assets in excess of $100,000 during any twelve-month period;25,000. (iii) any agreement Any contract for the lease purchase, maintenance or acquisition, or the sale or furnishing, of real materials, supplies, merchandise, products, machinery, equipment, parts or other property providing for or services (except if such contract is made in the payment ordinary course of rent in excess business and requires aggregate future payments of less than $250,000 during any twelve-month period25,000); (iv) any agreement (or group Any contract other than trade payables in the ordinary course of related agreements) or indemnity under which business relating to the Company or any borrowing of its subsidiaries has created, incurred, assumed or guaranteed any debt including without limitation any indebtedness for borrowed money, warehouse lines or the guaranty of creditanother person's borrowing of money, including, without limitation, any notes, mortgages, indentures and other obligations, guarantees of performance, agreements and instruments for or relating to any capitalized lease lending or purchase money obligation (except for intercompany obligations)borrowing, including assumed indebtedness; (v) Any contract granting any agreement under which the Company person a lien on all or any part of its subsidiaries has granted a lien, pledge, security interest or other encumbrance upon any the assets of its material assetsNISC▇; (vi) Any contract for the cleanup, abatement or other actions in connection with hazardous materials as defined under any agreement under which Environmental Laws, the Company remediation of any existing environmental liabilities or relating to the performance of any of its subsidiaries has an obligation to indemnify a director, officer environmental audit or employeestudy; (vii) Any contract granting to any agreement for the employment person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any material assets of any individual on a full-time, part-time, consulting or other basis other than oral retainers of professionals terminable at will except for employment agreements of employees with a salary of less than $100,000 who have signed the Company's or any of its subsidiaries' standard form employment agreement (excluding commissioned employees)NISC▇; (viii) any agreement concerning confidentiality or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employment, (B) related to Company Stock Options, (C) entered into Any contract with any Person in connection with the proposed sale of the Company and (D) that do agent, distributor or representative which is not materially restrict the manner in which the Company terminable by NISC▇ ▇▇▇n thirty calendar days' or any of its subsidiaries conduct its businessless notice without penalty; (ix) Any contract under which NISC▇ ▇▇ (1) a lessee or sublessee of any machinery, equipment, vehicle or other plantangible personal property, contract or arrangement(2) a lessor of any tangible personal property owned by NISC▇, whether formal or informal, which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branches) for the benefit ▇▇ either case having an original value in excess of one or more of the current or former directors, officers or employees of the Company (other than Company Employee Plans described in Section 3.12(a))$25,000; (x) any guaranty Any contract under which NISC▇ ▇▇▇ granted or suretyshipreceived a license or sublicense or under which it is obligated to pay or has the right to receive a royalty, performance bond license fee or contribution agreementsimilar payment; (xi) Any contract concerning any marketingAffiliates; (xii) Any contract providing for the indemnification or holding harmless of any officer, sales representative director, employee or dealership agreement other person, other than as provided in the by-laws of NISC▇; (xiii) Any contract for purchase or sale by NISC▇ ▇▇ the granting of any options with respect to, or providing for any labor, services or materials (including brokerage or management services) involving any real property on which NISC▇ ▇▇▇ducts any aspect of its business involving aggregate future payments of more than $25,000; (xiv) Any contract limiting, restricting or prohibiting NISC▇ ▇▇▇m conducting business anywhere in the United States or elsewhere in the world; (xv) Any joint venture or partnership agreement; (xvi) Any lease, sublease or associated agreements relating to which the fees paid property leased by NISC▇; (xvii) Any material contract requiring prior notice, consent or payable by other approval upon a change of control in the Company are equity ownership of NISC▇, ▇▇ich contracts shall be separately identified on Schedule 3.11 to the NISC▇ ▇▇▇closure Letter; (xviii) Any contract with a customer of NISC▇ ▇▇▇olving work to be performed or will product to be delivered, in each case subsequent to September 30, 2000, in excess of $100,000; any material agreement relating to e-commerce or agreements related to the Company's "net branches"; and25,000; (xiixix) any Any other material contract contract, whether or commitment. (b) The Company has heretofore not made available to in the Parent ordinary course of business, which involves future payments by NISC▇ ▇▇ excess of $25,000. NISC▇ ▇▇▇ provided AMDI and Merger Corp. a true and complete copies copy of each written Material Contract and a true and complete summary of each oral Material Contract, in each case including all of the Contracts required to be amendments or other modifications thereto. Except as set forth in Section 3.16 of on Schedule 3.11 to the Company Disclosure Schedule. Each such NISC▇ ▇▇▇closure Letter, each Material Contract is a valid and binding agreement of the Company or one of its subsidiaries obligation of, and enforceable in accordance with its termsterms against, NISC▇, ▇▇d the other parties thereto, and is in full force and effect (except effect, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors' rights generally. Except as set forth in Section 3.16 on Schedule 3.11 of the Company Disclosure Schedule)NISC▇ ▇▇▇closure Letter, except where the failure NISC▇ ▇▇▇ performed all obligations required to be valid performed by it as of the date hereof and binding will have performed all obligations required to be performed by it as of the Closing Date under each Material Contract and in full force and effect would not individually or in the aggregate have a neither NISC▇, ▇▇r any other party to any Material Adverse Effect. Neither the Company nor any of its subsidiaries Contract is in breach or default thereunder, and there exists no condition which would, with respect to any such Contract, nor (to or without the Company's Knowledge) does any condition exist that with notice or lapse of time or both would the giving of notice, or both, constitute such a breach or default thereunder or permit thereunder. NISC▇ ▇▇▇ not been notified that any other party thereto to terminate such Contract, except as would not have a Material Adverse Effect. To the Company's Knowledge, no other party to any such Material Contract is in default in any respect with respect to any such Contract, which would have a Material Adverse Effect. No party has given any written notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of cancel, terminate, not renew, or exercise an option under any such Material Contract, whether as a result of in connection with the transactions contemplated hereby or otherwise, which would have a Material Adverse Effect. Each Contract identified in Section 3.16 of the Company Disclosure Schedule in response to any item under this Section 3.16 shall be deemed incorporated by reference to all other items in this Section 3.16.

Material Contracts and Commitments. (a) Section 3.16 of the Company Company’s Disclosure Schedule contains a true and complete list as of the date of this Agreement of all of sets forth the following contracts, agreements agreements, leases and commitments, whether oral or written ("Contracts"), instruments to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of them or any of their material Company Assets is bound, as each such contract or commitment may have been amended, modified or supplemented: party: (i) any agreement employment or consulting contracts; (including all master commitments and pool ii) capital stock redemption or stock purchase contractsagreements which have not yet been performed; (iii) between agreements providing for the indemnification by the Company or any of its subsidiaries Subsidiaries of others against any liabilities or the sharing of the tax liability of others (except for warranty and any Agency similar obligations incurred in the ordinary course of business and indemnity obligations included in various agreements set forth in Company’s Disclosure Schedule); (iv) license agreements (as licensor or Investor pursuant licensee) other than with respect to Intellectual Property (which are covered by Section 3.9); (v) sales representative agreements; (vi) contracts or agreements with directors, officers, employees or stockholders of the Company and or any of its subsidiaries sold Subsidiaries or other Affiliates of the Company; (vii) leases; (viii) material agreements with customers of the Company or any of its Subsidiaries; (ix) plans or contracts providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing, collective bargaining or the like, or any contract or agreement with any labor union; (x) agreements for the purchase or disposition of any commodity, material or equipment; (xi) other agreements creating any material obligations of the Company or any of its Subsidiaries with respect to any contract or agreement not specifically disclosed elsewhere herein or in Company’s Disclosure Schedule, which involve in any one case more than $175 million 25,000 or more than $75,000 in principal amount the case of Mortgage Loans during fiscal year 1999, and all insurance a series of related agreements; (xii) agreements containing covenants limiting the freedom of the Company or guaranty contracts (including contracts any of its Subsidiaries or any of their Affiliates to engage in any line of business or any geographic territory or to compete with any private mortgage insurer Person, or Pool which grants to any Person any exclusivity to any geographic territory, any customer, or any product or service; (as defined hereinxiii) insurance provider commission and/or sales agreement with respect to the Mortgage Loans; any Person; (iixiv) any current joint venture or partnership agreement or similar arrangement; (xv) any agreement (or group of related agreements) for the lease of personal property pursuant to or from any Person providing for rent in excess of $100,000 during any twelve-month period; (iii) any agreement for the lease of real property providing for the payment of rent in excess of $250,000 during any twelve-month period; (iv) any agreement (or group of related agreements) or indemnity under which the Company or any of its subsidiaries Subsidiaries agreed to provide “most favored nation” pricing or other terms and conditions to any Person with respect to the sale, distribution, license or support of any Company Products or services; or (xvi) indentures, mortgages, promissory notes, loan agreements, fidelity bonds, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (collectively, together with the Intellectual Property Contracts, the “Material Contracts”). The Company has created, incurred, assumed or guaranteed any debt including without limitation any indebtedness for borrowed money, warehouse lines provided to Parent the final execution copy of crediteach such Material Contracts. A complete and correct set of all exhibits and schedules to such Material Contracts have been, or any capitalized lease prior to the Closing will have been, provided to Parent. With respect to Service Agreements entered into with personnel in the United Kingdom and Singapore and set forth on Section 3.33(c) of the Company’s Disclosure Schedule, the Company has provided to Parent a template of such agreements. No Service Agreement entered into with said employee of the Company or purchase money obligation (except for intercompany obligations);its Subsidiaries materially differs from the template provided. (vb) any agreement under All Material Contracts to which the Company or any of its subsidiaries has granted a lien, pledge, security interest or other encumbrance upon any of its material assets; (vi) any agreement under which the Company or any of its subsidiaries has an obligation to indemnify a director, officer or employee; (vii) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis other than oral retainers of professionals terminable at will except for employment agreements of employees with a salary of less than $100,000 who have signed the Company's or any of its subsidiaries' standard form employment agreement (excluding commissioned employees); (viii) any agreement concerning confidentiality or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employment, (B) related to Company Stock Options, (C) entered into with any Person in connection with the proposed sale of the Company and (D) that do not materially restrict the manner in which the Company or any of its subsidiaries conduct its business; (ix) any other plan, contract or arrangement, whether formal or informal, which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branches) for the benefit of one or more of the current or former directors, officers or employees of the Company (other than Company Employee Plans described in Section 3.12(a)); (x) any guaranty or suretyship, performance bond or contribution agreement; (xi) any marketing, sales representative or dealership agreement with respect to which the fees paid or payable by the Company are or will be in excess of $100,000; any material agreement relating to e-commerce or agreements related to the Company's "net branches"; and (xii) any other material contract or commitment. (b) The Company has heretofore made available to the Parent true and complete copies of all of the Contracts required to be set forth in Section 3.16 of the Company Disclosure Schedule. Each such Contract Subsidiaries is a party constitute legal, valid and binding agreement obligations of the Company or one of its subsidiaries Subsidiary, as applicable, and are enforceable against the Company or such Subsidiary, as applicable, and to Company’s Knowledge, the other parties thereto, in accordance with its their respective terms, and is in full force and effect (except as set forth in Section 3.16 of the Company Disclosure Schedule), except where the failure to such enforceability may be valid limited by (i) Insolvency Laws and binding and in full force and effect would not individually or in the aggregate have a Material Adverse Effect(ii) general equitable principles. Neither the Company nor any of its subsidiaries Subsidiaries have received any notice of the termination or modification, or threatened termination or modification, of any Material Contracts. Neither the Company, nor any Subsidiary, and, to the Company’s Knowledge, no other party to any Material Contract is in default of any material provisions thereof, and no event or fact exists which, with respect to any such Contractnotice, nor (to the Company's Knowledge) does any condition exist that with notice or lapse of time or both would constitute such a default thereunder on the part of the Company, or permit any of its Subsidiaries, and, to the Company’s Knowledge, any other party thereto to terminate such Contractthereto, except as for any such default, condition, event or fact that, individually or in the aggregate, would not have a Material Adverse Effect. To Company’s Disclosure Schedule sets forth each customer contract that has been cancelled, terminated or expired in accordance with it terms during the five year period ending on the Closing Date. (c) Neither the Company nor any of its Subsidiaries have any direct government contracts or subcontracts except as listed on Company's Knowledge’s Disclosure Schedule. (d) All Funded Debt of the Company and any of its Subsidiaries is set forth on Company’s Disclosure Schedule. (e) Company’s Disclosure Schedule sets forth all notices to, no other party and all necessary consents, waivers and approvals of, parties to any such Material Contract is that are required thereunder in default in any respect connection with respect to any such Contract, which would have a Material Adverse Effect. No party has given any written notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby hereby, or otherwisefor any such Material Contract to remain in full force and effect without limitation, modification or alteration (including payment of any additional amounts or consideration other than ongoing fees, royalties or payments which would have a Material Adverse Effect. Each Contract identified in Section 3.16 of the Company Disclosure Schedule in response or any of its Subsidiaries would otherwise be required to pay pursuant to the terms of such Material Contract had the transactions contemplated by this Agreement not occurred) after the Effective Time so as to preserve all rights of, and benefits to, the Company or any item of its Subsidiaries under this Section 3.16 shall be deemed incorporated by reference to all other items in this Section 3.16such Material Contract from and after the Effective Time (collectively, the “Material Consents”).