Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Except as disclosed in Schedule 3.11, as of the date hereof, neither ASFC nor any of its Subsidiaries is a party to or bound by: (i) any lease of real property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more; (iii) any limited partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliates. (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant Agreements.

Material Contracts. (a) Except as disclosed in Schedule 3.11, as Section 5.14 of the date hereofCompany Disclosure Schedule lists each of the following Contracts, neither ASFC nor whether written or oral, to which the Company or any of its Subsidiaries is a party or by which it is bound as of the date of this Agreement (each such Contract listed or required to or bound by:be so listed, a “Company Material Contract”): (i) any lease Contract or series of real property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property; (ii) any agreement related Contracts for the purchase purchase, receipt, lease or use of materials, supplies, goods, services, equipment or other assetsassets involving future payments by or to the Company or any of its Subsidiaries of more than $200,000 in the aggregate (other than Contracts involving payments to the Company entered into in the ordinary course of business, including investment banking contracts); (ii) any license for Softwarematerial sales agency, that provides for either (A) annual payments by ASFC sales representation, distributorship or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or morefranchise agreement; (iii) any limited partnershipContract or series of related Contracts involving payments by or to the Company or any of its Subsidiaries of more than $50,000 in the aggregate that requires consent of or notice to a third party in the event of or with respect to the Merger in order to avoid a breach or termination of, joint venture a loss of benefit under, or triggering a price adjustment, right of renegotiation or other unincorporated business organization or similar arrangement or agreement remedy under, any such agreement, in which ASFC or any Subsidiary of ASFC serves as each case that would reasonably be expected to have a general partner or otherwise has unlimited liabilityMaterial Adverse Effect on the Company; (iv) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for or relating to the lending of money, whether as borrower, lender or guarantor, in amounts greater than $25,000 in the aggregate; (v) any agreement Contract restricting the payment of dividends or the repurchase of stock or other equity; (vi) any collective bargaining agreements; (vii) any material joint venture, profit sharing, partnership agreements or other similar agreements; (viii) any Contracts or series of related Contracts relating to the acquisition or disposition of any a material amount of assets outside the ordinary course of business (in each case, whether by merger, sale of stock, sale of assets or otherwise); (vix) all leases or subleases for real or personal property involving annual expense in excess of $1,000 and not cancelable by the Company (without premium or penalty) within six months; (x) any agreement relating to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than Contract that (A) limits in any guarantees issued in material respect the ordinary course freedom of the surety business Company or any of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, to engage or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person compete in any line of business or from competing in, engaging in with any Person or entering into any line of business in any area and or which would so restrict or prohibit ASFC limit the freedom of Parent, the Company or any Subsidiary of ASFC their respective Affiliates after the Closing Date; Effective Time or (ixB) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) contains any material agreement containing "change in control" exclusivity, “most favored nation”, rights of first refusal, rights of first negotiation or similar provisions relating to change in control of ASFC obligations or restrictions that are binding on the Company or any of its SubsidiariesSubsidiaries or that would be binding on Parent or its Affiliates after the Effective Time; (xi) agreements by the Company or any "stop loss" of its Subsidiaries not to acquire assets or securities of a third party (including standstill agreements) or agreements by a third party not to acquire assets or securities of the Company or any of its Subsidiaries (including standstill agreements), other than those in each case entered into in outside the ordinary course of business consistent with past practicebusiness; (xii) any agreements (material Contract providing for the indemnification by the Company or any of its Subsidiaries of any Person or under which the Company or any of its Subsidiaries has guaranteed any liabilities or obligations of any other than insurance policies or other similar agreements issued by any Subsidiary of ASFC Person, in each case entered into outside the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or; (xiii) any agreement material Contracts with ASFC any (A) officer or director of the Company or any of its AffiliatesSubsidiaries (or any other employee who is one of the twenty most highly compensated employees of the Company and its Subsidiaries) for the twelve-month periods ended November 30, 2009 and 2010; (B) record or beneficial owner of five percent or more of the voting securities of Company; or (C) affiliate (as such term is defined in Rule 12b-2 promulgated under the ▇▇▇▇ ▇▇▇) or “associates” (or members of any of their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the ▇▇▇▇ ▇▇▇) of any such officer, director or beneficial owner; and (xiv) any other Contract required to be filed by the Company pursuant to Item 601(a)(10) of Regulation S-K of the SEC. (b) ASFC The Company has heretofore furnished or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified prior to the date hereofof this Agreement delivered or Made Available to Parent complete and accurate copies of each Company Material Contract listed, or required to be listed, in Section 5.14 of the Company Disclosure Schedule (including any all amendments, modifications, extensions and renewals thereto and waivers with respect thereto (the "Significant Agreements"thereunder). Except as specifically disclosed on Schedule 3.11All of the Company Material Contracts are valid and binding obligations of the Company and its Subsidiaries, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each Knowledge of the Significant Agreements is Company are binding obligations of the other parties thereto, and are in full force and effect and enforceable (except those which are cancelled, rescinded or terminated after the date of this Agreement in accordance with its their terms), subject except where the failure to (A) bankruptcybe valid and binding and in full force and effect has not had and would not reasonably be expected to have, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law individually or in equity); (ii) neither ASFC the aggregate, a Material Adverse Effect on the Company, and no written notice to terminate and no written notice of an intent to terminate, in whole or part, any Material Contract has been received by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, ornor, to the Knowledge of ASFC, has been threatened to be made the subject ofCompany, any arbitration, suit other party thereto is in default or other legal proceeding; and (iv) there exists no material event breach under the terms of any Company Material Contract except for such instances of default or occurrence, condition or act breach that would not be reasonably likely to result in a Material Adverse Effect on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant AgreementsCompany.

Material Contracts. (a) Except for this Agreement, the Rowan Benefit Plans, agreements with customers for the provision of drilling and related services, agreements filed as disclosed in Schedule 3.11exhibits to the Rowan SEC Documents or as set forth on the applicable subsection of Section 3.19(a) of the Rowan Disclosure Schedule, as of the date hereof, neither ASFC Rowan nor any of its Subsidiaries is a party to or bound by: (i) any lease “material contract” (as such term is defined in Item 601(b)(10) of real property where any Regulation S-K of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real propertythe SEC); (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, Contract that provides for either (A) annual payments by ASFC imposes any restriction on the right or ability of Rowan or any Subsidiary of ASFC its Subsidiaries to compete with any other person or in any geographic area or acquire or dispose of $1,000,000 or more the securities of another person or (B) aggregate required payments by ASFC contains an exclusivity or any Subsidiary “most favored nation” clause that restricts the business of ASFC of $5,000,000 or moreRowan and its Subsidiaries in a material manner; (iii) any limited partnershipmortgage, joint venture note, debenture, indenture, security agreement, guaranty, pledge or other unincorporated business organization agreement or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of Rowan or similar any of its Subsidiaries in an amount in excess of $50.0 million, except any transaction among Rowan and its wholly owned Subsidiaries or among Rowan’s wholly owned Subsidiaries; (iv) any executory Contract that provides for the acquisition or disposition of assets, rights or properties with a value in excess of $50.0 million, except any transaction among Rowan and its wholly owned Subsidiaries or among Rowan’s wholly owned Subsidiaries; (v) any material joint venture, partnership or limited liability company agreement or arrangement other similar Contract relating theretoto the formation, creation, operation, management or control of any material joint venture, partnership or limited liability company, other than any such Contract solely between Rowan and its Subsidiaries or among Rowan’s Subsidiaries; (vi) any Contract expressly limiting or restricting the ability of Rowan or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vii) any Contract that obligates Rowan or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than any loan or capital contribution to, or investment in, (A) Rowan or one of its Subsidiaries or (B) any guarantees issued person (other than an officer, director or employee of Rowan or any of its Subsidiaries) that is less than $50.0 million to such person; (viii) any Contract that by its terms calls for aggregate payments by or to Rowan or any of its Subsidiaries of more than $50.0 million in the ordinary course aggregate over the remaining term of the surety business of ASFC and its Subsidiaries consistent such Contract, except for (A) Contracts with past practice a customer and (B) any such agreement with, Contract that may be cancelled by Rowan or relating to, an aggregate outstanding principal amount any of its Subsidiaries with a penalty or guaranteed obligation not exceeding other liability of less than $10,000,000; (vi) 10.0 million to Rowan or any license, franchise or similar agreement material to ASFC and of its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing upon notice of 60 days or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Dateless; (ix) any reinsurance treaty Contract that involves, or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into is reasonably expected in the ordinary course future to involve, annual revenues of business consistent with past practice$50.0 million; (x) any material agreement containing "change Contract providing for drilling unit construction, repair, modification, life extension, overhaul or conversion for an amount in control" or similar provisions relating to change in control excess of ASFC or any of its Subsidiaries$50.0 million; (xi) any "stop loss" agreementsContract with a customer with a remaining duration of greater than 180 days, other than those entered into in the ordinary course of business consistent with past practiceincluding fixed price customer options; (xii) any agreements (other than insurance policies or other similar agreements issued by Contract that includes any Subsidiary affiliate of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken Rowan as a whole pursuant counterparty or third party beneficiary and that would be required to which ASFC or any Subsidiary be disclosed under Item 404 of ASFC is obligated to indemnify any other Person; orRegulation S-K of the SEC; (xiii) any agreement with ASFC Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by Rowan or any of its Affiliates.Subsidiaries in excess of $50.0 million; (bxiv) ASFC has heretofore furnished any lease or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers sublease with respect thereto to a Rowan Leased Real Property with remaining payments in excess of $10.0 million; and (xv) any Contract the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now loss or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant Agreementswhich would reasonably be expected to have a Rowan Material Adverse Effect.

Material Contracts. (a) Except as disclosed in Schedule 3.11, as As of the date hereof, neither ASFC the Company nor any of its Subsidiaries Subsidiary is a party to or bound by: (i) any lease (whether of real property where any of ASFC or its Subsidiaries are tenants (Apersonal property) providing for annual base rentals of $1,000,000 500,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assetsassets providing for either (A) annual payments by the Company and the Subsidiaries of $500,000 or more or (B) aggregate payments by the Company and the Subsidiaries of $1,000,000 or more; (iii) any sales, including distribution or other similar agreement providing for the sale by the Company or any license for SoftwareSubsidiary of materials, supplies, goods, services, equipment or other assets that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC to the Company and the Subsidiaries of $1,000,000 2,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC to the Company and the Subsidiaries of $5,000,000 or more; (iiiiv) any limited partnership, joint venture or other unincorporated business organization similar agreement or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liabilityarrangement; (ivv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise)) owned by the Company or any of its Subsidiaries; (vvi) any agreement relating to the acquisition of any business (whether by merger, sale of stock, sale of assets or otherwise) (A) entered into since January 1, 2010 or (B) that contains any outstanding non-competition, earn-out or other contingent payment obligations or any other outstanding obligation of the Company or any of its Subsidiaries; (vii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any guarantee asset), except any such agreement with an aggregate outstanding principal amount not exceeding $500,000 and which may be prepaid on not more than 30 days’ notice without the payment of any penalty; (viii) any agreement pursuant to which the Company or similar any of its Subsidiaries is granted rights (including any covenant not to assert) with respect to any material Intellectual Property (other than licenses of unmodified commercially available off-the-shelf software); (ix) any agreement pursuant to which the Company or arrangement relating theretoany of its Subsidiaries grants rights (including any covenant not to assert) with respect to any material Intellectual Property owned by or licensed to the Company or any of its Subsidiaries (including any agreement that would encumber or purport to encumber any Intellectual Property owned by or exclusively licensed to any Affiliate of the Company (other than any of its Subsidiaries) which is not a direct party to such agreement), other than (A) any guarantees issued non-exclusive grants of such rights in the ordinary course of business by the surety business Company or any of ASFC and its Subsidiaries consistent in connection with past practice and (B) limited to use of any such agreement with, of the Company’s or relating to, an aggregate outstanding principal amount its Subsidiaries’ supplied products or guaranteed obligation not exceeding $10,000,000services; (vix) any licenseoption, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a wholeagreement; (viixi) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a wholeagreement; (viiixii) any agreement that restricts or prohibits ASFC limits the freedom of the Company or any Subsidiary (or that purports, after the Closing to limit the freedom of ASFC from competing with Parent, the Company or any Person of their respective affiliates) to compete in any line of business or from competing in, engaging in with any Person or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Datearea; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC (A) any of the Company’s Affiliates, (B) any Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of the Company or any of its Affiliates, (C) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the Company or any of its Affiliates or (D) any director or officer of the Company or any of its Affiliates or any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the ▇▇▇▇ ▇▇▇) of any such director or officer; or (xiv) any other agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to the Company and the Subsidiaries, taken as a whole. (b) ASFC has heretofore furnished Each agreement, contract, plan, lease, arrangement or made available commitment disclosed in any Schedule to Buyer complete this Agreement or required to be disclosed pursuant to this Section or any other Section of this Article 4 (each, a “Material Contract”) is a valid and correct copies binding agreement of the contractsCompany or any Subsidiary, agreements as the case may be (subject, in the case of enforceability, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and instruments listed on Schedule 3.11, each as amended or modified other laws affecting creditors’ rights generally and to the date hereof, including any waivers with respect thereto (the "Significant Agreements"general principles of equity). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect effect, and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and none of the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminateCompany, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, Subsidiary or, to the Knowledge knowledge of ASFC, has been threatened to be made the subject ofCompany, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of party thereto is in default or occurrencebreach in any material respect under the terms of any such agreement, condition contract, plan, lease, arrangement or act on commitment, and, to the part knowledge of ASFC the Company, no event or any Subsidiary of ASFC which constitutes or would constitute (circumstance has occurred that, with notice or lapse of time or both) a material breach , would constitute any event of default thereunder. True and complete copies of each such agreement, contract, plan, lease, arrangement or material default under any of the Significant Agreementscommitment have been delivered to Parent.

Material Contracts. (a) Except as disclosed in for Contracts relating to the Retained Assets, which will not be assumed by Acquirer, Schedule 3.11, 3.15(a) of the Contributor Disclosure Schedule lists the following Contracts as of the date hereofExecution Date (such Contracts, neither ASFC nor any of its Subsidiaries is a party to or bound by:collectively, the “Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contracts”): (i) any lease of real property where Contract between any of ASFC Propane Group Entity or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or moreInergy Sales, (B) expiring after December 31on the one hand, 2002 or (C) where ASFC and NRGY or any Affiliate of its Affiliates holds an equity interest in such real propertyNRGY (other than the Propane Group Entities or Inergy Sales), on the other hand; (ii) any agreement for Contract that contains any provision or covenant which restricts any Propane Group Entity or Inergy Sales from engaging in any lawful business activity or competing in any line of business or with any Person or in any geographic area or during any period of time after the purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or moreExecution Date; (iii) any limited partnershipContract that relates to the creation, joint venture incurrence, assumption or other unincorporated business organization guarantee of any Indebtedness by any Propane Group Entity or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liabilityInergy Sales with an aggregate principal amount exceeding $100,000; (iv) any agreement relating Contract in respect of the formation of any partnership or joint venture or that otherwise relates to the joint ownership or operation of the assets owned by any of the Propane Group Entities or Inergy Sales; (v) any Contract of the Propane Group Entities or Inergy Sales that includes the acquisition or disposition sale of assets (other than Contracts for Inventory entered into in the ordinary course of business) (A) with a value in excess of $5,000,000 or (B) pursuant to which any business Propane Group Entity or Inergy Sales has continuing “earn-out” or similar obligations (in either case, whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise Contract or similar agreement material to ASFC and its Subsidiaries, taken as commitment that involves a wholesharing of profits by any Propane Group Entity or Inergy Sales with any other Person; (vii) any agencyContract that otherwise involves the annual payment or sale by or to any of the Propane Group Entities or Inergy Sales of more than $500,000 or 250,000 gallons of propane, dealerrespectively, sales representative, marketing and that cannot be terminated by the Propane Group Entities or Inergy Sales on ninety (90) days’ or less notice without the payment by the Propane Group Entities or Inergy Sales of any material penalty or other similar agreement material to ASFC and its Subsidiaries, taken as a wholefurther payment; (viii) all Contracts with independent contractors or consultants (or similar arrangements) to which any agreement Propane Group Entity or Inergy Sales is a party involving annual payments in excess of $100,000 and that restricts cannot be cancelled by such Propane Group Entity or prohibits ASFC Inergy Sales without penalty or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area further payment and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Datewithout more than thirty (30) days’ notice; (ix) all Contracts with any reinsurance treaty Governmental Authority pursuant to which a Propane Group Entity or any facultative reinsurance contract (Inergy Sales has an obligation to sell propane in each case applicable to insurance quantities that are in force), other than any such treaty or contract entered into in the ordinary course excess of business consistent with past practice250,000 gallons; (x) any material agreement containing "change Contract involving annual payments in control" excess of $100,000 that contains most favored nations provisions or grants any exclusive rights, rights of first refusal, rights of first negotiation, participation or similar provisions relating rights to change in control any Person with respect to any assets or business opportunity of ASFC any Propane Group Entity or any of its SubsidiariesInergy Sales; (xi) any "stop loss" agreements, lease of personal property under which any Propane Group Entity or Inergy Sales is lessee (A) providing for the payment by such Propane Group Entity or Inergy Sales of annual rent of $50,000 or more that cannot be terminated by such Propane Group Entity or Inergy Sales on less than ninety (90) days’ notice without the payment by the Propane Group Entities or Inergy Sales of any material penalty or other than those entered into in the ordinary course of business consistent with past practicefurther payment; (xii) any agreements (other than insurance policies agreement for the purchase by any Propane Group Entity or Inergy Sales of propane, heating oil, distillates, materials, supplies, goods, services, equipment or other similar agreements issued assets with a value in excess of $100,000 that cannot be terminated by such Propane Group Entity or Inergy Sales on less than ninety (90) days’ notice without the payment by such Propane Group Entity or Inergy Sales of any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC penalty or any Subsidiary of ASFC is obligated to indemnify any other Person; orfurther payment; (xiii) any Contract relating to the transportation or storage of propane or the products therefrom, or the provision of services related thereto (including any operation, operation servicing or maintenance Contract) in each case pursuant to which any Propane Group Entity or Inergy Sales receives annual revenues or makes annual payments in excess of $100,000; (xiv) any collective bargaining agreement to which any Propane Group Entity or Inergy Sales is a party; (xv) except for employment agreements relating to Excluded Employees, any employment agreement with ASFC a divisional president, senior vice president or Director–Fleet/Asset Management of any Propane Group Entity; (xvi) any Contract under which any Propane Group Entity or Inergy Sales is obligated to purchase or sell a specified volume of propane in excess of 250,000 gallons over the remaining term of such Contract, including any requirements contracts, “take-or-pay” or “ship-or-pay” Contracts; (xvii) any Hedging Agreement; (xviii) all licenses of Intellectual Property (A) from a Propane Group Entity or Inergy Sales to any third party and (B) to a Propane Group Entity or Inergy Sales (or a Contributor Party if utilized in or for the benefit of the Propane Business) from any third party, in each case, (1) pursuant to which any Propane Group Entity or Inergy Sales receives annual revenues or makes annual payments in excess of $100,000 and (2) excluding licenses associated with off-the-shelf software; (xix) any Contract between any of the Propane Group Entities or Inergy Sales and any officer, director or Affiliate of any of the Propane Group Entities or Inergy Sales (other than the NRGY Entities) or any immediate family member of its Affiliatesany of the foregoing; and (xx) any Contract not specified above pursuant to which any Propane Group Entity or Inergy Sales has an obligation (payment or otherwise) exceeding $500,000. (b) ASFC Except as set forth on Schedule 3.15(b) of the Contributor Disclosure Schedule, each Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract has heretofore furnished or been made available to Buyer complete and correct copies of the contractsAcquirer, agreements and instruments listed on Schedule 3.11, each as amended or modified subject to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11Clean Team Agreement, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each is a valid and binding obligation of the Significant Agreements Propane Group Entity or Inergy Sales that is party thereto and (ii) is in full force and effect and enforceable in accordance with its termsterms against such Propane Group Entity or Inergy Sales, subject as applicable, and, to the Knowledge of the Contributor Parties, the other parties thereto, except in each case, as enforcement may be limited by Creditors’ Rights. (Ac) bankruptcyNone of Inergy Sales or the Propane Group Entities nor, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights Knowledge of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminatethe Contributor Parties, any other party to any Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract is in default or breach, in any material respect, thereunder and no event has occurred that (i) with the giving of notice or the Significant Agreements; (iii) no Significant Agreement is the subject ofpassage of time or both would constitute a breach or default, in any material respect, by Inergy Sales or such Propane Group Entity or, to the Knowledge of ASFC, has been threatened to be made the subject ofContributor Parties, any arbitrationother party to any Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract, suit or other legal proceeding; and (ivii) there exists no material event of default would permit termination, modification or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default acceleration under any of Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract by the Significant Agreementscounterparty thereto.

Material Contracts. (a) Except as for the Contracts disclosed in Schedule 3.113.12 attached hereto, as of with respect to the date hereofSystem, neither ASFC nor the System Operations or any of its Subsidiaries Purchased Assets, Seller is not a party to or bound by: (i) any lease (whether of real property where any of ASFC or its Subsidiaries are tenants (Apersonal property) providing for annual base rentals of $1,000,000 25,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assetsassets providing for either (A) annual payments by Seller of $25,000 or more or (B) aggregate payments by Seller of $50,000 or more; (iii) any sales, including any license distribution or other similar agreement providing for Softwarethe sale by Seller of materials, supplies, goods, services, equipment or other assets that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC to Seller of $1,000,000 25,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC to Seller of $5,000,000 50,000 or more; (iiiiv) any limited partnership, joint venture or other unincorporated business organization similar agreement or similar arrangement or (other than the agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to the acquisition or disposition limited partnership of any business (whether by merger, sale of stock, sale of assets or otherwiseSeller); (v) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any guarantee or similar asset), except any such agreement or arrangement relating thereto, other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,00025,000 and which may be prepaid on not more than 30 days notice without the payment of any penalty and (B) entered into subsequent to the date of this Agreement as permitted by Section 306 hereof; (vi) any option, license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a wholeagreement; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a wholeagreement; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary limits the freedom of ASFC from competing with any Person Seller to compete in any line of business or from competing in, engaging in with any Person or entering into any line of business in any area and or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Purchased Asset or which would so restrict or prohibit ASFC or any Subsidiary limit the freedom of ASFC Buyer after the Closing Date; (ix) any reinsurance treaty agreement with or for the benefit of any facultative reinsurance contract Affiliate of Seller; or (in each case applicable to insurance in force)x) any other agreement, other than any such treaty commitment, arrangement or contract entered into plan not made in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) which is material to ASFC and its Subsidiaries the System or the Purchased Assets taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliateswhole. (b) ASFC has heretofore furnished Each Contract disclosed in any schedule to this Agreement or made available required to Buyer complete be disclosed pursuant to this Section 3.12 is a valid and correct copies binding agreement of the contracts, agreements Seller and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect effect, and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, orSeller nor, to the Knowledge knowledge of ASFCSeller, any other party thereto is in default or breach in any material respect under the terms of any such Contract, nor, to the knowledge of Seller, has been threatened to be made the subject ofany event or circumstance occurred that, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a , would constitute any event of default thereunder. No waiver, indulgence or postponement of any material breach of or material default obligations under any lease has been granted by Seller or, to the knowledge of Seller, by any other Person. Seller has been and presently is in peaceable possession under all such leases since acquiring its interest in the Significant Agreementsleasehold. True and complete copies of each such written Contract have been delivered to Buyer.

Material Contracts. (a) Except as disclosed in on Schedule 3.11, as and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the date hereofpayment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither ASFC the Company nor any Subsidiary, to the best of its Subsidiaries their knowledge, is a party to or bound by: (i) any lease not made in the ordinary course of real property where any business which involves payments of ASFC more than $150,000 per year or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after extends beyond December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property1999; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary assets not made in the ordinary course of ASFC of business which individually does not exceed $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more250,000; (iii) any limited partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any guarantee or similar asset), except any such agreement or arrangement relating thereto, other than (A) any guarantees issued entered into in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,00025,000; (viiv) any licensematerial partnership, franchise joint venture or other similar agreement material to ASFC and its Subsidiaries, taken as a wholeor arrangement; (viiv) any material agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a wholenot made in the ordinary course of business; (viiivi) any material agreement that restricts or prohibits ASFC arrangement with Seller or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date;its Affiliates; or (ixvii) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into agreement not made in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) that is material to ASFC the Company and its the Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliateswhole. (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies of the contracts, Except for agreements and instruments listed which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiary, as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11case may be, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect effect, and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and neither the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC Company nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination ofSubsidiary is, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, nor to the Knowledge knowledge of ASFCSeller is any other party thereto, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of in default or occurrencebreach in any material respect under the terms of any such agreement, condition except for such defaults or act on the part of ASFC breaches which would not reasonably be expected to have a Material Adverse Effect or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant AgreementsChubb Securities Material Adverse Effect.

Material Contracts. (a) Except as disclosed in Schedule 3.11, as Section 5.14(a) of the date hereofCompany Disclosure Letter lists each of the following Contracts, neither ASFC nor whether written or oral, to which the Company or any of its Subsidiaries is a party or by which it is bound as of the date of this Agreement (each such Contract listed or required to or bound by:be so listed, a “Company Material Contract”): (i) any lease Contract or series of real property where any of ASFC or its Subsidiaries are tenants related Contracts (Aother than the Employee Plans) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property; (ii) any agreement for the purchase purchase, receipt, lease or use of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual assets involving payments by ASFC or to the Company or any Subsidiary of ASFC its Subsidiaries of more than $1,000,000 100,000 on an annual basis or more $250,000 in the aggregate; (ii) any material sales agency, sales representation, distributorship or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or morefranchise agreement; (iii) any limited partnershipContract or series of related Contracts (other than any Contract with respect to Leased Real Property) involving payments by or to the Company or any of its Subsidiaries of more than $100,000 on an annual basis or $250,000 in the aggregate that requires the consent of or notice to a third party in the event of or with respect to the Offer, joint venture the Merger or the other transactions contemplated hereby, including in order to avoid a breach or termination of, a loss of benefit under, or triggering a price adjustment, right of renegotiation or other unincorporated business organization or similar arrangement or agreement in which ASFC or remedy under, any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liabilitysuch agreement; (iv) any agreement Contract for Indebtedness, whether as borrower, lender or guarantor, in a principal amount greater than $50,000; (v) any Contract restricting the payment of dividends on Company Capital Stock or the repurchase of Company Capital Stock by the Company; (vi) any collective bargaining agreements; (vii) any material joint venture, profit sharing, partnership agreements or other similar agreements; (viii) any Contracts or series of related Contracts relating to the acquisition or disposition of any business or of all or substantially all the securities or assets of any Person (in each case, whether by merger, sale of stock, sale of assets or otherwise); (vix) any agreement relating Contract with a Governmental Authority; (x) all leases or subleases for real property involving annual expense in excess of $50,000 and not cancelable by the Company (without premium or penalty) within 12 months (each, a “Material Real Property Lease”); (xi) all leases or subleases for personal property involving annual expense in excess of $100,000 and not cancelable by the Company (without premium or penalty) within 12 months; (xii) all Contracts granting any license to indebtedness for borrowed money Intellectual Property (other than trade and service marks by the Company or any guarantee of its Subsidiaries) having an aggregate value per license, or similar agreement involving payments to the Company or arrangement relating theretoany of its Subsidiaries, other of more than $100,000 on an annual basis; (xiii) any Contract that (A) any guarantees issued in limits the ordinary course freedom of the surety business Company or any of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, to engage or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person compete in any line of business or from competing in, engaging in with any Person or entering into any line of business in any geographic area and or which would so restrict or prohibit ASFC limit the freedom of Parent, the Company or any Subsidiary of ASFC their respective Affiliates after the Closing DateEffective Time or (B) contains exclusivity, “most favored nation,” “rights of first refusal,” “rights of first negotiation” or similar obligations or restrictions that are binding on the Company or any of its Subsidiaries or that would be binding on Parent or its Affiliates after the Effective Time; (ixxiv) all agreements by the Company or any of its Subsidiaries not to acquire assets or securities of a third party (including standstill agreements); (xv) any reinsurance treaty material Contract (including Material Real Property Leases, but excluding other Real Property Leases) providing for the indemnification by the Company or any facultative reinsurance contract (in each case applicable to insurance in force)of its Subsidiaries of any Person, other than any such treaty or contract entered into in the ordinary course of business consistent with past practicebusiness; (xxvi) any material agreement containing "change in control" Contracts (other than the Employee Plans) or similar provisions relating to change in control other transactions (other than the Employee Plans) with any (A) executive officer or director of ASFC the Company or any of its Subsidiaries;, (B) record or beneficial owner of five percent or more of the voting securities of Company, or (C) affiliate (as such term is defined in Rule 12b-2 promulgated under the ▇▇▇▇ ▇▇▇) or “associates” (or members of any of their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the ▇▇▇▇ ▇▇▇) of any such officer, director or beneficial owner; and (xixvii) any "stop loss" agreements, other than those entered into in Contract required to be filed by the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole Company pursuant to which ASFC Item 601(b)(10) of Regulation S-K of the SEC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliates.disclosed by the Company on a Current Report on Form 8-K. (b) ASFC The Company has heretofore furnished or prior to the date of this Agreement made available to Buyer Parent complete and correct accurate copies of each Company Material Contract listed, or required to be listed, in Section 5.14(a) of the contractsCompany Disclosure Letter (including all amendments, agreements modifications, extensions and instruments listed renewals thereto and waivers thereunder). Each of the Company Material Contracts is valid and binding on Schedule 3.11the Company or its Subsidiaries, as applicable, and to the knowledge of the Company, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11other party thereto, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its termsterms (except those which are cancelled, rescinded or terminated after the date of this Agreement in accordance with their terms and subject to (A) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, reorganization, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' ’ rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered equity), except where the failure to be in a proceeding at law full force and effect has not had and would not reasonably be expected to have, individually or in equitythe aggregate, a Material Adverse Effect on the Company, and no notice to terminate, in whole or part, any of the same has been served (nor has there been any indication in writing delivered to the Company that any such notice of termination will be served); (ii) neither ASFC . Neither the Company nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, ornor, to the Knowledge knowledge of ASFC, has been threatened to be made the subject ofCompany, any arbitration, suit other party to any Company Material Contract is in default or other legal proceeding; and (iv) there exists no material event breach under the terms of any Company Material Contract except for such instances of default or occurrencebreach that would not be reasonably likely to have, condition individually or act in the aggregate, a Material Adverse Effect on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant AgreementsCompany.

Material Contracts. (a) Except for those agreements and other documents filed as disclosed exhibits or incorporated by reference to Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 or filed or incorporated in Schedule 3.11any of its other Company SEC Reports filed since March 16, as of 2012 and prior to the date hereofhereof or as Previously Disclosed, neither ASFC Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or bound by: understanding (whether written or oral) (each, whether or not filed with the SEC, a “Material Contract”): (i) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K; (ii) that contains a non-compete or client or customer non-solicit requirement or any lease other provisions that restricts the conduct of, or the manner of real property where conducting, any line of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals business of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC Company or any of its Affiliates holds an equity interest in such real property; affiliates (ii) any agreement for or, upon consummation of the purchase Merger, of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC Purchaser or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more; its affiliates); (iii) any limited partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC that obligates Company or any Subsidiary of ASFC serves as a general partner its affiliates (or, upon consummation of the Merger, Purchaser or otherwise has unlimited liability; any of its affiliates) to conduct business with any third party on an exclusive or preferential basis; (iv) that requires referrals of business or requires Company or any agreement relating of its affiliates to the acquisition make available investment opportunities to any person on a priority or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); exclusive basis; (v) any agreement relating that relates to the incurrence of indebtedness for borrowed money by Company or any guarantee or similar agreement or arrangement relating thereto, of its Subsidiaries (other than (A) any guarantees issued in deposit liabilities, trade payables, federal funds purchased, advances and loans from the ordinary course of the surety business of ASFC Federal Home Loan Bank and its Subsidiaries consistent with past practice and (B) any such agreement withsecurities sold under agreements to repurchase, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into incurred in the ordinary course of business consistent with past practice; ) including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (xvi) that grants any right of first refusal, right of first offer or similar right with respect to any material agreement containing "change in control" assets, rights or similar provisions relating to change in control properties of ASFC Company or any of its Subsidiaries; ; (vii) that limits the payment of dividends by Company or any of its Subsidiaries; (viii) that relates to a material joint venture, partnership, limited liability company agreement or other similar agreement or arrangement with any third party, or to the formation, creation or operation, management or control of any material partnership or joint venture with any third parties, except in each case that relate to merchant banking investments by the Company or its Subsidiaries in the ordinary course of business; (ix) that relates to an acquisition, divestiture, merger or similar transaction and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (x) that provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (xi) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $200,000 per annum (other than any "stop loss" agreementssuch contracts which are terminable by Company or any of its Subsidiaries on 60 days or less notice without any required payment or other conditions, other than those the condition of notice); (xii) that grants to a person any right in Company Owned Intellectual Property or grants to Company or any of its Subsidiaries a license to Company Licensed Intellectual Property (excluding licenses to shrink-wrap or click-wrap software), in each case that involves the payment or more than $200,000 per annum or is material to the conduct of the businesses of the Company; (xiii) to which any affiliate, officer, director, employee or consultant of such party or any of its Subsidiaries is a party or beneficiary (except with respect to loans to, or deposit or asset management accounts of, directors, officers and employees entered into in the ordinary course of business consistent and in accordance with past practice; all applicable regulatory requirements with respect to it); or (xiixiv) that is otherwise material to the Company or any agreements (other than insurance policies or other similar agreements issued by any Significant Subsidiary of ASFC in the ordinary course Company or their financial condition or results of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliates. (b) ASFC operations. Company has heretofore furnished Previously Disclosed or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified Purchaser prior to the date hereofhereof true, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, correct and except to the extent not material to ASFC and its Subsidiaries taken as a whole: complete copies of each Material Contract. (i) each Each Material Contract is a valid and legally binding agreement of Company or one of its Subsidiaries, as applicable, and, to the Significant Agreements Knowledge of Company, the counterparty or counterparties thereto, is enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception) and is in full force and effect and enforceable in accordance with its termseffect, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) Company and each of its Subsidiaries has duly performed all material obligations required to be performed by it prior to the date hereof under each Material Contract, (iii) neither ASFC Company nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination ofSubsidiaries, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, orand, to the Knowledge of ASFC, has been threatened to be made the subject ofCompany, any arbitrationcounterparty or counterparties, suit or other legal proceeding; is in breach of any provision of any Material Contract, and (iv) there no event or condition exists no material event of default or occurrencethat constitutes, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with after notice or lapse of time or both) , will constitute, a material breach breach, violation or default on the part of Company or material default any of its Subsidiaries under any of such Material Contract or provide any party thereto with the Significant Agreementsright to terminate such Material Contract.

Material Contracts. (a) Except as disclosed in Schedule 3.11, as As of the date hereof, neither ASFC nor none of the Company or any of its Subsidiaries is a party to or bound by: (i) any lease (whether of real property where any of ASFC or its Subsidiaries are tenants (Apersonal property) providing for annual base rentals of $1,000,000 100,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides assets providing for either (A) annual payments by ASFC or any Subsidiary of ASFC the Company and its Subsidiaries of $1,000,000 100,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC the Company and its Subsidiaries of $5,000,000 250,000 or more; (iii) any limited partnershiplicense, joint venture sales, rental, distribution or other unincorporated business organization similar agreement providing for the license, sale, rental or similar arrangement or agreement in which ASFC distribution by the Company or any Subsidiary of ASFC serves as a general partner its Subsidiaries of technology, materials, supplies, goods, services, equipment or otherwise has unlimited liabilityother assets that expressly provides for (or would reasonably be expected to result in) either annual payments to the Company or any of its Subsidiaries of $100,000 or more or aggregate payments to the Company or any of its Subsidiaries of $250,000 or more; (iv) any agreement for the purchase or license of technology, materials, supplies, goods, services, equipment or other tangible or intangible assets that provides for (or would reasonably be expected to result in) either annual payments by the Company or any of its Subsidiaries of $100,000 or more or aggregate payments by the Company or any of its Subsidiaries of $250,000 or more; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vvi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any guarantee or similar agreement or arrangement relating theretoasset), other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) except any such agreement with, or relating to, with an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) 100,000 and which may be prepaid on not more than 30 days’ notice without the payment of any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a wholepenalty; (vii) any agency, dealer, sales representative, marketing or other similar agreement; (viii) any consulting, services, development or collaboration agreement or other agreement for development, commercialization, marketing or sales of products and services for the Company or any of its Subsidiaries, including joint ventures; (ix) any agreement that limits the freedom of the Company or any of its Subsidiaries to compete in any line of business or with any Person or in any area or which would so limit the freedom of the Surviving Corporation, Parent or any of Parent’s Affiliates after the Closing Date; (x) any agreement providing for indemnification by the Company or any of its Subsidiaries, or in favor of the Company or any of its Subsidiaries, other than indemnification provisions arising in the ordinary course of business and consistent with past practices, including without limitation in purchase orders, customer agreements or indemnities of lessors (other than any Affiliate) under any leases; (xi) any material agreement containing a “most favored nation” or similar provision or providing for minimum purchase or sale obligations; (xii) any agreement with (A) any Stockholder or any of its Affiliates, (B) any Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of any Stockholder or any of its Affiliates, (C) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by any Stockholder or any of its Affiliates or (D) any director or officer of any Stockholder or any of its Affiliates or any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the ▇▇▇▇ ▇▇▇) of any such director or officer; (xiii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, Company Securities or debt instruments, or any undertaking, promise or other obligation, written or oral, of the Company or any of its Subsidiaries to issue any Company Securities or Company Subsidiary Securities; (xiv) any shareholders agreement or similar agreement with or among the Stockholders, including any agreement that provides for preemptive rights or imposes any limitation or restriction on Company Stock, including any restriction on the right of a Stockholder to vote, sell or otherwise dispose of such Company Stock; or (xv) any other agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to ASFC the Company and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliates. (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant Agreements.

Material Contracts. (a) Except for this Agreement, the Ensco Benefit Plans, agreements with customers for the provision of drilling and related services, agreements filed as disclosed in Schedule 3.11exhibits to the Ensco SEC Documents or as set forth on the applicable subsection of Section 4.19(a) of the Ensco Disclosure Schedule, as of the date hereof, neither ASFC Ensco nor any of its Subsidiaries is a party to or bound by: (i) any lease “material contract” (as such term is defined in Item 601(b)(10) of real property where any Regulation S-K of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real propertythe SEC); (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, Contract that provides for either (A) annual payments by ASFC imposes any restriction on the right or ability of Ensco or any Subsidiary of ASFC its Subsidiaries to compete with any other person or in any geographic area or acquire or dispose of $1,000,000 or more the securities of another person or (B) aggregate required payments by ASFC contains an exclusivity or any Subsidiary “most favored nation” clause that restricts the business of ASFC of $5,000,000 or moreEnsco and its Subsidiaries in a material manner; (iii) any limited partnershipmortgage, joint venture note, debenture, indenture, security agreement, guaranty, pledge or other unincorporated business organization agreement or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of Ensco or similar any of its Subsidiaries in an amount in excess of $50.0 million, except any transaction among Ensco and its wholly owned Subsidiaries or among Ensco’s wholly owned Subsidiaries; (iv) any executory Contract that provides for the acquisition or disposition of assets, rights or properties with a value in excess of $50.0 million, except any transaction among Ensco and its wholly owned Subsidiaries or among Ensco’s wholly owned Subsidiaries; (v) any material joint venture, partnership or limited liability company agreement or arrangement other similar Contract relating theretoto the formation, creation, operation, management or control of any material joint venture, partnership or limited liability company, other than any such Contract solely between Ensco and its Subsidiaries or among Ensco’s Subsidiaries; (vi) any Contract expressly limiting or restricting the ability of Ensco or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vii) any Contract that obligates Ensco or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than any loan or capital contribution to, or investment in, (A) Ensco or one of its Subsidiaries or (B) any guarantees issued person (other than an officer, director or employee of Ensco or any of its Subsidiaries) that is less than $50.0 million to such person; (viii) any Contract that by its terms calls for aggregate payments by or to Ensco or any of its Subsidiaries of more than $50.0 million in the ordinary course aggregate over the remaining term of the surety business of ASFC and its Subsidiaries consistent such Contract, except for (A) Contracts with past practice a customer and (B) any such agreement with, Contract that may be cancelled by Ensco or relating to, an aggregate outstanding principal amount any of its Subsidiaries with a penalty or guaranteed obligation not exceeding other liability of less than $10,000,000; (vi) 10.0 million to Ensco or any license, franchise or similar agreement material to ASFC and of its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing upon notice of 60 days or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Dateless; (ix) any reinsurance treaty Contract that involves, or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into is reasonably expected in the ordinary course future to involve, annual revenues of business consistent with past practice$50.0 million; (x) any material agreement containing "change Contract providing for drilling unit construction, repair, modification, life extension, overhaul or conversion for an amount in control" or similar provisions relating to change in control excess of ASFC or any of its Subsidiaries$50.0 million; (xi) any "stop loss" agreementsContract with a customer with a remaining duration of greater than 180 days, other than those entered into in the ordinary course of business consistent with past practiceincluding fixed price customer options; (xii) any agreements (other than insurance policies or other similar agreements issued by Contract that includes any Subsidiary affiliate of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken Ensco as a whole pursuant counterparty or third party beneficiary and that would be required to which ASFC or any Subsidiary be disclosed under Item 404 of ASFC is obligated to indemnify any other Person; orRegulation S-K of the SEC; (xiii) any agreement with ASFC Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by Ensco or any of its Affiliates.Subsidiaries in excess of $50.0 million; (bxiv) ASFC has heretofore furnished any lease or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers sublease with respect thereto to an Ensco Leased Real Property with remaining payments in excess of $10.0 million; and (xv) any Contract the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now loss or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant Agreementswhich would reasonably be expected to have an Ensco Material Adverse Effect.

Material Contracts. (a) Except as disclosed in Schedule 3.11, as Section 3.11 of the date hereofSeller Disclosure Schedule contains a list of all Contracts referred to in clauses (i) through (xv), neither ASFC nor any inclusive, of its Subsidiaries this Section 3.11(a) to which the Company is a party and which is currently in effect (each Contract required to or bound bybe disclosed hereunder, a “Material Contract” and, collectively, the “Material Contracts”), complete and accurate copies of which have been made available to Buyer: (i) any lease (whether of real property where any of ASFC or its Subsidiaries are tenants (Apersonal property) providing for annual base rentals of $1,000,000 25,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property; (ii) any agreement for the purchase of materials, supplies, goods, services, development, equipment or other assetsassets providing for annual payments by the Company of $25,000 or more; (iii) any sales, including any license partnering, development or other similar agreement providing for Softwarethe sale by the Company of products, services or other assets (other than Contracts with the Company’s customers that are not required to be disclosed pursuant to Section 3.11(c)) that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC to the Company of $1,000,000 25,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC to the Company of $5,000,000 25,000 or more; (iiiiv) any limited partnership, joint venture or other unincorporated business organization similar agreement or similar arrangement or agreement in arrangement, other than referral agreements pursuant to which ASFC or the Company has not made any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liabilityreferral payments since July 31, 2009; (ivv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise), other than the acquisition or disposition of inventory; (vvi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any guarantee or similar agreement or arrangement relating theretoasset), other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) except any such agreement with, or relating to, with an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; 25,000 and which may be prepaid on not more than thirty (vi30) calendar days’ notice without the payment of any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a wholepenalty; (vii) any agency(A) option, dealerfranchise or similar agreement, sales representative(B) inbound license of Intellectual Property Rights or Technology to the Company other than Off-the-Shelf Software or (C) outbound license of Intellectual Property Rights, marketing Company Software or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts Company Intellectual Property or prohibits ASFC or any Subsidiary sublicense of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after Licensed Intellectual Property by the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force)Company, other than any such treaty or contract non-exclusive outbound license of Company Software entered into in the ordinary course of business consistent with past practice; (viii) any agency, dealer, sales representative, distribution, marketing or other similar agreement involving $25,000 or more (which, in the case of referral agreements shall only include referral agreements pursuant to which payments received by the Company or paid by the Company for referral fees are equal to $25,000 or more), other than instances wherein an employee of the Company acts as a sales representative; (ix) any agreement that (A) limits the freedom of the Company to compete in any line of business or against any Person or in any area or which would so limit the freedom of the Company after the Closing Date or (B) provides for pricing or other contract terms on a “most favored nations” or similar basis; (x) any material agreement containing "change in control" with (A) any Seller or similar provisions relating the Company, (B) any Person directly or indirectly owning, controlling or holding with power to change in control vote, 5% or more of ASFC the outstanding voting securities of the Company, (C) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by any Seller or the Company or (D) any director or officer of the Company or any “associates” or members of its Subsidiariesthe “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such director or officer; (xi) any "stop loss" indemnification agreements, other than in connection with commercial transactions or indemnification provisions in outbound licenses, in each case in the ordinary course of business; (xii) any contract with a Governmental Authority; (xiii) powers of attorney from the Company; (xiv) confidentiality and non-disclosure agreements (whether the Company is the beneficiary or the obligated party thereunder), other than those entered into related to commercial transactions in the ordinary course of business consistent with past practice;; or (xiixv) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC Contract not made in the ordinary course of its business) business that is material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary the Company involving payment over the life of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any such Contract in excess of its Affiliates$50,000. (bi) ASFC has heretofore furnished or made available to Buyer complete Each Material Contract is a valid and correct copies binding agreement of the contracts, agreements and instruments listed on Schedule 3.11, each Company except as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, moratorium and other or similar laws now or hereafter in effect relating to or Applicable Laws affecting the enforcement of creditors' ’ rights generally and the rights of creditors of insurance companies generally and (B) general principles rules of equity (regardless of whether considered equity, and is in a proceeding at law or in equity); full force and effect, (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any none of the Significant Agreements; (iii) no Significant Agreement is the subject of, Company or, to the Knowledge of ASFC, has been threatened to be made the subject ofCompany, any arbitrationother party thereto, suit is in default or other legal proceeding; breach in any material respect under the terms of any such Material Contract and (iviii) there exists to the Knowledge of the Company, no material event of default or occurrencecircumstance has occurred that, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach , would constitute any event of or material default under any Material Contract. Complete and accurate copies of each Material Contract have been made available to Buyer. (c) Schedule 3.11(c) sets forth the names of each customer of the Significant AgreementsCompany that represents greater than 1.0% of the revenues of the Company during the year ended December 31, 2010 and during the seven-months ended July 31, 2011. Since December 31, 2010, none of the customers listed in Schedule 3.11(c) has notified the Company in writing that it is canceling, materially reducing or otherwise terminating its business with the Company or that it intends to cancel, reduce or otherwise terminate its relationship with the Company. All agreements between the Company and each such customer set forth in Schedule 3.11(c) shall, for all purposes pursuant to this Agreement, be deemed to be a “Material Contract.”

Material Contracts. (a) Except as disclosed in Schedule 3.11for this Agreement and agreements filed with the SEC, neither the Company nor any Company Subsidiary is, as of the date hereof, neither ASFC nor any of its Subsidiaries is a party to or bound byby any written agreement: (i) any lease that is a “material contract” (as such term is defined in Item 601(b)(10) of real property where any Regulation S-K of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real propertythe SEC); (ii) any that is a partnership or joint-venture agreement for (other than a partnership agreement constituting an organizational agreement of a Subsidiary) that is material to the purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or moreCompany and the Company Subsidiaries considered as a single enterprise; (iii) any limited partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to except for intercompany transactions among the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued in Company and the ordinary course of the surety business of ASFC and its Company Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practicepractices, relating to the borrowing of money (including any guarantee thereof) or that is a mortgage, security agreement, capital lease or similar agreements, in each case in excess of $100 million or that creates a Lien other than a Permitted Lien on any material asset of the Company or any Company Subsidiary; (xiv) other than any material agreement containing "change in control" partnership, joint venture or similar provisions relating arrangement, that limits or purports to change in control limit the ability of ASFC the Company or any of its Affiliates to compete or engage in any line of business, in any geographic area or with any Person and that, in each case, is material to the Company and the Company Subsidiaries considered as a single enterprise (it being further agreed the Company shall use its reasonable best efforts to provide to Parent by December 19, 2014, true and correct copies of all partnership, joint venture or similar arrangements with any such limitations and any other agreements with any such limitations that would apply to Parent or any of its Subsidiaries (other than the Company and the Company Subsidiaries) from and after the consummation of the Merger); (xiv) any "stop loss" agreements, other than those entered into except for intercompany transactions among the Company and the Company Subsidiaries in the ordinary course of business consistent with past practicepractices, for the license or sublicense of any Intellectual Property or other intangible asset (whether as a licensor or a licensee) that provides (A) for payment of $25 million or more per year or (B) material exclusive rights to any third party; (xiivi) relating to the sale of any agreements of the assets or properties (other than insurance policies or other similar agreements issued by any Subsidiary dispositions of ASFC inventory and consumables in the ordinary course of its businessbusiness consistent with past practices) material to ASFC and its Subsidiaries taken of the Company or any Company Subsidiary in excess of $50 million, other than those as a whole pursuant to which ASFC the sale transaction has previously closed, (A) are so reflected on the Company’s financial statements and (B) the Company and the Company Subsidiaries have no continuing material obligation thereunder or relate to an intercompany transaction among the Company and the Company Subsidiaries in the ordinary course of business consistent with past practices; (vii) relating to the acquisition by the Company or any Company Subsidiary of ASFC is obligated to indemnify any assets (other than acquisitions of equipment and supplies in the ordinary course of business), operating business or the capital stock of any other Person; orPerson in excess of $50 million other than those as to which the acquisition has previously closed and (A) are so reflected on the Company’s financial statements and (B) the Company and the Company Subsidiaries have no continuing obligation thereunder; (xiiiviii) any agreement with ASFC that (A) obligates the Company or any Company Subsidiary for more than one year, has total projected revenue of its Affiliatesat least $100 million and is currently operating or currently projected to operate at a loss or (B) involves a take or pay amount of at least $100 million; and (ix) with respect to a Company Stock Plan or Company Benefit Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, except to the extent contemplated by Section 3.4. All written agreements of the type described in this Section 4.21, including those agreements filed with the SEC, shall be collectively referred to herein as the “Material Contracts.” (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies of Neither the contractsCompany nor any Company Subsidiary, agreements and instruments listed on Schedule 3.11nor, each as amended or modified to the date hereofCompany’s knowledge, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11counterparty to any Material Contract, and except has violated or is alleged to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor have violated any of its Subsidiaries has received any notice (written or oral) of cancellation or termination provision of, or committed or failed to perform any expression act which, with or indication of an intention or desire to cancel or terminatewithout notice, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) , would constitute a material breach of or material default under the provisions of any of the Significant AgreementsMaterial Contract, except in each case for those violations and defaults which would not constitute a Company Material Adverse Effect.

Material Contracts. (a) Except as disclosed in Schedule 3.114.18 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereofof this Agreement, neither ASFC nor (provided, however, that the Company not be required to list any such agreements in Schedule 4.18 of its Subsidiaries is a party the Company Disclosure Letter that are filed as exhibits to or bound bythe Company SEC Documents) of: (i) any lease each “material contract” (as such term is defined in Item 601(b)(10) of real property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real propertyRegulation S-K under the Exchange Act); (ii) any agreement each contract that provides for the purchase acquisition, disposition, license, use, distribution or outsourcing of materials, supplies, goodsassets, services, equipment rights or properties (other assets, including any license for Software, than Oil and Gas Properties) with respect to which the Company reasonably expects that provides for either (A) the Company and its Subsidiaries will make annual payments by ASFC or any Subsidiary of ASFC in excess of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more15,000,000; (iii) each contract that constitutes a commitment relating to Indebtedness for borrowed money or the deferred purchase price of property by the Company or any limited of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $15,000,000, other than agreements solely between or among the Company and its Subsidiaries; (iv) each contract for lease of personal property or real property (other than Oil and Gas Properties) involving aggregate payments in excess of $15,000,000 in any calendar year that are not terminable without penalty within 60 days, other than contracts related to drilling rigs; (v) each contract containing any area of mutual interest, joint bidding area, joint acquisition area, or non-compete or similar type of provision that, following the Effective Time, by virtue of Parent becoming an Affiliate of the Company as a result of the Transactions, would by its terms materially restrict the ability of Parent or any of its Subsidiaries to compete in any line of business or with any Person or geographic area during any period of time after the Effective Time; (vi) each contract involving the pending acquisition or sale of (or option to purchase or sell) any material amount of the assets or properties (including Hydrocarbons) of the Company or its Subsidiaries, taken as a whole, other than contracts involving the acquisition or sale of (or option to purchase or sell) Hydrocarbons in the ordinary course of business; (vii) each contract for any Derivative Transaction; (viii) each material partnership, joint venture or limited liability company agreement, other unincorporated business organization than any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Company; (ix) each joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar arrangement contract requiring the Company or any of its Subsidiaries to make expenditures that would reasonably be expected to be in excess of $15,000,000 in the aggregate during the twelve (12)-month period following the date of this Agreement, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (x) any material lease or sublease with respect to a Company Material Leased Real Property; (xi) each collective bargaining agreement in to which ASFC the Company is a party or is subject; (xii) each agreement under which the Company or any of its Subsidiaries, on the one hand, has advanced or loaned any amount of money to any of the following, on the other hand (x) an executive officer or director of the Company or any Subsidiary of ASFC serves the Company, (y) a beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of the Company Common Stock or (z) Affiliate, “associate” or member of the “immediate family” (as a general partner or otherwise has unlimited liability; (ivsuch terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) any agreement relating to the acquisition or disposition of any business of the Persons described in the foregoing clauses (whether by merger, sale of stock, sale of assets x) or otherwise(y); (vxiii) any agreement relating to indebtedness contract that provides for borrowed money a “take-or-pay” clause or any guarantee similar prepayment obligation, acreage dedication, minimum volume commitments or similar capacity reservation fees to a gathering, transportation or other arrangement downstream of the wellhead, that cover, guaranty or commit volumes in excess of 50 MMcf (or, in the case of liquids, in excess of 8,333 barrels of oil equivalent) of Hydrocarbons of the Company or any of its Subsidiaries per day over a period of one month (calculated on a yearly average basis) or for a term greater than ten (10) years; (xiv) any contract between the Company or any of its Subsidiaries, on the one hand, and any of their respective officers or directors, or any holder 5% or more of the outstanding shares of Company Common Stock (or any such Person’s Affiliates) on the other hand; (xv) any contract that, upon the consummation of the Transactions, would (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent, Merger Sub, the Company or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing; (xvi) any contract that would or would reasonably be expected to prevent, materially delay or materially impede the consummation of any of the Transactions; and (xvii) each agreement that contains any standstill, “most favored nation” or arrangement relating theretomost favored customer provision, preferential right or rights of first or last offer, negotiation or refusal, in each case other than those contained in (A) any guarantees issued agreement in which such provision is solely for the ordinary course benefit of the surety business Company or any of ASFC and its Subsidiaries consistent with past practice and Subsidiaries, (B) customary royalty pricing provisions in Oil and Gas Leases or (C) customary preferential rights in joint operating agreements, unit agreements or participation agreements affecting the business or the Oil and Gas Properties of the Company or any such agreement withof its Subsidiaries, to which the Company or relating toany of its Subsidiaries or any of their respective Affiliates is subject, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement and is material to ASFC the business of the Company and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliates. (b) ASFC Collectively, the contracts set forth in Section 4.18(a) are herein referred to as the “Company Contracts.” Except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditor’s Rights. Except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. The Company has heretofore furnished or made available to Buyer Parent complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each Company Contracts as amended or modified to of the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant Agreements.

Material Contracts. (a) Except as disclosed in Schedule 3.11, as 5.12(a) sets forth a list of each of the date hereoffollowing Contracts (each, neither ASFC nor a “Material Contract” and, collectively, the “Material Contracts”) to which the Company or any of its Subsidiaries is a party to or by which any of them is bound by(excluding any Contract which constitutes a Lease or a Company Benefit Plan) and which: (i) any lease of real property where any of ASFC or its Subsidiaries are tenants (Ax) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC involves aggregate consideration payable to the Company or any of its Affiliates holds an equity interest Subsidiaries in such real propertyexcess of $750,000 per year, (y) involves aggregate consideration payable by the Company or any of its Subsidiaries in excess of $750,000 per year or (z) requires performance by any party more than one year from the date hereof, which, in each case, cannot be cancelled by the Company or the applicable Subsidiary without material penalty upon less than one hundred eighty (180) days’ notice; (ii) relates to the sale of the Company’s or any agreement for the purchase of materials, supplies, goods, services, equipment or other its Subsidiaries’ material assets, including other than sales in the Ordinary Course of Business, having a fair market value in excess of $500,000, and which contains any license for Software, that provides for either (A) annual payments by ASFC material outstanding obligations of the Company or any Subsidiary of ASFC of $1,000,000 its Subsidiaries with respect to an “earn out,” contingent purchase price, or more similar contingent payment obligation or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or morematerial indemnification obligation; (iii) any limited partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating relates to the acquisition by the Company or disposition any of its Subsidiaries of any business business, a material amount of stock or assets of any other Person (whether by merger, sale of stock, sale of assets or otherwise)) having a fair market value in excess of $500,000, and which contains any material outstanding obligations of the Company or any of its Subsidiaries with respect to an “earn out,” contingent purchase price, or similar contingent payment obligation or material indemnification obligation; (iv) relates to Indebtedness incurred or provided by the Company or any of its Subsidiaries, including any hedging contracts; (v) any agreement relating to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than (A) limits in any guarantees issued in material respect the ordinary course freedom of the surety business Company or any of ASFC its Subsidiaries or their respective Affiliates (or, after the Closing, Parent and its Affiliates) to engage in any line of business, acquire any entity or compete with any Person or in any market or geographical area, (B) contains exclusivity obligations or similar restrictions binding on and material to the Company or any of its Subsidiaries or any of their respective Affiliates (or, after the Closing, Parent and its Affiliates) or that would be binding on Parent or any of its Affiliates (or, after the Closing, Parent and its Affiliates), (C) grants a most-favored nation status to any Person, in a manner that is, or would reasonably be expected to be, material to the Company and its Subsidiaries consistent with past practice or (D) otherwise materially restricts the ability of the Company or any of its Subsidiaries (or, after the Closing, Parent and (Bits Affiliates) to solicit or hire any such agreement with, person or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000solicit business from any Person; (vi) any license, franchise constitutes a partnership or joint venture agreement or teaming agreement or other similar agreement material to ASFC and involving a sharing of profits, losses, costs or liabilities of the Company or any of its Subsidiaries, taken as a wholeSubsidiaries with any other Person; (vii) involves any agencyresolution or settlement of any actual or threatened Proceeding against or involving the Company or any of its Subsidiaries since January 31, dealer2017, sales representative, marketing and involving aggregate payments in excess of $250,000 or other similar agreement material to ASFC and its Subsidiaries, taken as a wholerequirements; (viii) requires any agreement that restricts capital commitment or prohibits ASFC capital expenditure (or series of capital expenditures) by the Company or any Subsidiary of ASFC from competing its Subsidiaries in an amount that, individually or in the aggregate, is greater than $500,000, excluding capital equipment ordered in the Ordinary Course of Business in accordance with any Person in any line of the Company’s business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Dateplan; (ix) contains any reinsurance treaty standstill or similar agreement pursuant to which the Company or any facultative reinsurance contract (in each case applicable of its Subsidiaries has agreed not to insurance in force)acquire assets or securities of another Person, other than any such treaty or contract entered into in which would be binding on Parent and its Affiliates after the ordinary course of business consistent with past practiceClosing; (x) except as set forth on Schedule 5.13(a), constitutes an employment agreement with an executive officer of the Company or provides for severance, retention, change of control or other similar payments to any material agreement containing "change employee of the Company or its Subsidiaries in control" or similar provisions relating to change in control excess of ASFC or any of its Subsidiaries$200,000; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice;constitutes a Company IP Agreement; or (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material constitutes a commitment to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or do any of its Affiliatesthe foregoing described in clauses (i) through (xi). (b) ASFC Except as set forth in Schedule 5.12(b), (i) none of the Company or its applicable Subsidiary that is party to a Material Contract, nor, to the Knowledge of the Company, any other party to such Material Contract, is in material breach or material default under such Material Contract, and (ii) neither the Company nor any of its Subsidiaries has heretofore furnished received (x) any written notice of any default or event that, with or without notice or the lapse of time, or both, would constitute a default by the Company or its applicable Subsidiary that is party thereto under any Material Contract, except for defaults that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect, or (y) any written notice of termination or cancellation of any Material Contract. The Company has made available to Buyer Parent true and complete and correct copies of the contracts, agreements and instruments listed on all Material Contracts. (c) Except as set forth in Schedule 3.115.12(c), each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements Material Contract is in full force and effect effect, is a valid and binding obligation of the Company or its applicable Subsidiary that is party thereto, and to the Knowledge of the Company, each other party thereto, and is enforceable in all material respects in accordance with its terms, subject to the Bankruptcy and Equity Exception. (Ad) bankruptcyThe Company shall have until the end of the sixth (6th) Business Day following the date hereof to deliver to Parent an amended version of Schedule 5.12(a), insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter with effect as of the execution of this Agreement. Such amended Schedule 5.12(a) shall for all purposes of this Agreement constitute the disclosures of the Company against Section 5.12(a) as if the disclosures in effect relating to or affecting creditors' rights generally and such amended Schedule 5.12(a) were made as of the rights execution of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication this Agreement. The delivery of an intention or desire to cancel or terminate, any of amended Schedule 5.12(a) shall in no event have the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach effect of or material default under be construed as affecting the timing of any of representation or warranty made by the Significant AgreementsCompany.

Material Contracts. (a) Except as disclosed in Schedule 3.11, as As of the date hereof, neither ASFC nor any of its Subsidiaries the Company is not a party to or bound by: (i) any lease of real property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such other occupancy arrangement regarding real property; (ii) any lease of personal property providing for annual payments by the Company of $10,000 or more and which is not cancelable or terminable without penalty with notice of 60 or less days; (iii) any agreement for the purchase or license of materials, supplies, goods, services, equipment or other assets, including any license for Software, tangible or intangible assets that provides for (or would reasonably be expected to result in) either (A) annual payments by ASFC or any Subsidiary of ASFC the Company of $1,000,000 25,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC the Company of $5,000,000 50,000 or more; (iiiiv) any limited sales, rental, distribution or other similar agreement providing for the sale, rental or distribution by the Company of materials, supplies, goods, services, equipment or other assets that expressly provides for (or would reasonably be expected to result in) either annual payments to the Company of $25,000 or more or aggregate payments to the Company of $50,000 or more; (v) any partnership, joint venture or other unincorporated business organization similar agreement or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liabilityarrangement; (ivvi) any agreement agreement, contract or commitment relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vvii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000asset); (viviii) any licensealliance, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a wholeagreement; (viiiix) any consulting, services, development or collaboration agreement or other agreement for development of products and services for the Company; (x) any agreement that restricts or prohibits ASFC or any Subsidiary limits the freedom of ASFC from competing with any Person the Company to compete in any line of business or from competing in, engaging in with any Person or entering into any line of business in any area and or which would so restrict or prohibit ASFC limit the freedom of the Surviving Corporation, Parent or any Subsidiary of ASFC Parent’s Affiliates after the Closing Date; (ixxi) any reinsurance treaty agreement providing for indemnification by the Company, or any facultative reinsurance contract (in each case applicable to insurance in force)favor of the Company, other than any such treaty or contract entered into indemnification provisions arising in the ordinary course of business and consistent with past practice; practices, including without limitation in purchase orders, customer agreements or indemnities of lessors (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practiceany Affiliate) under any leases; (xii) any agreements (other than insurance policies material agreement containing a “most favored nation” or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC provision or any Subsidiary of ASFC is obligated to indemnify any other Person; orproviding for minimum purchase or sale obligations; (xiii) any agreement with ASFC any Affiliate of the Company, any director or officer of the Company, or any “associate” or any member of its Affiliates.the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the 1▇▇▇ ▇▇▇) of any such director or officer; (bxiv) ASFC has heretofore furnished any agreement or made available to Buyer complete and correct copies plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, Company Securities or debt instruments, or any undertaking, promise or other obligation, written or oral, of the contractsCompany to issue any Company Securities, agreements and instruments listed the value of any of the benefits of which will be calculated on Schedule 3.11, each as amended the basis of any of the transactions contemplated by this Agreement; (xv) any agreement with or modified to among the date hereofMembers, including any waivers with respect thereto agreement that provides for preemptive rights or imposes any limitation or restriction on Company Securities, including any restriction on the right of a Member to vote, sell or otherwise dispose of such Company Securities; or (xvi) any other agreement, commitment, arrangement or plan not made in the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except ordinary course of business that is material to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant AgreementsCompany.

Material Contracts. (a) Except All Contracts, including amendments thereto, required to be filed as disclosed an exhibit to any report of Parent filed pursuant to the Exchange Act of the type described in Schedule 3.11, Item 601(b)(10) of Regulation S-K under the Exchange Act have been so filed as of the date hereof, neither ASFC nor and no such Contract has been amended or modified (or further amended or modified, as applicable) since the date such Contract or amendment was filed. (b) Other than the Contracts described in clause (a) above which were filed in an unredacted form, Section 4.11(b) of the Parent Disclosure Schedule sets forth a complete and accurate list of Contracts to which Parent or any of its Subsidiaries is a party to or bound by:that fall within the following categories and existing as of the date hereof (collectively, the “Parent Material Contracts”): (i) any lease Contract for the purchase or sale of real property where any of ASFC services, equipment or other assets (other than relating to Oil and Gas Properties) that either (1) provides for annual payments by Parent and/or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 500,000 or more, (B) expiring after December 31, 2002 ; or (C2) where ASFC or gives rise to anticipated receipts of more than $500,000 in any calendar year, in each case that cannot be terminated on not more than 90 days’ notice without payment by the Parent and/or its Subsidiaries of its Affiliates holds an equity interest in such real propertyany material penalty; (ii) any agreement for the purchase of materialsmaterial partnership, supplies, goods, services, equipment joint venture or other assets, including any license for Software, that provides for either (A) annual payments by ASFC similar agreement or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or morearrangement; (iii) any limited partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement Contract relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which Parent has material ongoing obligations entered into within the three years prior to the date hereof; (iv) any Contract as obligor or guarantor relating to Indebtedness (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $500,000; (v) any agreement relating to indebtedness for borrowed money Contract containing any area of mutual interest, joint bidding area, joint acquisition area, or non-compete or similar type of provision that materially restricts the ability of Parent or any guarantee or similar agreement or arrangement relating thereto, other than of Parent’s Subsidiaries (including the Company and the Company’s Subsidiaries following the Closing) to (A) compete in any guarantees issued in line of business or geographic area or with any Person during any period of time after the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and Closing or (B) make, sell or distribute any such agreement withproducts or services, or relating use, transfer or distribute, or enforce any of their rights with respect to, an aggregate outstanding principal amount any of their material assets or guaranteed obligation not exceeding $10,000,000properties; (vi) any licenseContract to sell, franchise lease, farmout, exchange or similar agreement material to ASFC otherwise dispose of all or any part of the Oil and Gas Properties of Parent and its Subsidiaries, taken as a whole; (vii) any agencyeach Contract for the sale, dealerpurchase, sales representative, marketing exchange or other similar agreement material to ASFC disposition of Hydrocarbons produced from the Oil and Gas Leases or ▇▇▇▇▇ of Parent and its Subsidiaries, taken as a whole; (viii) each Contract that contains any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Datedrilling commitments; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) Contract for any material agreement containing "change in control" or similar provisions relating to change in control Derivative Transaction of ASFC Parent or any of its Subsidiaries; (x) any joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar Contract (or series of related Contracts) requiring Parent or any Subsidiary to make expenditures that would reasonably be expected to be in excess of (A) $1,500,000 in any calendar year or (B) $3,000,000 during the term thereof, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (xi) any "stop loss" agreementsContract that provides for a “take-or-pay” clause or any similar prepayment obligation, acreage dedication, minimum volume commitments or capacity reservation fees to a gathering, transportation or other arrangement downstream of the wellhead, that cover, guaranty or commit volumes in excess of 5,000 barrels of oil equivalent of Hydrocarbons of Parent and its Subsidiaries per day over a period of one month (calculated on a yearly average basis) and for a term greater than those entered into in the ordinary course of business consistent with past practice10 years, except for any Contracts that are terminable without penalty within 90 days; (xii) each Contract that contains any agreements (standstill, “most favored nation” or most favored customer provision, preferential right or rights of first or last offer, negotiation or refusal or any similar requirement or right in favor of any third party, in each case other than insurance policies those contained in (A) any agreement in which such provision is solely for the benefit of the Company or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its businessSubsidiaries, (B) material to ASFC customary royalty pricing provisions in Oil and its Subsidiaries taken as a whole pursuant to which ASFC Gas Leases or (C) customary preferential rights in joint operating agreements or unit agreements affecting the business or the Oil and Gas Properties of the Company or any Subsidiary of ASFC is obligated to indemnify any other Personits Subsidiaries; orand (xiii) any Contract that constitutes a seismic, data or geophysical license, agreement with ASFC or any of its Affiliatespermit. (bc) ASFC has heretofore furnished Each Parent Material Contract is a valid and binding agreement of Parent or made available to Buyer complete and correct copies one of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11its Subsidiaries, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect effect, and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights none of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminateParent, any Subsidiary of the Significant Agreements; (iii) no Significant Agreement is the subject of, Parent or, to the Knowledge of ASFC, has been threatened to be made the subject ofParent’s knowledge, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of party is in default or occurrencebreach under the terms of any such Parent Material Contract, condition except for any such defaults or act on breaches which would not reasonably be expected to have, individually or in the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) aggregate, a material breach of or material default under any of the Significant AgreementsParent Material Adverse Effect.

Material Contracts. (a) Except as disclosed in Seller has made available to Buyer for inspection true and complete copies of all Material Agreements. Schedule 3.11, 2.10 of the Disclosure Letter sets forth a list of each of the following contracts to which any Transferred Company or its Assets are bound as of the date hereofof this Agreement (excluding insurance policies, neither ASFC nor it being understood and agreed that from and after the Closing, the Transferred Companies shall cease to be insured under such policies) (collectively, the “Material Agreements”): (a) any Contract pursuant to which Indebtedness of its Subsidiaries the Transferred Company has been incurred, other than Seller’s group wide debt facilities under which the Transferred Companies will have no obligations following the Closing; (b) any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the Assets or businesses of other Persons (other than accounts payable constituting current liabilities); (c) any Contract containing (x) non-competition covenants or (y) other covenants restricting the current or future development, manufacture, marketing or distribution of the products and services of any Transferred Company (other than, in the case of clause (y), confidentiality, employment, management, consulting and other similar agreements entered into in the Ordinary Course of Business and those contained in license, distribution, toll manufacturing and similar agreements, in each case which are not material); (d) any lease, sublease or similar Contract with any Person (other than a Transferred Company) under which any Transferred Company is a party lessor or sublessor of, or otherwise grants any interest to any Person (other than a Transferred Company) in any Owned Property or bound by:any Leased Property; (e) lease, sublease or similar Contract with any Person (other than a Transferred Company) under which (A) any Transferred Company is lessee or sublessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person or (B) any Transferred Company is a lessor or sublessor of, or makes available for use by any Person, any tangible personal property owned or leased by any Transferred Company, in any such case which has an aggregate future liability or receivable, as the case may be, in excess of U.S. $50,000; (f) (A) continuing Contract for the future purchase of materials, supplies or equipment, or (B) management, service, consulting or other similar Contract in any such case which has an aggregate future liability to any Person (other than a Transferred Company) in excess of U.S. $50,000 and which is not terminable by the relevant Transferred Company on 180 days (or less) notice; (g) Contract under which any Transferred Company has made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than a Transferred Company and other than extensions of trade credit in the Ordinary Course of Business); (h) Contract granting a Lien upon any Intellectual Property or any other material Asset of any Transferred Company (other than a Permitted Lien); (i) any lease Contract entered into outside the Ordinary Course of real property where any of ASFC or its Subsidiaries are tenants (A) Business providing for annual base rentals indemnification of $1,000,000 any Person with respect to material Liabilities relating to any current or more, (B) expiring after December 31, 2002 or (C) where ASFC former business of any Transferred Company or any of its Affiliates holds an equity interest in such real propertypredecessor Person; (iij) any agreement Contract for the sale of any material Asset of any Transferred Company (other than inventory sales in the Ordinary Course of Business) or the grant of any preferential rights to purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or moresuch material Asset; (iiik) any limited partnershiphedging agreement (such as a currency exchange, joint venture or other unincorporated business organization interest rate exchange, commodity exchange or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as Contract) that will be binding on a general partner or otherwise has unlimited liabilityTransferred Company after the Closing; (ivl) Contract for any agreement relating to the acquisition joint venture, partnership or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise)similar arrangement; (vm) Contract pursuant to which a Transferred Company is the licensee or licensor of material Intellectual Property or otherwise granted any agreement relating right, title or interest in, to indebtedness for borrowed money or under any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000;material Intellectual Property; and (vin) Contract providing for the services of any licensedealer, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealerdistributor, sales representative, marketing franchisee or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts representative involving the payment or prohibits ASFC or any Subsidiary receipt over the life of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after such Contract following the Closing Date; (ix) in excess of U.S. $50,000 by any reinsurance treaty Transferred Company. Neither any Transferred Company nor, to the Knowledge of Seller, any other party to any Material Agreement is in material breach or any facultative reinsurance contract (in each case applicable to insurance in force), other than default of or under any such treaty Material Agreement, and to the Seller’s Knowledge no event has occurred that with the lapse of time or contract entered into in the ordinary course giving of business consistent with past practice; (x) any notice, or both, would constitute a material agreement containing "change in control" breach or similar provisions relating to change in control default of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any party thereto. Each Material Agreement is in all material respects a valid and binding obligation of its Affiliates. (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force parties thereto and effect and are enforceable against such parties in accordance with its terms, subject to (A) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, moratorium and other transfer or similar laws now or hereafter in effect relating to or Laws affecting creditors' ’ rights generally generally. The execution, delivery and performance by Seller of this Agreement and the rights of creditors of insurance companies generally Ancillary Agreements to be executed and (B) general principles of equity (regardless of whether considered in a proceeding at law delivered by Seller or in equity); (ii) neither ASFC nor any of its Subsidiaries has received Affiliates, and the consummation of the transactions contemplated hereby and thereby by Seller and its Affiliates, do not and will not, in any notice (written material respect, conflict with, result in the modification or oral) of cancellation or termination of, render unenforceable, or give rise to any expression or indication right of an intention or desire to cancel or terminate, any termination in respect of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with due notice or lapse of time or both) a material breach any Material Agreement. As of or material default under the date of this Agreement, no party to any of the Significant Material Agreements has exercised any termination rights with respect thereto, and to the Knowledge of Seller no party has given notice of any material dispute with respect to any Material Agreements. Seller has made available to Buyer true, correct and complete copies of all of the Material Agreements, together with all amendments, modifications or supplements thereto. The Transferred Companies are not party to any Contract (other than this Agreement, Benefit Plans, Contracts relating to employment or termination of employment and Contracts that will not remain in effect following the Closing) with (A) any Rockwood Seller or any Affiliate of any Rockwood Seller (other than a Transferred Company) or (B) any current or former officer, employee or director of any Transferred Company, any Rockwood Seller or any Affiliate of any Rockwood Seller.

Material Contracts. (a) Except for this Agreement or as disclosed in Schedule 3.11, as set forth on Section 3.09(a) of the date hereofCompany Disclosure Schedule, neither ASFC the Company nor any of its Subsidiaries is a party to or bound byby any Contract whether written or oral: (i) with any lease current Key Personnel; (ii) with any labor union or association representing any employee of real property where the Company or any of ASFC or its Subsidiaries are tenants and any collective bargaining agreement; (Aiii) providing for annual base rentals that is a “material contract” (as such term is defined in Item 601(b) (10) of Regulation S-K of the SEC not otherwise listed on the Company Disclosure Schedule); (iv) that is a partnership or joint-venture agreement; (v) relating to the borrowing of money (including any guarantee thereto) or that is a mortgage, security agreement, capital lease or similar agreements, in each case in excess of $1,000,000 100,000 or more, that creates a Lien on any material asset of the Company or any of its Subsidiaries; (Bvi) expiring after December 31, 2002 that limits or (C) where ASFC purports to limit the ability of the Company or any of its Affiliates holds an equity interest to compete or engage in such real property; (ii) any agreement line of business, in any geographic area or with any person, except for the purchase of materialscertain radius restrictions or use restrictions that may be contained in deeds, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more; (iii) any limited partnership, joint venture or other unincorporated business organization leases or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness agreements for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued individual restaurant locations that were granted in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a wholepractice; (vii) for the license or sublicense of any agency, dealer, sales representative, marketing Intellectual Property or other similar agreement material to ASFC and its Subsidiaries, taken intangible asset (whether as a wholelicensor or a licensee), that provides for payment of $25,000 or more per year; (viii) any constituting a franchise agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Datea franchise related development agreement; (ix) relating to the sale of any reinsurance treaty of the assets or properties of the Company or any facultative reinsurance contract (in each case applicable to insurance in force), of its Subsidiaries other than in the ordinary course of business or for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any of such treaty assets or contract properties, except for rights of repurchase or recapture rights or rights of first refusal that may be contained in deeds, leases, or similar agreements for individual restaurant locations that were granted pursuant to, or in connection with, real estate Contracts entered into by the Company in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC the acquisition by the Company or any of its SubsidiariesSubsidiaries of any operating business or the capital stock of any other person; (xi) requiring the payment to any "stop loss" agreementsperson of a commission or fee, other than those entered into except in the ordinary course of business consistent with past practicepractices; (xii) with suppliers of any agreements goods and services that provides for payment of $100,000 or more per year; (xiii) relating to restaurant services, management, or similar agreement with total payments by the Company or any of its Subsidiaries in excess of $100,000 per year; (xiv) in the case of a Company Benefit Plan, that provides any benefits which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (xv) that are insurance policies providing for indemnification of any officer or director of the Company or any of its Subsidiaries, other than insurance policies the Company Articles, Company Bylaws and other organizational documents, as currently in effect, of the Company and each of its Subsidiaries; (xvi) that is an advertising or a marketing contract other similar agreements issued by any Subsidiary of ASFC than media contracts purchased in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC business or any Subsidiary that provides for payments in excess of ASFC is obligated to indemnify any other Person; or$25,000 per year; (xiiixvii) any agreement that constitutes a Tip Rate Alternative Commitment Agreement (“TRAC Agreement”) with ASFC the Internal Revenue Service; (xviii) other than those types of Contracts listed in clauses (i) to (xvii) above, those that involve payments by the Company or any of its AffiliatesSubsidiaries in excess of $25,000 per year, in each case that are not terminable without premium or penalty on 90 days’ or less notice; and (xix) that would prevent, materially delay or materially impede the consummation of any of the transactions contemplated by this Agreement. All Contracts of the types described in this Section 3.09 shall be collectively referred to herein as the “Material Contracts.” (b) ASFC has heretofore furnished Section 3.09(a) of the Company Disclosure Schedule sets forth a list of all Material Contracts as of the date of this Agreement, except that with respect to current and former agreements and arrangements with wholesalers or distributors covered by subsections 3.09(a)(vi), (viii) and (xviii), Material Contracts have been listed in Section 3.09(a) of the Company Disclosure Schedule and true and complete copies of all such written agreements have been delivered or made available to Buyer complete Parent and correct copies of Merger Sub for all wholesalers and distributors that purchased alcoholic beverages from the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC Company and its Subsidiaries taken as a whole: (i) each of during 2007 or 2008 and all such other Material Contracts known to the Significant Agreements Company after good faith effort to identify the same. Each such Material Contract is valid and in full force and effect and enforceable in accordance with its respective terms, subject to (A) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and or other similar laws now or hereafter in effect relating to or affecting creditors' the rights and remedies of creditors generally and the rights of creditors of insurance companies generally and (B) to general principles of equity (regardless of whether considered in a proceeding in equity or at law law). Neither the Company nor any of its Subsidiaries, nor, to the Company’s Knowledge, any counterparty to any Material Contract, has violated or is alleged to have violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default under the provisions of any Material Contract, except in each case for those violations and defaults which, individually or in equitythe aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. True and complete copies of all written Material Contracts have been delivered or made available to Parent and Merger Sub, except as provided for herein. (c) Section 3.09(c) of the Company Disclosure Schedule sets forth the true and correct amounts of Earn Out Payments (as defined in the PBC Asset Purchase Agreement) paid by the Company or its Subsidiaries in each of calendar years 2004, 2005, 2006 and 2007 under the Asset Purchase Agreement (the “PBC Asset Purchase Agreement”); (ii) , dated January 26, 2004, by and between Portland Brewing Company and the Company. Based on current production projections and reasonable forecasts of the Company, neither ASFC the Company nor any of its Subsidiaries has received will be obligated to pay any notice Earn Out Payments for Earn Out Product (written or oralas defined in the PBC Asset Purchase Agreement) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of sold during the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant Agreementscalendar year 2008.

Material Contracts. (a) Except as disclosed for agreements, contracts, plans, leases, arrangements or commitments set forth in Schedule 3.11, as Section 3.11 of the date hereofSeller Disclosure Schedule, with respect to the Business, neither ASFC Seller nor any of its Subsidiaries predecessor is a party to or bound bysubject to: (i) any Any lease of real property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 1,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property; (ii) any agreement Any contract for the purchase of materials, supplies, goods, services, equipment or other assets, including any license assets providing for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 1,000 or more; (iii) any limited Any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $1,000 or more; (iv) Any partnership, joint venture or other unincorporated business organization similar contract or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise)arrangement; (v) any agreement Any contract relating to indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any guarantee or similar agreement or arrangement asset), except contracts relating thereto, other than (A) any guarantees issued to indebtedness incurred in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, in an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,0001,000; (vi) any licenseAny license agreement, franchise agreement or agreement in respect of similar agreement material rights granted to ASFC and its Subsidiaries, taken as a wholeor held by Seller or any predecessor; (vii) any Any agency, dealer, reseller, sales representative, marketing representative or other similar agreement material to ASFC and its Subsidiaries, taken as a wholeagreement; (viii) any agreement Any agreement, contract or commitment that restricts or prohibits ASFC substantially limits the freedom of Seller or any Subsidiary of ASFC from competing with any Person predecessor to compete in any line of business or from competing in, engaging in with any Person or entering into any line of business in any area and or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Purchased Asset or which would so restrict or prohibit ASFC or any Subsidiary limit the freedom of ASFC Buyer after the Closing Date; (ix) Any agreement, contract or commitment which is or relates to an agreement with or for the benefit of any reinsurance treaty affiliate of Seller; or (x) Any other contract or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into commitment not made in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) that is material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliatesthe Business. (b) ASFC Seller has heretofore furnished provided or otherwise made available to Buyer complete and correct accurate copies of all standard form agreements used by the contracts, agreements and instruments listed on Schedule 3.11, each as amended Seller or modified any predecessor that relate to the date hereofPurchased Assets, including all customer agreements, development agreements, distributor or reseller agreements, employee agreements containing intellectual property assignments or licenses or confidentiality provisions, consulting or independent contractor agreements containing intellectual property assignments or licenses or confidentiality provisions, and confidentiality or nondisclosure agreements. Schedule 3.11 of the Seller Disclosure Schedule sets forth a complete and accurate list of all Contracts entered into by the Seller or any waivers with respect thereto predecessor that include deviations from such standard form agreements. (the "Significant Agreements"). Except as specifically c) Each agreement, contract, plan, lease, arrangement and commitment required to be disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each Section 3.11 of the Significant Agreements Seller Disclosure Schedule is a valid and binding agreement of Seller and is in full force and effect effect, and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC Seller nor any other party thereto is in default in any material respect under the terms of its Subsidiaries has received any notice (written such agreement, contract, plan, lease, arrangement or oral) of cancellation or termination ofcommitment, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, nor to the Knowledge knowledge of ASFCSeller, has been threatened to be made the subject ofany event or circumstance occurred that, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach , would constitute any event of or material default under any thereunder. Except as set forth on Section 3.11 of the Significant AgreementsSeller Disclosure Schedule, Seller and its predecessors have performed all obligations required to be performed by it under each Contract prior to the Closing. (d) Except as set forth on Section 3.11 of the Seller Disclosure Schedule, (i) the consummation of the transactions contemplated hereby will not afford any other party the right to terminate, modify, or exercise any right to increased or accelerated performance under, any Contract and (ii) none of the Contracts (A) contains a provision preventing, prohibiting or requiring any consent or notice in connection with the transfer or assignment of such Contract to Buyer or (B) contains a “change of control” or similar provision triggered by the consummation of the transactions contemplated hereby.

Material Contracts. (a) Except as disclosed in Schedule 3.11Seller has provided to Buyer each of the following Contracts to which, as of the date hereofof this Agreement, neither ASFC nor the Company or any of its Subsidiaries Subsidiaries, if any, is a party to or bound by:(each, a “Company Material Contract”): (i) any lease of real property where any of ASFC or its Subsidiaries are tenants each Contract (A) providing for annual base rentals not to (or otherwise restricting or limiting the ability of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC the Company or any of its Affiliates holds an equity interest Subsidiaries, if any, to) compete in such real propertyany line of business or geographic area or (B) to restrict the ability of the Company or any of its Subsidiaries, if any, to conduct business in any geographic area; (ii) each Contract (other than any agreement for benefit plans of the purchase Company) that is reasonably likely to require, during the remaining term of materialssuch Contract, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC the Company or any Subsidiary of ASFC of its Subsidiaries that exceed $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more50,000; (iii) all Contracts granting to any limited Person an option or a first refusal, first offer or similar preferential right to purchase or acquire any material Company Assets; (iv) all material contracts for the granting or receiving of a license, sublicense or franchise or under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment (other than agreements with employees, non-exclusive licenses granted to the Company’s or its Subsidiaries’ customers, and non-exclusive licenses to commercially available, off-the-shelf Software that have been granted on standardized, generally available terms); (v) all partnership, joint venture or other unincorporated business organization similar agreements or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liabilityarrangements; (iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vvi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any guarantee or similar agreement or arrangement relating theretoasset), other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) except any such agreement with, (or relating to, a series of related agreements) with an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole100,000; (vii) any agency, dealer, sales representative, marketing agreement for the disposition or other similar agreement material to ASFC and acquisition by the Company or any of its Subsidiaries, taken as a wholeif any, with material obligations of the Company or any of its Subsidiaries, if any, (other than confidentiality obligations) remaining to be performed or material Liabilities of the Company or any of its Subsidiaries, if any, continuing after the date of this Agreement, of any material business or any material amount of assets other than in the ordinary course of business; (viii) any agreement that restricts with (A) the top 10 customers of the Company and its Subsidiaries, if any, taken as a whole, as applicable, and (B) the top 10 suppliers of the Company and its Subsidiaries, if any, taken as a whole, as applicable, in each case, for the 2023 fiscal year measured by the aggregate obligations paid or prohibits ASFC agreed to pay to or any Subsidiary of ASFC from competing with any Person in any line of business or from competing inby the Company, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Dateas applicable; (ix) any reinsurance treaty agreement restricting or any facultative reinsurance contract (in each case applicable limiting the payment of dividends or the making of distributions to insurance in force)stockholders, including intercompany dividends or distributions other than any such treaty restrictions or contract entered into in the ordinary course of business consistent with past practicelimitations as are required by applicable Law; (x) any material agreement containing "change in control" or similar provisions relating to change in control Contract for the development of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreementsIntellectual Property, other than those entered into in the ordinary course of business consistent with past practice;Company employees and contractors on the Company’s standard form for such Contracts; and (xiixi) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in to the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole extent not provided pursuant to which ASFC or another subsection of this Section 3.12(a), all material agreements with any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its AffiliatesGovernmental Authority. (b) ASFC A true and complete copy of each Company Material Contract (including any amendments thereto) entered into prior to the date of this Agreement has heretofore furnished or been made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified prior to the date hereof, including any waivers with respect thereto (the "Significant Agreements")of this Agreement. Except as specifically disclosed on Schedule 3.11, Each Company Material Contract is a valid and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each binding agreement of the Significant Agreements is in full force Company or its applicable Subsidiary, except where the failure to be valid and effect and enforceable in accordance with its termsbinding would not, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law individually or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, orsuch Subsidiary nor, to the Knowledge of ASFC, has been threatened to be made the subject ofCompany, any arbitrationother party thereto, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material is in breach of or material default under any such Company Material Contract. As of the Significant Agreementsdate of this Agreement, there are no material disputes in connection with any such Company Material Contract. As of the date of this Agreement, no party under any Company Material Contract has given written notice of its intent to terminate or otherwise seek a material amendment to such Company Material Contract.

Material Contracts. (a) Except for those agreements and other documents filed as disclosed exhibits or incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 or filed or incorporated in Schedule 3.11any of its other Company SEC Reports filed since January 1, as of 2019 and prior to the date hereof, neither ASFC the Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or bound by:understanding (whether written or oral) (in the case of subsections (iv), (v), (vi), (ix) and (x), only those involving the payment of more than $100,000 over the life of the agreement) (each, whether or not filed with the SEC, a “Material Contract”): (i) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K; (ii) that contains a non-compete or client or customer non-solicit requirement or any lease other provisions that materially restricts the conduct of, or the manner or location of real property where conducting, any line of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals business of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC the Company or any of its Affiliates holds an equity interest in such real property; (ii) any agreement for or, upon consummation of the purchase Mergers, of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC Parent or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or moreits Affiliates); (iii) any limited partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC that obligates the Company or any Subsidiary of ASFC serves as a general partner its Affiliates (or, upon consummation of the Mergers, Parent or otherwise has unlimited liabilityany of its Affiliates) to conduct business with any third party on an exclusive or preferential basis; (iv) that requires referrals of business or requires the Company or any agreement relating of its Affiliates to the acquisition make available investment opportunities to any Person on a priority or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise)exclusive basis; (v) any agreement relating that relates to the incurrence of indebtedness for borrowed money by the Company or any guarantee or similar agreement or arrangement relating thereto, of its Subsidiaries (other than (A) any guarantees issued in deposit liabilities, trade payables, federal funds purchased, advances and loans from the ordinary course of the surety business of ASFC Federal Home Loan Bank and its Subsidiaries consistent with past practice and (B) any such agreement withsecurities sold under agreements to repurchase, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (xvi) that grants any material agreement containing "change in control" right of first refusal, right of first offer or similar provisions relating right with respect to change in control any assets, rights or properties of ASFC the Company or any of its Subsidiaries; (vii) that limits the payment of dividends by the Company or any of its Subsidiaries; (viii) that relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement with any third party, or to the formation, creation or operation, management or control of any partnership or joint venture with any third party, except in each case that relates to merchant banking investments by the Company or its Subsidiaries in the ordinary course of business; (ix) that relates to an acquisition, divestiture, merger or similar transaction and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (x) that provides for payments to be made by the Company or any of its Subsidiaries upon a change in control thereof; (xi) that was not negotiated and entered into on an arm’s‑length basis; (xii) that provides for indemnification by the Company or any "stop loss" agreementsof its Subsidiaries of any Person, other than those except for contracts entered into in the ordinary course of business consistent with past practiceproviding for customary and immaterial indemnification and provisions of the Company Articles and the Company Bylaws providing for indemnification; (xiixiii) any agreements that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $150,000 per annum (other than insurance policies any such contracts which are terminable by the Company or any of its Subsidiaries on 60 days or less notice without any required payment or other similar agreements issued by conditions, other than the condition of notice); (xiv) that grants to a Person any Subsidiary right, license, covenant not to ▇▇▇ or other right in Company Owned Intellectual Property or grants to the Company or any of ASFC its Subsidiaries a license or other right to any Company Licensed Intellectual Property (excluding licenses to shrink-wrap or click-wrap software), in each case that involves the payment of more than $150,000 per annum or is material to the conduct of the businesses of the Company; (xv) to which any Affiliate, officer, director, employee or consultant of such party or any of its Subsidiaries is a party or beneficiary (except with respect to loans to, or deposit or asset management accounts of, directors, officers and employees entered into in the ordinary course of its businessbusiness and in accordance with all applicable regulatory requirements with respect to it); (xvi) material that would prevent, materially delay or materially impede the Company’s ability to ASFC and its Subsidiaries taken as consummate the Merger, the Bank Merger or the other transactions contemplated hereby; (xvii) that contains a whole put, call or similar right pursuant to which ASFC the Company or any Subsidiary of ASFC is obligated its Subsidiaries could be required to indemnify purchase or sell, as applicable, any other Person; orequity interests of any Person or assets; (xiiixviii) that is a lease of real or personal property providing for annual rentals of $50,000 or more; (xix) that contains a standstill or similar agreement pursuant to which the Company or any agreement with ASFC of its Subsidiaries has agreed not to acquire assets or securities of another party or any of its Affiliates.; (bxx) ASFC that is between the Company or any of its Subsidiaries and any director or officer of the Company or any Person beneficially owning five percent or more of the outstanding Company Common Stock; or (xxi) that is otherwise not entered into in the ordinary course of business or that is material to the Company or any Subsidiary of the Company or their financial condition or results of operations. The Company has heretofore furnished Previously Disclosed or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified Parent prior to the date hereofhereof true, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, correct and except to the extent not material to ASFC and its Subsidiaries taken as a whole: complete copies of each Material Contract. (i) each Each Material Contract is a valid and legally binding agreement of the Significant Agreements Company or one of its Subsidiaries, as applicable, and, to the Knowledge of the Company, the counterparty or counterparties thereto, is enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception) and is in full force and effect and enforceable in accordance with its termseffect, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) the Company and each of its Subsidiaries has duly performed all obligations required to be performed by it prior to the date hereof under each Material Contract, (iii) neither ASFC the Company nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination ofSubsidiaries, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, orand, to the Knowledge of ASFC, has been threatened to be made the subject ofCompany, any arbitrationcounterparty or counterparties, suit or other legal proceeding; and is in breach of any provision of any Material Contract, (iv) there exists no material event each Material Contract can be readily fulfilled or performed by the Company and its Subsidiaries without undue or unusual expenditure of default money or occurrence, condition or act on the part of ASFC effort or any Subsidiary preparation, action or arrangement outside of ASFC which constitutes the ordinary and usual course of business and (v) no event or would constitute (with condition exists that constitutes, after notice or lapse of time or both) , will constitute, a material breach breach, violation or default on the part of the Company or material default any of its Subsidiaries under any such Material Contract or provide any party thereto with the right to terminate such Material Contract. Section 3.16(b) of the Significant AgreementsCompany Disclosure Schedule sets forth a true and complete list of (A) all Material Contracts pursuant to which consents or waivers are or may be required and (B) all notices which are required to be given, in each case, prior to the performance by the Company of this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby.

Material Contracts. (a) Except as disclosed in Schedule 3.113.10, as of the date hereof, neither ASFC nor any of its Subsidiaries ILDC is not a party to or bound by: (i) any lease (whether of real property where any of ASFC or its Subsidiaries are tenants (A) providing personal property), other than leases which in the aggregate provide for annual base rentals payments of less than $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property; 50,000; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assetsassets that will continue in effect after the Closing other than such agreements which in the aggregate provide for payments of less than $50,000; (iii)any sales, including any license distribution or other similar agreements providing for Software, that provides for either (A) annual payments the sale by ASFC ILDC or any Subsidiary of ASFC its Subsidiaries of materials, supplies, goods, services, equipment or other assets that will continue in effect after the Closing involving payments in the aggregate in excess of $1,000,000 or more or 25,000; (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more; (iiiiv) any limited partnership, joint venture or other unincorporated business organization similar agreement or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; arrangement; (ivv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); ; (vvi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any guarantee or similar agreement or arrangement relating thereto, other than asset); (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any vii)any license, franchise or similar agreement material to ASFC and its Subsidiariesother than licenses, taken as a whole; franchises or agreements which in the aggregate provide for payments of less than $50,000; (viiviii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; agreements that will continue in effect after the Closing involving payments in excess of $25,000; (viiiix) any agreement that restricts or prohibits ASFC limits the freedom of ILDC or any Subsidiary of ASFC from competing with any Person its Subsidiaries to compete in any line of business or from competing in, engaging in with any Person or entering into any line of business in any area and or which would so restrict or prohibit ASFC limit the freedom of ILDC or any Subsidiary of ASFC its Subsidiaries after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; ; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries;with: (xiA) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC Stockholder or any of its Affiliates. (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles any Person 5% or more of equity whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by ILDC, or (regardless C) any director or officer of whether considered in a proceeding at law ILDC or in equity); (ii) neither ASFC nor any of its Subsidiaries has received Affiliates or any notice "associates" or members of the "immediate family" (written or oralas such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the ▇▇▇▇ ▇▇▇) of cancellation any such director or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreementsofficer; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant Agreements.

Material Contracts. (a) Except for this Agreement or as disclosed in Schedule 3.11, as set forth on Section 3.09 of the date hereofCompany Disclosure Schedule, neither ASFC the Company nor any of its Subsidiaries is a party to or bound byby any Contract whether written or oral: (i) with any lease current Key Personnel; (ii) with any labor union or association representing any employee of real property where the Company or any of ASFC or its Subsidiaries are tenants and any collective bargaining agreement; (Aiii) providing for annual base rentals that is a “material contract” (as such term is defined in Item 601(b) (10) of Regulation S-K of the SEC not otherwise listed on the Company Disclosure Schedule); (iv) that is a partnership or joint-venture agreement; (v) relating to the borrowing of money (including any guarantee thereto) or that is a mortgage, security agreement, capital lease or similar agreements, in each case in excess of $1,000,000 1 million or more, that creates a Lien on any material asset of the Company or any of its Subsidiaries; (Bvi) expiring after December 31, 2002 that limits or (C) where ASFC purports to limit the ability of the Company or any of its Affiliates holds an equity interest to compete or engage in such real property; (ii) any agreement line of business, in any geographic area or with any person, except for the purchase of materialscertain radius restrictions or use restrictions that may be contained in deeds, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more; (iii) any limited partnership, joint venture or other unincorporated business organization leases or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness agreements for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued individual restaurant locations that were granted in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a wholepractice; (vii) for the license or sublicense of any agency, dealer, sales representative, marketing Intellectual Property or other similar agreement material to ASFC and its Subsidiaries, taken intangible asset (whether as a wholelicensor or a licensee), that provides for payment of $250,000 or more per year; (viii) any constituting a franchise agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Datea franchise related development agreement; (ix) relating to the sale of any reinsurance treaty of the assets or properties of the Company or any facultative reinsurance contract (in each case applicable to insurance in force), of its Subsidiaries other than in the ordinary course of business or for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any of such treaty assets or contract properties, except for rights of repurchase or recapture rights or rights of first refusal that may be contained in deeds, leases, or similar agreements for individual restaurant locations that were granted pursuant to, or in connection with, real estate Contracts entered into by the Company in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC the acquisition by the Company or any of its SubsidiariesSubsidiaries of any operating business or the capital stock of any other person; (xi) requiring the payment to any "stop loss" agreementsperson of a commission or fee, other than those entered into except in the ordinary course of business consistent with past practicepractices; (xii) with suppliers of any agreements goods and services that provides for payment of $500,000 or more per year; (xiii) relating to restaurant services, management, or similar agreement with total payments by the Company or any of its Subsidiaries in excess of $500,000 per year; (xiv) in the case of a Company Benefit Plan, that provides any benefits which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (xv) that are insurance policies providing for indemnification of any officer or director of the Company or any of its Subsidiaries, other than insurance policies the Company Articles, Company Bylaws and other organizational documents, as currently in effect, of the Company and each of its Subsidiaries; (xvi) that is an advertising or a marketing contract other similar agreements issued by any Subsidiary of ASFC than media contracts purchased in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC business or any Subsidiary that provides for payments in excess of ASFC is obligated to indemnify any other Person; or$250,000 per year; (xiiixvii) any agreement that constitutes a Tip Rate Alternative Commitment Agreement (“TRAC Agreement”) with ASFC the Internal Revenue Service; (xviii) other than those types of Contracts listed in clauses (i) to (xvii) above, those that involve payments by the Company or any of its AffiliatesSubsidiaries in excess of $250,000 per year, in each case that are not terminable without premium or penalty on 90 days’ or less notice; and (xix) that would prevent, materially delay or materially impede the consummation of any of the transactions contemplated by this Agreement. All Contracts of the types described in this Section 3.09 shall be collectively referred to herein as the “Material Contracts.” (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies Section 3.09 of the contracts, agreements and instruments listed on Company Disclosure Schedule 3.11, each sets forth a list of all Material Contracts as amended or modified to of the date hereof, including any waivers with respect thereto (the "Significant Agreements")of this Agreement. Except as specifically disclosed on Schedule 3.11, Each such Material Contract is valid and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its respective terms, subject to (A) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and or other similar laws now or hereafter in effect relating to or affecting creditors' the rights and remedies of creditors generally and the rights of creditors of insurance companies generally and (B) to general principles of equity (regardless of whether considered in a proceeding in equity or at law or in equitylaw); (ii) neither ASFC . Neither the Company nor any of its Subsidiaries Subsidiaries, nor, to the Company’s Knowledge, any counterparty to any Material Contract, has received violated or is alleged to have violated any notice (written or oral) of cancellation or termination provision of, or committed or failed to perform any expression act which, with or indication of an intention or desire to cancel or terminatewithout notice, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) , would constitute a material breach of or material default under the provisions of any Material Contract, except in each case for those violations and defaults which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Significant Agreementsall written Material Contracts have been delivered or made available to Parent and Merger Sub.

Material Contracts. (ai) Except as disclosed in Schedule 3.11, as 3.1(p)(i) sets forth a true and complete list of the date hereoffollowing Contracts (each a “Material Contract” and collectively, neither ASFC nor the “Material Contracts”): (A) all joint operating or development agreements or similar Contracts that apply to Properties that, in the aggregate, represent not less than 95% of the aggregate Maximum Title Deficiency Amount; (B) all Contracts that pertain to the provision of drilling services to any Company; (C) all Contracts that concern the purchase and sale, gathering, transportation, compression or processing of Hydrocarbons or similar Contracts relating to or included in the Properties that are operated by a Company and that are (x) not terminable without penalty on ninety or less days notice or (y) can be reasonably expected to result in aggregate monthly revenues to the Companies of more than $10,000 (based solely on the terms thereof and without regard to any expected increase in volumes or revenues) during the current or any subsequent calendar year; (D) any indenture, mortgage, loan, credit or sale leaseback or similar financial Contract to which any Company is a party or to which any Property is subject; (E) all leases (other than a Lease) under which any Company is the lessor or the lessee of real or personal property which lease (x) cannot be terminated by such Company without penalty or payment upon sixty or less days notice or (y) involves an annual base rental of more than $100,000; (F) all hedging or swap Contracts to which any Company or Seller is a party or by which any assets of any Company is bound; (G) all Contracts (other than the Organizational Documents of the Companies) granting any Person registration, purchase or sale rights with respect to any Shares or other equity securities of any of its Subsidiaries the Companies; (H) any employment, severance, retention, termination or consulting Contract or Plan between any Company and any other Person other than any consulting Contract that can be terminated by such Company without penalty or payment upon sixty or less days notice; and (I) all material insurance policies or binders under which any Company is insured. (ii) There exist no defaults by any Company under any Material Contract or, to the Knowledge of the Companies and the Sellers, by any other Person that is a party to such Material Contract, and no Company or bound by: (i) any lease Seller has received written notice of real property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property; (ii) default under any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more Material Contract or (B) aggregate required payments by ASFC any other Claim under any Material Contract that would reasonably be expected to result in a material loss to a Company or any Subsidiary the termination of ASFC such Material Contract. The Companies are in compliance with the material terms of $5,000,000 or more;all Material Contracts. (iii) any limited partnership, joint venture There are no Contracts included in or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to affecting the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than Properties that (A) any guarantees issued in could materially restrict the ordinary course ability of the surety business of ASFC Purchaser to use the Properties as historically used by the Companies and its Subsidiaries consistent with past practice and the Sellers; or (B) any such agreement with, that could result in liability or relating to, an aggregate outstanding principal amount cost to a Company (excluding liabilities or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, costs arising from actions taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after by the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into Purchaser in the ordinary course of business consistent with past practice;after the Closing) in excess of $1,000,000.00 in the aggregate without providing to such Company an equal and corresponding economic benefit. (xiv) any material agreement containing "change in control" or similar provisions relating to change in control True and complete copies (including all amendments thereto) of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreementseach Material Contract, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies Specified Contracts, have been or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliates. (b) ASFC has heretofore furnished or will be made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended Purchaser prior to or modified to promptly following the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11of this Agreement, and except Seller will use commercially reasonable efforts to obtain the extent not material necessary consents to ASFC be able to make true and its Subsidiaries taken as a whole: complete copies (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oralincluding all amendments thereto) of cancellation or termination of, or any expression or indication of an intention or desire each Specified Contract available to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, Purchaser prior to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant AgreementsClosing.

Material Contracts. (a) Except as disclosed in Schedule 3.11, as Section 3.16 of the Company Disclosure Letter lists, and the Company has made available to Parent prior to the date hereofof this Agreement, neither ASFC nor true, correct and complete copies of, any of the following contracts (or a summary of a contract if pursuant to its terms it cannot be provided) to which the Company or any of the Company Subsidiaries is bound, in each case other than (x) a party Company Benefit Plan and (y) contracts referred to or bound by:in Section 3.16 (a)(i) (all of which are publicly available): (i) any lease of real property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC that would be required to be filed by the Company or any of its Affiliates holds an equity interest in such real propertythe Company Subsidiaries as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) that contains covenants that limit the ability of the Company or any agreement for of the purchase of materialsCompany Subsidiaries to compete in any business or with any person or in any geographic area or distribution or sales channel, suppliesor to sell, goodssupply or distribute any service or product, services, equipment or other assets, including any license for Softwarein each case, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more; (iii) any limited partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating could reasonably be expected to be material to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued in the ordinary course of the surety business of ASFC Company and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its the Company Subsidiaries, taken as a whole; (viiiii) any agencythat relates to a joint venture, dealerpartnership, sales representative, marketing limited liability company or other similar agreement or arrangement relating to the formation, creation, operation or control of any partnership or joint venture or similar entity or arrangement (other than any partnership or limited liability company operating agreement of a direct or indirect wholly-owned Company Subsidiary) or pursuant to which the Company or any of the Company Subsidiaries has an obligation (contingent or otherwise) to make a material investment in or a material extension of credit to any person; (iv) that involves any exchange traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or any other derivative financial instrument or contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including commodities, emissions allowances, renewable energy credits, currencies, interest rates, foreign currency and other indices, in each case, that is material to ASFC the business of the Company and its the Company Subsidiaries, taken as a whole, in each case other than agreements for the purchase and sale of coal, diesel fuel and ANFO; (viiiv) that relates to (x) indebtedness under which the Company and/or any agreement that restricts of the Company Subsidiaries has outstanding obligations in excess of $10,000,000 or prohibits ASFC (y) conditional or any Subsidiary similar sale arrangements in connection with which the aggregate actual or contingent obligations of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area the Company and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing DateCompany Subsidiaries under such contract are greater than $10,000,000; (ixvi) for the purchase and sale of coal under which (x) the aggregate amounts to be paid by the Company and the Company Subsidiaries over the remaining term of such contract would reasonably be expected to exceed $20,000,000 in any reinsurance treaty twelve-month period or (y) the aggregate amounts to be received by the Company and the Company Subsidiaries over the remaining term of such contract would reasonably be expected to exceed $20,000,000 in any facultative reinsurance twelve-month period; or (vii) that would or would reasonably be expected to prevent or materially delay the Company’s ability to consummate the Merger or the other Transactions. Each contract of the type described in subclauses (i) through (vii) above (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (xa Company Benefit Plan) any material agreement containing "change in control" or similar provisions relating is referred to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken herein as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliates“Company Material Contract.” (b) ASFC has heretofore furnished Each Company Material Contract is valid and binding on the Company or made available the Company Subsidiary party thereto and, to Buyer complete and correct copies the Knowledge of the contracts, agreements and instruments listed on Schedule 3.11Company, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11other party thereto, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect, except for such failures to be valid and binding or to be in full force and effect and enforceable that would not reasonably be expected to result, individually or in accordance with its termsthe aggregate, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law Material Adverse Effect on the Company. There is no default under any such Company Material Contract by the Company or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, Company Subsidiaries or, to the Knowledge of ASFCthe Company, by any other party thereto, and no event has been threatened to be made occurred that with the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) the giving of notice or both would constitute a material breach of default thereunder by the Company or material default under any of the Significant AgreementsCompany Subsidiaries or, to the Knowledge of the Company, by any other party thereto, in each case except as would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company.

Material Contracts. (a) Except as disclosed in The Company Disclosure Schedule 3.11sets forth the following contracts, as undertakings, commitments, licenses or agreements, written or oral, to which the Company or any Company Subsidiary is a party or which are applicable to any of their respective assets or properties (true and complete copies (or written summaries, if oral) of which have been made available to Parent prior to the date hereof) other than those contracts or agreements listed as exhibits in the Company’s Form 10-K for the fiscal year ended December 28, neither ASFC nor 2008 (each such contract or agreement as is required to be set forth in the Company Disclosure Schedule, together with all contracts and agreements of the Company or any of its Subsidiaries is Company Subsidiary listed or required to be listed as exhibits in the Company’s Form 10-K for the fiscal year ended December 28, 2008, being a party to or bound by:“Material Contract”): (i) promissory notes, loan agreements, indentures, evidences of indebtedness or other instruments and contracts providing for the borrowing or lending of money, whether as borrower, lender or guarantor, and any lease agreements or instruments pursuant to which any cash of real property where the Company or any of ASFC Company Subsidiary is held in escrow or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC use by the Company or any Company Subsidiary is otherwise restricted, in each case in an amount of its Affiliates holds an equity interest in such real propertymore than $1,000,000; (ii) all contracts involving a value of more than $1,000,000 pursuant to which any agreement for material property or assets of the purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC Company or any Company Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or moreis subject to a Lien; (iii) any limited partnershipjoint venture, alliance, affiliation or partnership agreements or joint venture or other unincorporated business organization development or similar arrangement agreements pursuant to which any third party is entitled to develop or agreement in which ASFC market any products or services on behalf of, or together with, the Company or any Company Subsidiary or receive referrals of ASFC serves as a general partner business from, or otherwise has unlimited liabilityprovide referrals of business to, the Company or any Company Subsidiary; (iv) any agreement relating to executory contracts for the acquisition or disposition sale, directly or indirectly (by merger or otherwise) of any business all or a substantial portion of the assets (whether by mergertangible or intangible) or the Equity Interests of another Person, sale including, without limitation, contracts for any completed acquisitions or sales pursuant to which an “earn out” or similar form of stock, sale of assets obligation (whether absolute or otherwise)contingent) is pending or for which there are any continuing indemnification or similar obligations; (v) any agreement relating to indebtedness for borrowed money interest rate or currency swaps, caps, floors or option agreements or any guarantee other interest rate or similar agreement currency risk management arrangement or arrangement relating thereto, other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000foreign exchange contracts; (vi) any licenseall licenses, franchise sublicenses, or similar agreement material to ASFC and its Subsidiariesconsent, taken as a wholeroyalty or other agreements concerning Company Intellectual Property involving an amount of more than $200,000; (vii) any agency, dealer, sales representative, marketing contracts relating to rights to indemnification and/or advancement of expenses as in effect on the date hereof with respect to matters occurring on or other similar agreement material prior to ASFC and its Subsidiaries, taken as a wholethe Effective Time (including the transactions contemplated hereby); (viii) any contract, agreement that restricts or prohibits ASFC other instrument of understanding which is not terminable by the Company or a Company Subsidiary without additional payment or penalty within sixty (60) days and obligates the Company or any Company Subsidiary for payments or other consideration with a value of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Datemore than $1,000,000; (ix) contracts of the type required under Section 3.5(b) or Section 3.12(h) to be disclosed on the Company Disclosure Schedule; (x) contracts imposing any reinsurance treaty material restriction on the right or ability of the Company or a Company Subsidiary (A) to compete with any other Person, (B) to acquire any product or other asset or any facultative reinsurance contract services from any other Person, (C) to solicit, hire or retain any Person as an employee, consultant or independent contractor, (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person, (E) to perform services for any other Person, or (F) to transact business or deal in each case applicable any other manner with any other Person or contracts granting to insurance in force), any Person (other than the Company or any such treaty wholly owned Company Subsidiary) any “most favored nation” clause as to price or contract any other material term; (xi) contracts (i) imposing any confidentiality obligation on the Company or any Company Subsidiary (other than routine confidentiality or nondisclosure agreements entered into in the ordinary course of business consistent with past practice; that do not otherwise constitute Material Contracts under this Section 3.17) or (xii) any material agreement containing "change in control" “standstill” or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practiceprovisions; (xii) contracts that could reasonably be expected to have a material effect on (i) the business, condition, capitalization, assets, liabilities, operations or financial performance of the Company or (ii) the ability of the Company to perform any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material obligations under, or to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or consummate any Subsidiary of ASFC is obligated to indemnify any other Personthe transactions contemplated by this Agreement; orand (xiii) any agreement with ASFC or any of its Affiliatescontract, if a Default (as defined below) under such contract would be reasonably likely to have a Company Material Adverse Effect. (b) ASFC has heretofore furnished or made available to Buyer complete Each Material Contract is valid and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect effect, and is enforceable in accordance with its terms, subject to (Ai) Laws of general application relating to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally insolvency and the rights relief of creditors of insurance companies generally debtors, and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC rules of Law governing specific performance, injunctive relief and other equitable remedies. (c) Neither the Company nor any of its Subsidiaries Company Subsidiary is, or has received any notice that any other party is, in breach, default or violation of or is unable to perform in any respect under (each, a “Default”) any Material Contract (and no event has occurred or not occurred through the Company’s or any Company Subsidiary’s action or inaction or, to the knowledge of the Company, through the action or inaction of any third party, which with notice or the lapse of time or both would constitute or give rise to a Default), except for those Defaults which would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received written or oral) notice of cancellation or the termination of, or any expression or indication of an intention or desire to cancel or terminate, any of Material Contract, except for such notices or terminations that would not be reasonably likely to have, individually or in the Significant Agreements; (iii) aggregate, a Company Material Adverse Effect. Except as set forth in the Company Disclosure Schedule, no Significant Agreement is Claims for indemnification under any agreement have been made by or against the subject ofCompany or any Company Subsidiary since January 1, 2006 and there are no such Claims outstanding or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any knowledge of the Significant AgreementsCompany, threatened.

Material Contracts. None of the Company or the Company Subsidiary is a party to or obligated under: (a) Except as disclosed any contract which obligates the Company or the Company Subsidiary for any payments in Schedule 3.11excess of 250,000 RMB, in the aggregate, and which is not terminable by the Company or the Company Subsidiary without additional payment or penalty within ninety (90) days of delivery of notice of such termination; (b) any contract which restricts the Company or the Company Subsidiary from engaging in any line of business or competing with any Person in any geographic region; (c) any partnership, limited liability company agreement, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture which is not a wholly-owned subsidiary of the Company; (d) any contract (other than with the Company Subsidiary) under which Indebtedness in excess of 250,000 RMB is outstanding or pursuant to which any property or asset of the Company or the Company Subsidiary having a book value of more than 250,000 RMB is mortgaged, pledged or otherwise subject to an Encumbrance or any contract restricting the incurrence of Indebtedness or the incurrence of Encumbrances or restricting the payment of dividends; (e) any contract entered into within three (3) years prior to the date hereof for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another Person for aggregate consideration in excess of 250,000 RMB and any term sheets or letters of intent in effect and not expired as of the date hereof, neither ASFC nor whether or not binding, relating to any of its Subsidiaries is the foregoing in this clause (e); (f) other than contracts for ordinary repair and maintenance, any contract relating to the development or construction of, or additions or expansions to, the Leased Real Properties, under which the Company or the Company Subsidiary has, or expects to incur, an obligation in excess of 250,000 RMB in the aggregate that has not been satisfied as of the date hereof; (g) any contract to which the Company or the Company Subsidiary has continuing indemnification obligations or potential liability under any purchase price adjustment that, in each case, could reasonably be expected to result in future payments of the Company or such Company Subsidiary of more than 250,000 RMB or any contract relating to the settlement or proposed settlement of any Legal Action, which involves the issuance of equity securities or payment of an amount, in any such case, having a party to value of more than 250,000 RMB; (h) any contract for the employment of, or bound by:receipt of any services from, any director, officer or other employee on a full-time, part-time, consulting or other basis providing annual case compensation from the Company or any Subsidiary in excess of 250,000 RMB; (i) any lease of real property where contract which relates to any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real propertyIntellectual Property; (iij) any agreement contract (other than contracts referenced in clause (a) through (i) of this Section 5.15) which by its terms call for payments by the purchase Company and the Company Subsidiary in excess of materials, supplies, goods, services, equipment 250,000 RMB in the aggregate; (k) any contract with any current officer or director of the Company or the Company Subsidiary or any other assetsAffiliates of the Company or the Company Subsidiary, including any license for Software, that provides for either (A) annual payments by ASFC or CZH Transferor and any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more; (iii) any limited partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other PersonCZH Holder; or (xiiil) any agreement with ASFC contract that requires a consent to or any of its Affiliates. (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as otherwise contains a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect provision relating to or affecting creditors' rights generally and the rights a “change of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination ofcontrol’, or any expression contract that would prohibit or indication of an intention or desire to cancel or terminate, any delay the consummation of the Significant Agreements; (iii) no Significant Agreement is the subject oftransactions contemplated by this Agreement, oror that would trigger, to the Knowledge of ASFCgive rise to, has been threatened to be made the subject of, accelerate or augment any arbitration, suit liabilities or other legal proceeding; and (iv) there exists no material event of default terminate or occurrence, condition or act on the part of ASFC or modify any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any rights of the Significant AgreementsCompany or the Company Subsidiary as a result of the consummation of the transactions contemplated hereby (the contracts described in clause (a) through (k) of this Section 5.15 and Lease Documents together with all exhibits and schedules thereto collectively, the “Material Contracts”).

Material Contracts. (a) Except as disclosed in Schedule 3.11, as Section 5.09 of the date hereofCompany Disclosure Schedule contains a complete and accurate list of all Contracts referred to in clauses (i) through (xv) below, neither ASFC nor any inclusive, of its Subsidiaries this Section 5.09(a) (with specific reference to the subsection of this Section 5.09(a) to which it relates) to which the Company is a party and/or which relate to or bound byare used in the operation of the Business as currently conducted or as proposed to be conducted (each Contract required to be disclosed hereunder, a “Material Contract” and, collectively, the “Material Contracts”), complete and accurate copies of which have been made available to Buyer: (i) any lease (whether of real property where any of ASFC or its Subsidiaries are tenants (Apersonal property) providing for annual base rentals of $1,000,000 50,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assetsassets providing for either (A) annual payments by or on behalf of the Company and/or the Business of $50,000 or more or (B) aggregate payments by or on behalf of the Company and/or the Business of $100,000 or more, including except for, in the case of either (A) or (B), such agreements with Business Service Providers cancellable without penalty on ninety (90) or less days notice; (iii) any license sales, partnering, development, reseller or other similar agreement providing for Softwarethe sale by or on behalf of the Company and/or the Business of products, services or other assets that provides for either (A) annual payments by ASFC to or any Subsidiary for the benefit of ASFC the Company and/or the Business of $1,000,000 50,000 or more or (B) aggregate required payments by ASFC to or any Subsidiary for the benefit of ASFC the Company and/or the Business of $5,000,000 100,000 or more; (iiiiv) any limited partnership, joint venture or other unincorporated business organization similar agreement or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liabilityarrangement; (ivv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vvi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any guarantee or similar agreement or arrangement relating thereto, other than asset); (vii) any (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any licenseoption, franchise or similar agreement material to ASFC and its Subsidiariesagreement, taken as a whole(B) Inbound Licenses, or (C) Outbound Licenses; (viiviii) any agreement (other than Outbound Licenses and Inbound Licenses) relating to the conception, development, authoring, creation, or reduction to practice of any component of the Company Products and Services by a third party; (ix) any agency, dealer, sales representative, distribution, reseller, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a wholeagreement; (viiix) any agreement that restricts or prohibits ASFC or any Subsidiary (A) limits the freedom of ASFC from competing with any Person the Company and/or the Business to compete in any line of business or from competing in, engaging in against any Person or entering into any line of business in any area and or which would so restrict or prohibit ASFC or any Subsidiary limit the freedom of ASFC the Company and/or the Business after the Closing Date; Date or (ixB) any reinsurance treaty provides for pricing or any facultative reinsurance other contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" terms on a “most favored nations” or similar provisions relating to change in control of ASFC or any of its Subsidiariesbasis; (xi) any "stop loss" agreement with (A) the Seller or any of its Affiliates, or (B) any director or officer of the Company, the Seller or any of their respective Affiliates or any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such director or officer; (xii) any indemnification agreements, other than in connection with commercial transactions in the Ordinary Course of Business; (xiii) any contract with a Governmental Authority; (xiv) general powers of attorney; (xv) confidentiality and non-disclosure agreements, other than those entered into in the ordinary course Ordinary Course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other PersonBusiness that are not individually material; or (xiiixvi) any agreement with ASFC other agreement, commitment, arrangement or any plan not made in the Ordinary Course of its AffiliatesBusiness and not otherwise disclosed in clauses (i) through (xiv) above, that if terminated or breached would be reasonably expected to have a Material Adverse Effect on the Company. (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies Except as set forth on Section 5.09(b) of the contractsCompany Disclosure Schedule, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each Material Contract is a valid and binding agreement of the Significant Agreements Company, except as limited by the Bankruptcy and Equity Exceptions, and is in full force and effect and enforceable in accordance with its termseffect, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any none of its Subsidiaries has received any notice (written or oral) of cancellation or termination ofthe Company, or any expression or indication of an intention or desire to cancel or terminate, the Seller and/or any of the Significant Agreements; (iii) no Significant Agreement is the subject ofSeller’s Subsidiaries party to any Material Contract, as applicable, or, to the Knowledge of ASFC, has been threatened to be made the subject ofSeller, any arbitrationthird party that is party to such Material Contract, suit is in default or other legal proceeding; breach in any material respect under the terms of such Material Contract and (iviii) there exists to the Knowledge of the Seller, no material event of default or occurrencecircumstance has occurred that, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach , would constitute any event of or material default under any Material Contract. Complete and accurate copies of each Material Contract (together with all amendments, modifications, extensions and other agreements with respect thereto) have been made available to Buyer. To Seller’s Knowledge, each Material Contract has been entered into on an arms-length basis. (c) Section 5.09(c)(i) of the Significant AgreementsCompany Disclosure Schedule sets forth the names of (i) the twenty vendors or suppliers and (ii) the twenty customers to whom the Seller and/or its Affiliates, directly or indirectly, paid or received the greatest sum of money in respect of services, products or materials provided to or from the Company and/or the Business, as applicable, during the year ended December 31, 2012 and during the 11-months ended November 30, 2013. Since December 31, 2012, none of the partners or customers listed in Section 5.09(c)(i) of the Company Disclosure Schedule has canceled, materially reduced or otherwise terminated its business with the Company and/or the Business or has notified the Company and/or the Seller that it is canceling, materially reducing or otherwise terminating its business with the Company and/or the Business or that it intends to cancel, materially reduce or otherwise terminate its relationship with the Company and/or the Business. Section 5.09(c)(ii) of the Company Disclosure Schedule sets forth the top five Reseller Customers (as such term is defined in that certain Master Resale Agreement, dated as of February 1, 2012 (as the same may be amended, assigned or otherwise modified from time to time), as between the Seller and Broadcast Interactive Media, LLC), including the full legal name of each such Reseller Customer.

Material Contracts. (a) Except as disclosed in Schedule 3.11, as As of the date hereofof this Agreement, neither ASFC nor any of the Company and its Subsidiaries is are not a party to or bound byby any Contract: (i) any lease that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of real property where any Regulation S-K of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real propertythe SEC; (ii) that is or creates a Partnership with any agreement for other Person that is material to the purchase Company and its Subsidiaries, taken as a whole, or that relates to the formation, operation, management or control of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or moresuch Partnership; (iii) any limited partnershipthat (A) is an indenture, joint venture credit agreement, loan agreement, security agreement, guarantee of, note, mortgage or other unincorporated business organization agreement providing for indebtedness (including obligations under any capitalized leases) in excess of $1,500,000 (other than agreements between the Company and any wholly owned Subsidiary or similar arrangement between wholly owned Subsidiaries) or agreement in pursuant to which ASFC the Company or any Subsidiary of ASFC serves its Subsidiaries guarantees any such indebtedness of any other Person (other than the Company or another wholly owned Subsidiary), (B) materially restricts the Company’s ability to incur indebtedness or guarantee the indebtedness of others, (C) grants a Lien (other than a Permitted Lien) or restricts the granting of Liens on any property or asset of the Company or its Subsidiaries that is material to the Company and its Subsidiaries, taken as a general partner whole, or otherwise has unlimited liability(D) is an interest rate derivative, currency derivative or other hedging contract other than foreign currency cash flow ▇▇▇▇▇▇ entered into in the ordinary course of business and classified as cash flow ▇▇▇▇▇▇ for accounting purposes; (iv) that is a Contract (other than this Agreement) for the acquisition of any agreement relating corporation, partnership or limited liability company or business, or sale of any of its Subsidiaries or businesses after the date hereof, in each case with a fair market value or purchase price (including assumption of debt) in excess of $5,000,000 (other than (x) in the ordinary course of business or (y) intercompany agreements); (v) that is a Contract (including any Contract providing for the outsourcing, contract manufacturing, testing, assembly or fabrication (as applicable of any products, technology or services of the Company or any of its Subsidiaries)) under which the Company and its Subsidiaries have made or received payments in excess of $1,000,000 in the fiscal year ended December 28, 2013, the fiscal year ended December 27, 2014, or the two quarter period ended June 27, 2015; (vi) that is a dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), sales representative or similar Contract under which any third party is authorized to sell, sublicense, lease, distribute, market or take orders for the Company Products (A) with a third party that is one of the Company’s top twenty (20) customers by revenue in fiscal year 2014 or 2015 or (B) under which the Company and its Subsidiaries have made or received payments in excess of $1,000,000 in the fiscal year ended December 28, 2013, the fiscal year ended December 27, 2014, or the two quarter period ended June 27, 2015; (vii) with respect to the acquisition or disposition of any corporation, partnership, limited liability company or business (whether by merger, sale of stockamalgamation, consolidation or other business combination, sale of assets assets, sale of capital stock, tender offer, exchange offer, or otherwisesimilar transaction) pursuant to which the Company or any of its Subsidiaries has (A) material continuing indemnification obligations (and was entered into after March 1, 2005), or (B) any “earn-out” or similar contingent payment obligations in excess of $5,000,000 (other than any Contract that provides solely for the acquisition of inventory, raw materials or equipment in the ordinary course); (vviii) any agreement relating to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating theretothat contains a right of first refusal, other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement withfirst offer, or relating tofirst negotiation, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) a call or put right, with respect to any license, franchise or similar agreement asset that is material to ASFC the Company and its Subsidiaries, taken as a whole; (viiix) that prohibits or restricts the payment of dividends or distributions in respect of the Company’s shares or capital stock; (x) that is a purchase or sale agreement with any Significant Customer or Significant Supplier under which the Company and its Subsidiaries have made or received payments in excess of $1,000,000 in the fiscal year ended December 28, 2013, the fiscal year ended December 27, 2014, or the two quarter period ended June 27, 2015; (xi) under which (A) any agencyperson (other than the Company or any of its wholly owned Subsidiaries) is guaranteeing any liabilities or obligations of the Company or any of its Subsidiaries, dealeror (B) the Company or any of its Subsidiaries has “take-or-pay” obligations; (xii) that is between the Company or any of its Subsidiaries, sales representativeon the one hand, marketing and any of the Company’s or its Subsidiaries’ respective directors or officers or stockholders who own five percent (5%) or more of the Company Common Stock, other than (A) any Benefit Plan or any other employee agreements or arrangements, (B) transactions conducted on an arms’ length basis or (C) any agreements with consideration of less than $200,000; (xiii) providing for the creation or imposition of any Lien, other than a Permitted Lien, with respect to any assets (including Intellectual Property or other similar agreement intangible assets) material to ASFC the conduct of the business of the Company and its SubsidiariesSubsidiaries as currently conducted, taken as a whole; (viiixiv) any that is a settlement, conciliation or similar agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) with any Governmental Entity which (A) materially restricts or imposes material agreement containing "change in control" obligations upon the Company or similar provisions relating to change in control its Subsidiaries, or (B) materially disrupts the business of ASFC the Company and its Subsidiaries as currently conducted, or (y) which would require the Company or any of its Subsidiaries; (xi) any "stop loss" agreements, other Subsidiaries to pay consideration of more than those entered into in $2,000,000 after the ordinary course date of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Personthis Agreement; or (xiiixv) with any agreement Governmental Entity, or for the purpose of fulfilling a Contract or order from any Governmental Entity as the ultimate customer, that is material to the conduct of the business of the Company and its Subsidiaries as currently conducted, taken as a whole. Each such Contract described in clauses (i)-(xv) or Section 4.8(c), together with ASFC or any of its Affiliateseach material Company License-In Agreement, is referred to herein as a “Material Contract”. (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11would not reasonably be expected to have, and except to individually or in the extent not material to ASFC and its Subsidiaries taken as aggregate, a whole: Company Material Adverse Effect, (i) each Material Contract is enforceable against the Company in accordance with its terms and, to the Knowledge of the Significant Agreements Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of the Company or its Subsidiaries has received any notice (written or oral) of cancellation or termination ofSubsidiaries, or any expression or indication of an intention or desire to cancel or terminateon the one hand, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, orand, to the Knowledge of ASFCthe Company, has been threatened each other party to each Material Contract, on the other hand, have performed all obligations required to be made performed by it under such Material Contract and, to the subject ofKnowledge of the Company, any arbitrationno event has occurred, suit and no circumstance or other legal proceeding; and (iv) there exists no material event of default or occurrencecondition exists, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute that (with or without notice or lapse of time time) will, or bothwould reasonably be expected to, (A) constitute such a violation or breach, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (c) As of the date of this Agreement, the Company is not a party to or bound by any Contract that (i) contains any provisions materially restricting the right of the Company or any of its Subsidiaries (A) to compete or transact in any business or with any Person or in any geographic area, or (B) to acquire any material breach product or other asset or service from any other Person; (ii) grants exclusive rights to license, market, sell or deliver any Company Product; or (iii) contains any “most favored nation” or similar provisions in favor of the other party and relates (or material default would reasonably be expected to relate) to payments in excess of $1,000,000 in any of fiscal years 2014, 2015 or 2016. (d) (x) There are no licenses granted to third parties under any of the Significant AgreementsContracts set forth in Section 4.8(d)(i), Section 4.8(d)(ii) or Section 4.8(d)(iii) of the Company Disclosure Schedule (collectively, the “Specified Contracts”), and (y) to the Knowledge of the Company, there are no other Contracts to which the Company or its Subsidiaries is a party, in the case of clause (x) or (y), that would, as a result of the change of control of the Company contemplated by this Agreement, the Closing or the fact of Parent or any of its Affiliates (other than the Company or its Subsidiaries) becoming an Affiliate of the Company or any of its Subsidiaries, grant to any third party a license or right to a license with respect to Parent’s or its Affiliates’ (excluding the Company and its Subsidiaries) Intellectual Property following the Closing, in each case except as would not materially adversely impact Parent and its Affiliates’ (excluding the Company and its Subsidiaries) business.

Material Contracts. (a) Except as disclosed in Schedule 3.11, as As of the date hereof, neither ASFC AMB nor any of its Subsidiaries is a party to or bound by: by any Contract (i) any lease required to be filed as an exhibit to AMB’s Annual Report on Form 10-K pursuant to Item 601(b)(2) or (10) of real property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or moreRegulation S-K under the Exchange Act, (Bii) expiring any partnership, joint venture, co-investment or similar agreement with any third parties requiring aggregate payments after December 31, 2002 or (C) where ASFC the date hereof by AMB or any of its Affiliates holds an equity interest Subsidiaries pursuant to any such partnership, joint venture, co-investment or similar agreement in such real property; excess of $150,000,000, (iiiii) any agreement for Contract limiting in any material respect the ability of AMB or any of its Subsidiaries to engage in any line of business in any geographic area, (iv) any Contract or executed binding letter of intent involving the future disposition or acquisition of assets or properties with a fair market value in excess of $250,000,000, or any merger, consolidation or similar business combination transaction, (v) any Contract relating to development, construction, capital expenditures or purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more; (iii) any limited partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); properties (v) any agreement relating to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued purchase orders for such items in the ordinary course of the surety business business) in each case requiring aggregate payments by AMB or any of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement within excess of $100,000,000 during their remaining term, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as Contract evidencing a whole; (vii) any agency, dealer, sales representative, marketing capitalized lease obligation or other similar agreement material indebtedness to ASFC and its Subsidiariesany Person, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary guaranty thereof, in excess of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force)$100,000,000, other than any Contract in respect of a ground lease or office leases or obligations thereunder (all such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating Contracts to change in control of ASFC which AMB or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies Subsidiaries is a party to or other similar agreements issued bound by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliates. (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each date of this Agreement are referred to herein as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"“AMB Material Contracts”). Except as specifically disclosed on Schedule 3.11would not have, or would not reasonably be expected to have, individually or in the aggregate, an AMB Material Adverse Effect, each of the AMB Material Contracts is a valid and except binding obligation of AMB, or the Subsidiary of AMB that is a party thereto, and, to AMB’s knowledge, the extent not material to ASFC other parties thereto, enforceable against AMB and its Subsidiaries taken as a whole: (i) each of and, to AMB’s knowledge, the Significant Agreements is in full force and effect and enforceable other parties thereto in accordance with its terms, subject to (A) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect of general applicability relating to or affecting creditors' ’ rights generally and the rights general equitable principles. None of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law AMB or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination ofis, or any expression or indication of an intention or desire and to cancel or terminateAMB’s knowledge no other party is, any of the Significant Agreements; (iii) no Significant Agreement is the subject ofin breach, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition violation (and no event has occurred or act on the part of ASFC not occurred through AMB’s or any Subsidiary of ASFC which constitutes AMB’s action or would constitute (inaction or, to AMB’s knowledge, through the action or inaction of any third party, that with notice or the lapse of time or bothboth would constitute a breach, default or violation) of any term, condition or provision of any AMB Material Contract to which AMB or any Subsidiary of AMB is now a material breach of party, or material default under by which any of them or their respective properties or assets may be bound, except for such breaches, defaults or violations as would not have, or would not reasonably be expected to have, individually or in the Significant Agreementsaggregate, an AMB Material Adverse Effect.

Material Contracts. (a) Except as disclosed in Schedule 3.11filed as exhibits to the Company SEC Documents prior to the date of this Agreement, as none of the date hereof, neither ASFC nor Company or any of its Subsidiaries is a party to or bound byby any contract that, as of the date hereof: (i) any lease is a “material contract” (as such term is defined in Item 601(b)(10) of real property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real propertyRegulation S-K under the Securities Act); (ii) any agreement calls for the purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual aggregate payments by ASFC the Company or any Subsidiary of ASFC its Subsidiaries under such contract of more than $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary 12,000,000 over the remaining term of ASFC of $5,000,000 or moresuch contract; (iii) calls for annual aggregate payments by the Company or any of its Subsidiaries under such contract of more than $5,000,000 over the remaining term of such contract; (iv) contains any non-compete or exclusivity provisions binding on the Company or any of its Subsidiaries with respect to any line of business or geographic area with respect to the Company or any of its Subsidiaries, or that restricts the conduct of any line of business by the Company or any of its Subsidiaries or any geographic area in which the Company or any of its Subsidiary may conduct business; (v) creates any (x) material partnership, limited partnershipliability company agreement, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money or any guarantee or similar agreement entered into with any third party or arrangement relating thereto(y) management, operating, franchise, license or other than (A) similar agreement entered into with any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000third party; (vi) provides for the purchase, sale or exchange of, or option to purchase, sell or exchange any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary real property of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC Company or any of its Subsidiaries; (xivii) is a contract or agreement pursuant to which the Company or any "stop loss" agreements, of its Subsidiaries agrees to indemnify or hold harmless any director or executive officer of the Company or any of its Subsidiaries (other than those entered into in the ordinary course of business consistent with past practiceorganizational documents for the Company or its Subsidiaries); (xiiviii) is a material loan agreement, guaranty, letter of credit, indenture, note, bond, debenture, mortgage or any agreements (other than insurance policies agreement or instrument evidencing a capitalized leased obligation or other similar agreements issued by any Subsidiary of ASFC in indebtedness of, or for the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC benefit of, the Company or any Subsidiary of ASFC is obligated to indemnify or any other Personguaranty thereof; or (xiiiix) is an interest rate cap, interest rate collar, interest rate swap, currency hedging transaction or any other similar agreement with ASFC to which the Company or any of its AffiliatesSubsidiaries is a party. Each contract of the type described in this Section 4.18(a), whether or not set forth in Item 4.18 of the Company Letter, is referred to herein as a “Material Contract.” (b) ASFC has heretofore furnished or made available Each Material Contract is valid and binding, in all material respects, on the Company and/or each of its Subsidiaries party thereto, and, to Buyer complete and correct copies the Knowledge of the contracts, agreements and instruments listed on Schedule 3.11Company, each other party thereto. (c) Neither the Company nor any of its Subsidiaries is in default under any Material Contract and no event or circumstance, with or without notice or the passage of time, has occurred pursuant to any Material Contract which would result in a default or acceleration of payment, or forfeiture of any rights, except as amended would not (i) prevent or modified materially delay the consummation of the Merger, the Parent Asset Purchase or the Arizona Asset Purchase and the other transactions contemplated by this Agreement or (ii) result in a Material Adverse Effect on the Company. To the Knowledge of the Company, no counterparty of the Company or any of its Subsidiaries, as applicable, under any Material Contract has failed to perform its material obligations thereunder when required to be so performed and each is current in its material obligations to the Company or its Subsidiaries, as applicable, thereunder. (d) Prior to the date hereof, including any waivers with respect thereto (the "Significant Agreements"Company has made available true, correct and complete copies of all agreements described in Section 4.18(a). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant Agreements.

Material Contracts. (a) Except as disclosed in Schedule 3.11, as As of the date hereof, neither ASFC the Company nor any of its Subsidiaries is a party to or bound byby : (i) any inbound lease, license, purchase or other similar agreement for the purchase, lease of real property where or license by the Company or any of ASFC or its Subsidiaries are tenants (A) providing for of goods, services, Intellectual Property or other assets that has resulted in annual base rentals payments by the Company or any of its Subsidiaries of $1,000,000 or more during any fiscal year beginning on or after January 1, 2007 or that obligates the Company or any of its Subsidiaries to make payments in any fiscal year of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or except for any such contract between the Company and/or any of its Affiliates holds an equity interest in such real propertySubsidiaries; (ii) any contract or agreement evidencing Indebtedness, in or for the purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC an amount of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 500,000 or more, except for any such contract or agreement between the Company and/or any of its Subsidiaries; (iii) any limited joint venture, partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liabilityagreement; (iv) any contract or agreement relating to the acquisition or disposition of any material business (whether by merger, sale or any interest therein under which the Company or any of stock, sale of assets its Subsidiaries has any material outstanding rights or otherwise)obligations; (v) any agreement relating Company IP Agreement set forth, or required to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating theretobe set forth, other than (Ain Section 4.15(a) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000;Company Disclosure Schedule; and (vi) any contract or agreement required to be included in the Company SEC Documents pursuant to Item 601(b)(10) of Regulation S-K of the SEC. Any contract, arrangement, commitment or understanding of the type described in this Section 4.20(a) above, together with any outbound lease, license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing sale or other similar agreement material to ASFC and its Subsidiaries(excluding any purchase orders) providing for the sale, taken as a whole; (viii) any agreement that restricts lease or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after license by the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC Company or any of its Subsidiaries; (xi) any "stop loss" agreementsSubsidiaries of goods, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies services, Intellectual Property or other similar agreements issued by any Subsidiary of ASFC assets that is expected to result in annual payments to the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC Company or any of its AffiliatesSubsidiaries of $1,000,000 or more, except for any such contract between the Company and/or any of its Subsidiaries, will be referred to herein as a “Material Contract”. (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies Each of the contracts, agreements Material Contracts is valid and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance neither the Company nor any of its Subsidiaries, nor to the Company’s knowledge any other party to a Material Contract, has violated any provision of, or taken or failed to take any act which, with its termsor without notice, subject to (A) bankruptcylapse of time, insolvencyor both, reorganizationwould constitute a default under the provisions of such Material Contract, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and neither the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC Company nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any notice (written Material Contract. Neither the Company nor any of its Subsidiaries is party to any contract, agreement, arrangement or oral) understanding containing any provision or covenant limiting in any material respect the ability of cancellation or termination of, the Company or any expression of its Subsidiaries (or, after the consummation of the Merger, Parent, the Surviving Corporation or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; their respective Subsidiaries) to (i) sell any products or services of or to any other Person or in any geographic region, (ii) engage in any line of business or (iii) no Significant Agreement is compete with or to obtain products or services from any Person or limiting the subject of, ability of any Person to provide products or services to the Company or any of its Subsidiaries (or, to after the Knowledge consummation of ASFCthe Merger, has been threatened to be made Parent, the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC Surviving Corporation or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant Agreementstheir respective Subsidiaries).

Material Contracts. (a) Except as disclosed set forth in Section 4.20 of the Company Disclosure Schedule 3.11or as filed as an exhibit with any Company SEC Document, and other than any Company Benefit Plan set forth on Section 4.17 of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries is, as of the date hereof, neither ASFC nor any of its Subsidiaries is a party to or bound by:by any loan or credit agreement, note, bond, mortgage, indenture, lease or other binding contract, agreement or commitment (each a “Contract”): (i) any lease that has been or would be required to be filed as a “material contract” by the Company pursuant to Item 601(b)(10) of real property where any Regulation S-K of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real propertythe SEC; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment that establishes or other assets, including any license for Software, that provides for either (A) annual payments by ASFC governs a partnership or any Subsidiary of ASFC of $1,000,000 joint venture or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or moresimilar arrangement; (iii) any limited partnershipthat is an indenture, joint venture credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other unincorporated business organization or similar arrangement or agreement in which ASFC providing for indebtedness of the Company or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liabilityits Subsidiaries in an amount in excess of $1,000,000; (iv) with a Top Customer or Top Supplier and under which the Company or any agreement relating of its Subsidiaries has made or received payments in excess of $2,000,000 in the twelve months prior to the acquisition date hereof or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement which is otherwise material to ASFC the Company and its Subsidiaries, taken as a whole; whole (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract purchase and sale orders entered into in the ordinary course of business consistent with past practice); (xv) for the purchase or sale of any material agreement containing "change entity or assets after the date hereof in control" excess of $1,000,000 (other than customer or similar provisions relating supplier Contracts, including contracts that relate to change in control of ASFC inventory); (vi) that is a collective bargaining agreement; (vii) under which the Company or any of its Subsidiaries; Subsidiaries has made or received payments in excess of $1,000,000 since July 1, 2012 (xi) any "stop loss" agreements, other than those purchase and sale orders entered into in the ordinary course of business consistent with past practice); (viii) that provides for any obligation of the Company or any of its Subsidiaries to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of the Company of an amount in excess of $2,000,000 or any other Person of an amount in excess of $1,000,000; (ix) that is an outstanding power of attorney (other than powers of attorney granted with respect to foreign legal and tax matters or Intellectual Property related filings or which otherwise are not material to the Company and its Subsidiaries, taken as a whole); (x) that provides for an obligation or liability of the Company or any of its Subsidiaries (whether absolute, accrued, contingent or otherwise) as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any third party that could result in payments in excess of $1,000,000, other than obligations between the Company and any of its Subsidiaries (and between Company Subsidiaries); (xi) that restricts or prohibits in any material respect the ability of the Company or any Subsidiary of the Company to compete in any material line of business or in any geographic area, or that limits in any material respect the Persons to whom the Company can sell products or services; (xii) that requires the Company or any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its Subsidiaries to provide business, distribution or investment opportunities or pricing to any Person on an exclusive or most favored nation basis; (xiii) material to ASFC and its Subsidiaries taken as that is a whole pursuant to which ASFC hedge, collar, option, forward purchasing, option, swap, derivative or any Subsidiary of ASFC is obligated to indemnify any other Personsimilar Contract; or (xiiixiv) any agreement with ASFC that is a Contract between the Company or any of its AffiliatesSubsidiaries on the one hand, and any of the Company’s stockholders (in their capacity as such) on the other hand. Each such Contract described in clauses (i)-(xiv) is referred to herein as a “Material Contract”. The Company has made available to Parent correct and complete copies of all Material Contracts. (b) ASFC has heretofore furnished Except for breaches, violations or made available defaults which would not have or reasonably be expected to Buyer complete and correct copies of have, individually or in the contractsaggregate, agreements and instruments listed on Schedule 3.11a Company Material Adverse Effect, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements Material Contracts is valid and binding on the Company and each of its Subsidiaries party thereto and, to the Company’s knowledge as of the date hereof, each other party thereto, enforceable, subject to the Enforceability Exceptions, against the Company and each of its Subsidiaries party thereto in accordance with its terms, and to the Company’s knowledge as of the date hereof each other party thereto, and is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC the Company nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination ofSubsidiaries, or any expression or indication of an intention or desire nor to cancel or terminate, any the Company’s knowledge as of the Significant Agreements; (iii) date hereof any other party to a Material Contract, is in violation of or default under any provision of any Material Contract and no Significant Agreement is event has occurred that with the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) the giving of notice or both would constitute a material breach violation of or material default under thereunder by the Company or any of its Subsidiaries. The Company or such Subsidiary has performed all obligations required to be performed by it under each Material Contract and, to the Significant Agreementsknowledge of the Company as of the date hereof, each other party to each Material Contract has performed all obligations required to be performed by it under such Material Contract, except in each case as, individually or in the aggregate, would not have or reasonably be expected to have a Company Material Adverse Effect.

Material Contracts. (a) Except for this Agreement and except for Contracts filed as disclosed in Schedule 3.11exhibits to the Company SEC Reports, as of the date hereof, neither ASFC nor any none of the Company or its Subsidiaries is a party to or bound by: (i) any lease Contract that would be required to be filed by the Company pursuant to Item 4 of real property where any the Instructions to Exhibits of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real propertyForm 20-F under the Exchange Act; (ii) any agreement for Contract relating to the purchase formation, creation, operation, management or control of materialsa partnership, suppliesjoint venture, goods, services, equipment limited liability company or other assets, including any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or moresimilar arrangement; (iii) any limited partnershipContract involving a loan (other than accounts receivable from trade debtors in the ordinary course of business) or advance to (other than travel and entertainment allowances to the employees of the Company and any of its Subsidiaries extended in the ordinary course of business), joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC investment in, any person or any Subsidiary Contract relating to the making of ASFC serves as a general partner any such loan, advance or otherwise has unlimited liabilityinvestment of more than $10,000,000; (iv) any agreement Contract involving Indebtedness of the Company or any of its Subsidiaries of more than $10,000,000; (v) any Contract (including so called take-or-pay or keep-well agreements) under which any person (other than the Company or any of its Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of its Subsidiaries of more than $30,000,000; (vi) any Contract granting or evidencing a Lien on any properties or assets of the Company or any of its Subsidiaries with value of more than $30,000,000, other than a Permitted Encumbrances; (vii) any Contract under which the Company or any of its Subsidiaries has any obligations that have not been satisfied or performed (other than indemnification and confidentiality obligations) relating to the acquisition acquisition, disposition, sale, transfer or disposition lease (including leases in connection with financing transactions) of properties or assets of the Company or any business of its Subsidiaries that have a fair market value or purchase price of more than $30,000,000 (whether by merger, sale of stock, purchase or sale of assets or stock or otherwise); (vviii) any agreement relating Contracts involving any resolution or settlement of any Action with amount in controversy greater than $30,000,000; (ix) any non-competition Contract or other Contract that purports to indebtedness for borrowed money limit, curtail or restrict in any material respect the ability of the Company or any guarantee of its Subsidiaries to compete in any geographic area, industry or line of business; (x) any Contract involving a standstill or similar agreement arrangement; (xi) any Contract (other than Contracts granting Company Options or arrangement relating theretoCompany RSs) giving the other party the right to terminate such Contract as a result of this Agreement or the consummation of the Merger where (A) such Contract requires any payment in excess of $30,000,000 to be made by the Company or any of its Subsidiaries in any calendar year or (B) the value of the outstanding receivables due to the Company and its Subsidiaries under such Contract is in excess of $30,000,000 in any calendar year; (xii) any Contract that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of the Company or any of its Subsidiaries, (B) pledging of share capital of the Company or any of its Subsidiaries or (C) issuance of guaranty by the Company or any of its Subsidiaries; (xiii) any Contract providing for (A) a license of Intellectual Property to the Company and its Subsidiaries, (B) a license of Intellectual Property by the Company or any of its Subsidiaries to third parties, (C) an indemnity of any person by the Company or any of its Subsidiaries against any charge of infringement, misappropriation, unauthorized use or violation of any Intellectual Property right or (D) any royalty, fee or other amount payable by the Company or any of its Subsidiaries to any person by reason of the ownership, use, sale or disposition of Intellectual Property; in each case of (A) through (D), other than (A) any guarantees issued in the ordinary course agreements for off-the-shelf Software and such Contracts that are not material to business of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC Company and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in forceof (C) and (D), other than any such treaty or contract Contracts entered into by the Company and its Subsidiaries in the ordinary course of business consistent with past practicebusiness; (xxiv) any material agreement containing "change Contract which (A) provides the Company with effective control over any of its Subsidiaries in control" respect of which it does not, directly or similar provisions relating indirectly, own a majority of the equity interests (each, an “Operating Subsidiary”), (B) provides the Company or any Subsidiary the right or option to change purchase the equity interests in control any Operating Subsidiary, or (C) transfers economic benefits from any Operating Subsidiary to any other Subsidiary (the contracts and agreements described in (A), (B) and (C), together, the “Control Agreements”); or (xv) any Contract between the Company or any of ASFC its Subsidiaries and any director or executive officer of the Company or any person beneficially owning five percent or more of the outstanding Shares required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act. Each such Contract described in clauses (i) to (xv) and each such Contract that would be a Material Contract but for the exception of being filed as an exhibit to the Company SEC Reports is referred to herein as a “Material Contract.” (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Material Contract is a legal, valid and binding obligation of the Company or its Subsidiaries party thereto and to the Company’s knowledge, the other parties thereto, in each case subject to the Bankruptcy and Equity Exception, (ii) neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge and as of the date hereof, any other party thereto, is in breach or violation of, or default under, any Material Contract and no event has occurred or not occurred through the Company’s or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies ’ action or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliates. (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, inaction or, to the Knowledge Company’s knowledge, the action or inaction of ASFCany Third Party, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (that with notice or lapse of time or bothboth would constitute a breach or violation of, or default under, any Material Contract and (iii) a material breach the Company and its Subsidiaries have not received any written claim or notice of default, termination or material default cancellation under any of the Significant Agreementssuch Material Contract.

Material Contracts. (a) Except as disclosed in Section 3.12 of the Company Disclosure Schedule 3.11sets forth a list of each of the following Contracts to which, as of the date hereofof this Agreement, neither ASFC nor the Company or any of its Subsidiaries is a party to or bound by:(each, a “Company Material Contract”): (i) any lease of real property where any of ASFC or its Subsidiaries are tenants each Contract (A) providing for annual base rentals not to (or otherwise restricting or limiting the ability of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC the Company or any of its Affiliates holds an equity interest Subsidiaries, if any, to) compete in such real propertyany line of business or geographic area or (B) to restrict the ability of the Company or any of its Subsidiaries, if any, to conduct business in any geographic area; (ii) any agreement for each Contract that is reasonably likely to require, during the purchase remaining term of materialssuch Contract, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC the Company or any Subsidiary of ASFC of its Subsidiaries that exceed $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more250,000; (iii) all Contracts granting to any limited partnershipPerson an option or a first refusal, joint venture or other unincorporated business organization first offer, or similar arrangement preferential right to purchase or agreement in which ASFC or acquire any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liabilityCompany Assets; (iv) all material Contracts (A) for the granting or receiving of a license, sublicense, or franchise (in each case, including any agreement such Contracts relating to any Intellectual Property) providing for or resulting in payment over $250,000 per year or (B) under which any Person is obligated to pay or has the acquisition right to receive a royalty, license fee, franchise fee or disposition similar payment in which it is reasonably expected to pay or receive a royalty, license fee, franchise fee or similar payment over $250,000, in each case of any business clause (whether by merger, sale of stock, sale of assets or otherwiseA) and (B); (v) all partnerships, joint ventures, or other similar agreements or arrangements; (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed, or secured by any guarantee or similar agreement or arrangement relating theretoasset), other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) except any such agreement with, or relating to, with an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole100,000; (vii) any agencyagreement for the disposition or acquisition by the Company or any of its Subsidiaries with material obligations of the Company or any of its Subsidiaries (other than confidentiality obligations) remaining to be performed, dealeror material Liabilities of the Company or any of its Subsidiaries continuing, sales representativeafter the date of this Agreement, marketing of any material business or any material amount of assets other similar agreement material to ASFC and its Subsidiaries, taken as a wholethan in the ordinary course of business; (viii) any agreement agreement, other than operating agreements of Subsidiaries of the Company that restricts have been made available to Purchaser, restricting or prohibits ASFC limiting the payment of dividends or any Subsidiary the making of ASFC from competing with any Person in any line of business distributions to stockholders, including intercompany dividends or from competing in, engaging in distributions other than such restrictions or entering into any line of business in any area and which would so restrict limitations that are required by applicable Law or prohibit ASFC or any Subsidiary of ASFC after the Closing DateCompany Organizational Documents; (ix) any reinsurance treaty Contract with an employee of the Company or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practiceSubsidiary involving annual payments over $100,000; (x) any material agreement containing "change in control" or similar provisions relating to change in control Contract for the development of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, Intellectual Property other than those entered into in the ordinary course of business consistent with past practice;Company employees and contractors; and (xiixi) all material agreements with any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its AffiliatesGovernmental Authority. (b) ASFC A true and complete copy of each Company Material Contract (including any related amendments) entered into prior to the date of this Agreement has heretofore furnished or been made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified Purchaser prior to the date hereofof this Agreement. Each Company Material Contract is a valid and binding agreement of the Company or its applicable Subsidiary, including any waivers with respect thereto (except where the "Significant Agreements")failure to be valid and binding would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as specifically disclosed on Schedule 3.11would not, and except individually or in the aggregate, reasonably be expected to the extent not material to ASFC and its Subsidiaries taken as have a whole: Company Material Adverse Effect, (i) each of neither the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now Company or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, orsuch Subsidiary nor, to the Knowledge of ASFC, has been threatened to be made the subject ofCompany, any arbitrationother party, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material is in breach of or material default under any such Company Material Contract, (ii) as of the Significant Agreementsdate of this Agreement, there are no material disputes in connection with any such Company Material Contract and (iii) as of the date of this Agreement, no party under any Company Material Contract has given written notice of its intent to terminate or otherwise seek a material amendment to such Company Material Contract.

Material Contracts. (a) Except as disclosed in Section 3.17 of Seller's Disclosure Schedule 3.11, as sets forth all of the date hereoffollowing contracts related to the Business (the "Material Contracts"): (1) Collective bargaining agreements or other contracts with any labor union, neither ASFC nor or any contract, whether written or oral (excluding any oral or written contract that is terminable-at-will under the laws of its Subsidiaries is the relevant jurisdiction without severance obligations), for the employment of any Transferred Employee (as defined herein), or any agreement relating to loans to a party Transferred Employee, or any retention, severance, change of control or similar arrangement with a Transferred Employee which would result in a payment becoming due as a result of the Closing; (2) Agreements or indentures relating to the borrowing of money, equipment leases or bound by:financing, or to the mortgaging, pledging or otherwise placing a lien on any Purchased Asset; (3) Contracts or agreements (i) prohibiting it from freely engaging or competing in any lease of real property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or morebusiness anywhere in the world, (B) expiring after December 31, 2002 or (Cii) where ASFC entered into restricting Seller's right to use or disclose any of information in its Affiliates holds an equity interest in such real propertypossession; (ii4) any agreement for the purchase of materialsPartnership, suppliesjoint venture, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or moresimilar contract arrangements; (iii5) any limited partnershipSales, joint venture distributorship, material purchase orders or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary contract arrangements relating to the sale of ASFC serves as a general partner or otherwise has unlimited liabilitymaterial quantity of Products; (iv6) any agreement The Seller's Contracts with its Third Party Payors that represent more than $100,000 of revenues on an annualized basis (excluding government agencies); (7) Any contract relating to the acquisition or disposition of any business of Seller (whether by merger, sale of stock, sale of assets or otherwise); (v8) Contracts related to the licensing of Intellectual Property or Proprietary Rights, including those listed on Schedule 2.1(d); (9) any agreement relating to indebtedness for borrowed money Any contracts with a Third Party Payor or any guarantee or similar agreement or arrangement relating thereto, other than (A) third party that has terms which require Seller to be in any guarantees issued in the ordinary course kind of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement exclusive relationship with, or relating toexclusively deal with, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing such Third Party Payor or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Personthird party; or (xiii10) any agreement with ASFC Any other contract which creates future payment obligations in excess of $50,000 in the aggregate and which by its terms does not terminate or any is not terminable without penalty by Seller upon notice of its Affiliatesthirty (30) days or less. (b) ASFC Seller has heretofore furnished or made available to Buyer true and complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is Material Contracts. (c) All of the Material Contracts are legal, valid and binding obligations and in full force and effect effect. Seller has duly performed all of its obligations under each Material Contract to the extent those obligations have accrued and enforceable in accordance with its termsno default, subject violation, or breach by Seller or, to (A) bankruptcySeller's Knowledge, insolvency, reorganization, fraudulent transfer, moratorium and any other similar laws now party under any Material Contract has occurred which affects the enforceability of such Material Contract or hereafter in effect relating to or affecting creditorsany parties' rights generally and the thereunder, including without limitation rights of creditors of insurance companies generally termination, modification and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination ofacceleration, or any expression or indication of an intention or desire to cancel or terminate, except where any of the Significant Agreements; foregoing would not, individually or in the aggregate, be Material. (iiid) no Significant Agreement Seller is the subject of, or, to the Knowledge in compliance with all confidentiality and privacy provisions of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant Agreementseach Material Contract.

Material Contracts. (a) Except as for the Contracts disclosed in Schedule 3.11SCHEDULE 3.12 (a) with respect to the Business (other than the Excluded Assets), as of the date hereof, neither ASFC nor any of its Subsidiaries Pennzoil is not a party to or bound by: (i) any lease of real personal property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 100,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assetsassets providing for either (A) annual payments by Pennzoil of $100,000 or more or (B) aggregate payments by Pennzoil of $500,000 or more; (iii) any agreement with reference to all or a substantial portion of the output of a plant, including a mine or other production facility or all or a substantial portion of all requirements of a customer of Pennzoil or of Pennzoil or to any license other Person providing for Softwareannual payments that exceed $1,000,000 or more or extending beyond two years; (iv) any sales, distribution or other similar agreement providing for the sale by Pennzoil of materials, supplies, goods, services, equipment or other assets that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC to Pennzoil of $1,000,000 100,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC to Pennzoil of $5,000,000 500,000 or more; (iiiv) any limited partnership, tax partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000arrangement; (vi) any licenseoption agreement, franchise license agreement, franchise, or agreement in respect of similar agreement material to ASFC and its Subsidiaries, taken as a wholerights granted or held by Pennzoil; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a wholeproviding for annual payments of $100,000 or more; (viii) any agreement that restricts limits the freedom of Pennzoil to compete in any aspect of the sulphur business or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Purchased Asset or which would so restrict or prohibit ASFC or any Subsidiary limit the freedom of ASFC FRP after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract agreement (in each case applicable to insurance in force), other than an Excluded Asset) with or for the benefit of any such treaty Affiliate of Pennzoil; (x) any labor union contract; (xi) any agreement (other than an Excluded Asset) with respect to property, casualty or contract entered into other forms of insurance; or (xii) any other agreement, commitment, arrangement or plan not made in the ordinary course of business consistent with past practice; (x) any which is material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements Business (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its businessExcluded Assets) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliateswhole. (b) ASFC has heretofore furnished Each Contract disclosed in any schedule to this Agreement or made available required to Buyer complete be disclosed pursuant to this Section 3.12 is a valid and correct copies binding agreement of the contracts, agreements Pennzoil and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect effect, and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, orPennzoil nor, to the Knowledge knowledge of ASFCPennzoil, any other party thereto is in default or breach in any material respect under the terms of any such Contract, nor, to the knowledge of Pennzoil, has been threatened to be made the subject ofany event or circumstance occurred that, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both, would constitute any event of default thereunder. True and complete copies of each such contract have been delivered to FRP. (c) a material breach Pennzoil's net per ton cost of or material default transportation for sulphur (excluding rail car costs) from the ▇▇▇▇▇▇▇▇▇ Facility under any of its agreement with the Significant AgreementsSanta Fe Railway Company currently does not exceed $20.00 per ton. This freight cost is subject to annual escalation and is subject to adjustment when the Tampa price exceeds $92.00 per ton.

Material Contracts. (a) Except as disclosed in Schedule 3.113.12 of the Seller Disclosure Letter sets forth a list of each of the following Contracts to which, as of the date hereofof this Agreement, neither ASFC nor the Company or any of its Subsidiaries Subsidiaries, if any, is a party to or bound by:(each, a “Company Material Contract”): (i) any lease of real property where any of ASFC or its Subsidiaries are tenants each Contract (A) providing for annual base rentals not to (or otherwise restricting or limiting the ability of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC the Company or any of its Affiliates holds an equity interest Subsidiaries, if any, to) compete in such real propertyany line of business or geographic area or (B) to restrict the ability of the Company or any of its Subsidiaries, if any, to conduct business in any geographic area; (ii) each Contract (other than any agreement for Company Benefit Plan) that is reasonably likely to require, during the purchase remaining term of materialssuch Contract, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC the Company or any Subsidiary of ASFC of its Subsidiaries that exceed $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more250,000; (iii) all Contracts granting to any limited Person an option or a first refusal, first offer or similar preferential right to purchase or acquire any material Company Assets; (iv) all material Contracts for the granting or receiving of a license, sublicense or franchise or under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment (other than agreements with employees, non-exclusive licenses granted to the Company’s or its Subsidiaries’ customers, and non-exclusive licenses to commercially available, off-the-shelf Software that have been granted on standardized, generally available terms); (v) all partnership, joint venture or other unincorporated business organization similar agreements or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liabilityarrangements; (iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vvi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any guarantee or similar agreement or arrangement relating theretoasset), other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) except any such agreement with, (or relating to, a series of related agreements) with an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole1,000,000; (vii) any agency, dealer, sales representative, marketing agreement for the disposition or other similar agreement material to ASFC and acquisition by the Company or any of its Subsidiaries, taken as a wholeif any, with material obligations of the Company or any of its Subsidiaries, if any, (other than confidentiality obligations) remaining to be performed or material Liabilities of the Company or any of its Subsidiaries, if any, continuing after the date of this Agreement, of any material business or any material amount of assets other than in the ordinary course of business; (viii) any agreement that restricts with (A) the top 10 customers of the Company and its Subsidiaries, if any, taken as a whole, as applicable, and (B) the top 10 suppliers of the Company and its Subsidiaries, if any, taken as a whole, as applicable, in each case, for the 2022 fiscal year measured by the aggregate obligations paid or prohibits ASFC agreed to pay to or any Subsidiary of ASFC from competing with any Person in any line of business or from competing inby the Company, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Dateas applicable; (ix) any reinsurance treaty agreement restricting or any facultative reinsurance contract (in each case applicable limiting the payment of dividends or the making of distributions to insurance in force)stockholders, including intercompany dividends or distributions other than any such treaty restrictions or contract entered into in the ordinary course of business consistent with past practicelimitations that are required by applicable Law; (x) any material agreement containing "change in control" or similar provisions relating to change in control Contract for the development of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreementsIntellectual Property, other than those entered into in the ordinary course of business consistent with past practice;Company employees and contractors on the Company’s standard form for such Contracts; and (xiixi) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary to the extent not set forth in Schedule 3.12(a) of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole Seller Disclosure Letter pursuant to which ASFC or another subsection of this Section 3.12(a), all material agreements with any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its AffiliatesGovernmental Authority. (b) ASFC A true and complete copy of each Company Material Contract (including any amendments thereto) entered into prior to the date of this Agreement has heretofore furnished or been made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified prior to the date hereofof this Agreement. Each Company Material Contract is a valid and binding agreement of the Company or its applicable Subsidiary, including any waivers with respect thereto (except where the "Significant Agreements")failure to be valid and binding would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as specifically disclosed on Schedule 3.11would not, and except individually or in the aggregate, reasonably be expected to the extent not material to ASFC and its Subsidiaries taken as have a whole: Company Material Adverse Effect, (i) each of neither the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now Company or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, orsuch Subsidiary nor, to the Knowledge of ASFC, has been threatened to be made the subject ofCompany, any arbitrationother party thereto, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material is in breach of or material default under any such Company Material Contract, (ii) as of the Significant Agreementsdate of this Agreement, there are no material disputes in connection with any such Company Material Contract and (iii) as of the date of this Agreement, no party under any Company Material Contract has given written notice of its intent to terminate or otherwise seek a material amendment to such Company Material Contract.

Material Contracts. (a) Except for this Agreement or as disclosed set forth in Schedule 3.11Section 3.17 of the Company Disclosure Schedules, and other than any Company Plans, as of the date hereofAgreement Date, neither ASFC nor none of the Company or any of its the Company Subsidiaries is a party to or bound by:by (each of the following, together with the engagement letters set forth on Section 3.8 of the Company Disclosure Schedules, a “Company Material Contract”): (i) any lease Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of real property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or moreRegulation S-K promulgated by the SEC, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest other than those agreements and arrangements described in such real propertyItem 601(b)(10)(iii); (ii) any agreement for Contract with a related person (as defined in Item 404 of Regulation S-K of the purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, Securities Act) that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate would be required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or moreto be disclosed in the Company SEC Reports but has not been disclosed; (iii) any limited partnershipContract that contains a put, joint venture or other unincorporated business organization call, right of first refusal or similar arrangement or agreement in right pursuant to which ASFC the Company or any Company Subsidiary of ASFC serves as a general partner could be required to purchase or otherwise has unlimited liability; (iv) any agreement relating to the acquisition sell, or disposition offer for purchase or sale of any business business, stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (iv) any Contract relating to the borrowing or lending of Indebtedness in excess of $50,000 (whether incurred, assumed, guaranteed or secured by any asset); (v) any agreement relating to indebtedness for borrowed money or any guarantee Contract that is a settlement, conciliation or similar agreement between the Company or arrangement relating thereto, other than (A) any guarantees issued in Company Subsidiary and any Governmental Authority pursuant to which the ordinary course Company or a Company Subsidiary will be required after the date of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) this Agreement to pay any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000;material monetary obligations; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC Contract between the Company or any Company Subsidiary, on the one hand, and any third Person, on the other hand (A) materially limiting the freedom or right of the Company or any Company Subsidiary (or, following the Closing, Parent or any of ASFC from competing with any Person its Affiliates) to engage in any line of business or from competing to compete with any other Person in any location or line of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by the Company or any Company Subsidiary, or (C) containing exclusivity obligations or otherwise materially limiting the freedom or right of the Company or any Company Subsidiary to solicit, sell, distribute or manufacture any products or services or any technology or other assets to or for any other Person; (vii) any Contract between the Company or any Company Subsidiary and a third Person (A) relating to the disposition of any assets or business of the Company and the Company Subsidiaries with a fair market value in excess of $50,000 or (B) relating to the acquisition of any assets or business of, or ownership interests in, engaging any third Person with a fair market value in excess of $50,000, in each case of clauses (A) and (B), whether by merger, sale of stock or entering into any line of business in any area assets or otherwise, and which would so restrict that contains continuing indemnities or prohibit ASFC other material obligations or any continuing “earn-out” or other contingent payment obligation on the part of the Company or any Company Subsidiary; (viii) any Contract between the Company or any Company Subsidiary of ASFC after the Closing Date;and any third Person that establishes a joint venture, partnership or limited liability company; (ix) any reinsurance treaty Contract that by its express terms requires the Company or any facultative reinsurance contract Company Subsidiary, or any successor to, or acquirer of, the Company or any Company Subsidiary, to make any material payment to another Person as a result of a change of control of the Company or any such Company Subsidiary (a “Change of Control Payment”) or gives another Person a right to receive or elect to receive a Change of Control Payment; (x) any Contract that prohibits the declaration or payment of dividends or distributions in respect of the capital stock of the Company or any Company Subsidiary, the pledging of the capital stock or other equity interests of the Company or any Company Subsidiary or the issuance of any guaranty by the Company or any Company Subsidiary; (xi) any Contract (excluding in each case applicable to insurance in force), other than any such treaty or contract Contracts entered into in the ordinary course of business consistent with past practicepractice and agreements with employees or independent contractors) pursuant to which (a) both (i) the Company or any Company Subsidiary is granted a license to, including any covenant not to sue under, any material Intellectual Property Right owned by any third party that is necessary for or used by the Company or any Company Subsidiary in their respective businesses as currently conducted, and (ii) that requires by its terms or is reasonably expected to require the payment or delivery by the Company or any Company Subsidiary in an amount having an expected value in excess of $50,000 in the fiscal year ending December 31, 2024, or (b) both (i) the Company or any Company Subsidiary grants a third party a license to, including any covenant not to sue under, any material Company Intellectual Property and (ii) that requires by its terms or is reasonably expected to require the payment or delivery by the counterparty thereto of cash or other consideration to the Company or any Company Subsidiary in an amount having an expected value in excess of $50,000 in the fiscal year ending December 31, 2024; (xxii) any CBAs; (xiii) any Contract with any supplier that involved the payment of more than $50,000 in the Company’s last fiscal year; (xiv) any material agreement containing "change Contract with any university or other academic institution, research center, international organization or Governmental Authority having an expected value in control" excess of $50,000 in the fiscal year ending December 31, 2024, or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreementssingle fiscal year thereafter, other than those any sponsored research agreements, clinical trial site agreements, material transfer agreements, sponsorship agreements or grant agreements entered into in the ordinary course of business consistent with past practicebusiness; (xiixv) any agreements Contract that indemnifies any director or executive officer of the Company or any Company Subsidiary (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC indemnification provisions set forth in the ordinary course certificate of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC incorporation or bylaws or comparable governing documents of the Company or any Company Subsidiary of ASFC is obligated or Contracts entered into on substantially the same form as the Company’s standard forms previously made available to indemnify any other PersonParent); or (xiiixvi) any agreement with ASFC Contract that requires any capital commitment or capital expenditure (or series of capital expenditures) by the Company or any Company Subsidiary after the date hereof in an amount in excess of its Affiliates$50,000 in the aggregate. (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies Each of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements Company Material Contract is in full force and effect effect, and represents a valid and binding obligation of the Company or a Company Subsidiary, enforceable in accordance with its termsterms against the Company or the Company Subsidiary (as the case may be) and, subject to (A) the Knowledge of the Company, any other party thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and or other similar laws now or hereafter in effect relating to or Laws affecting the enforcement of creditors' ’ rights generally generally, and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law in Law or in equity); (ii) neither ASFC . Neither the Company nor any Company Subsidiary is in material breach of its Subsidiaries has received any notice (written or oral) of cancellation default, with or termination ofwithout notice, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default , under any of Company Material Contract, nor, to the Significant AgreementsCompany’s Knowledge, is any other party to any such Company Material Contract.

Material Contracts. (a) Except as for agreements, contracts, plans, leases, arrangements or commitments disclosed in Schedule 3.11SCHEDULE 3.12 or any other schedule to this Agreement, as of the date hereof, neither ASFC nor any of its Subsidiaries Company is not a party to or bound bysubject to: (i) any lease of real property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 10,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property; (ii) any agreement contract for the purchase of materials, supplies, goods, services, equipment or other assets, including any license assets providing for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC the Company of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 10,000 or more; (iii) any limited sales, distribution or other similar agreement providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments in 1998 or thereafter to the Company of $25,000 or more; (iv) any partnership, joint venture or other unincorporated business organization or similar contract, arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise)agreement; (v) any agreement contract relating to indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any guarantee or similar agreement or arrangement asset), except contracts relating thereto, other than (A) any guarantees issued to indebtedness incurred in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, in an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,0005,000; (vi) any licenselicense agreement, franchise agreement or agreement in respect of similar agreement material rights granted to ASFC and its Subsidiaries, taken as a wholeor held by the Company; (vii) any agency, dealer, sales representative, marketing representative or other similar agreement material to ASFC and its Subsidiaries, taken as a wholeagreement; (viii) any agreement contract or other document that restricts or prohibits ASFC or any Subsidiary limits the freedom of ASFC from competing with any Person the Company to compete in any line of business or from competing in, engaging in with any Person or entering into any line of business in any area and or which would so restrict or prohibit ASFC or any Subsidiary limit the freedom of ASFC the Company after the Closing Date;; or (ix) any reinsurance treaty other contract or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into commitment not made in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) that is material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliatesthe Company. (b) ASFC has heretofore furnished Each agreement, contract, plan, lease, arrangement and commitment disclosed in any schedule to this Agreement or made available required to Buyer complete be disclosed pursuant to Section 3.12(a) is a valid and correct copies binding agreement of the contracts, agreements Company and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its termseffect, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium except as may be limited by bankruptcy and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally generally, and the rights of creditors of insurance companies generally and (B) by general principles of equity (regardless of whether considered in a proceeding in equity or at law or in equitylaw); (ii) , and neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, orCompany nor, to the Knowledge knowledge of ASFC, has been threatened to be made the subject ofCompany and Sellers, any arbitrationother party thereto is in default in any material respect under the terms of any such agreement, suit contract, plan, lease, arrangement or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant Agreementscommitment.

Material Contracts. (a) Except as disclosed in Section 2.19 of the Company Disclosure Schedule 3.11contains a complete list of all material contracts (written or oral), plans, undertakings, commitments or agreements to which the Company or any of its subsidiaries is a party or by which any of them is bound as of the date hereof, neither ASFC nor any of its Subsidiaries is this Agreement. (b) Section 2.19 of the Company Disclosure Schedule contains a party to or bound bycomplete and accurate list of the following: (i) any lease promissory notes, loans, agreements, indentures, evidences of real property where any of ASFC indebtedness or its Subsidiaries are tenants (A) other instruments providing for annual base rentals the lending of $1,000,000 money, whether as borrower, lender or more, guarantor (B) expiring after December 31, 2002 excluding trade payables or (C) where ASFC or any receivables arising in the ordinary course of its Affiliates holds an equity interest in such real propertybusiness); (ii) any agreement for contracts or agreements containing covenants limiting the purchase freedom of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC the Company or any Subsidiary of ASFC of $1,000,000 its subsidiaries or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more; (iii) any limited partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating affiliates to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person engage in any line of business or from competing in, engaging in compete with any person or entering into operate at any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Datelocation; (ixiii) change in control or similar arrangements with any reinsurance treaty officers, employees or agents of the Company that will result in any obligation (absolute or contingent) of the Company or any facultative reinsurance contract of its subsidiaries to make any payment to any officers, employees or agents of the Company following either the consummation of the transactions contemplated hereby, termination of employment, or both (in each case applicable to insurance in force), other than any such treaty or contract as set forth in Section 2.10(e) of the Company Disclosure Schedule); (iv) labor contracts; (v) license, consent, royalty and other agreements concerning Intellectual Property (as defined below) (other than agreements with guides and other providers of content entered into in the ordinary course of business consistent with past practicebusiness); (xvi) any material agreement containing "change in control" distribution and syndication partnerships or similar provisions relating to change in control of ASFC or any of its Subsidiariesarrangements; (xivii) joint venture or partnership agreements or joint development or similar agreements pursuant to which any "stop loss" agreements, third party is entitled to develop any products on behalf of the Company or its subsidiaries (other than those agreements with guides and other providers of content entered into in the ordinary course of business consistent with past practicebusiness); (xiiviii) any agreements contract or agreement for the acquisition, directly or indirectly (by merger or otherwise), of material assets (other than insurance policies inventory) or other similar agreements issued by any Subsidiary capital stock of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Personanother person; orand (xiiiix) contracts or agreements involving the issuance or repurchase of any agreement with ASFC capital stock of the Company or any of its Affiliatessubsidiaries (other than the Stock Plans and the ESPP and the Company's repurchase rights with respect to Company Common Stock issued in connection with any of the foregoing). (bc) ASFC has heretofore furnished For the purpose of this Agreement, the term "CONTRACTS" shall mean all of the contracts (written or oral), plans, undertakings, commitments and agreements are, or are required to be, contained in Section 2.19 of the Company Disclosure Schedule. True and complete copies of the written Contracts identified on Section 2.19 of the Company Disclosure Schedule have been delivered or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant AgreementsParent.

Material Contracts. (a) Except as disclosed in Schedule 3.11, as As of the date hereofof this Agreement, neither ASFC the Company nor any of its Subsidiaries is a party to or bound by:by any Contract (each Contract of the type described in this Section 4.11(a) to which the Company or any of its Subsidiaries is a party to or bound by as of the date of this Agreement or to which the Company or any of its Subsidiaries is a party to or bound by and that has been filed with the SEC prior to the date hereof being referred to herein as a “Material Contract”): (i) that is or will be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act and is not already so filed; (ii) that limits or purports to limit in any lease material respect either the type of real property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC business in which the Company or any of its Affiliates holds an equity interest may engage or the manner or locations in such real property; (ii) which any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, including them may so engage in any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or morebusiness; (iii) that includes any limited partnership“most favored nations” terms and conditions (including with respect to pricing), joint venture or other unincorporated business organization any exclusive dealing arrangement, any arrangement that grants any right of first refusal, right of first offer or similar arrangement right, any area of mutual interest clause or agreement in which ASFC similar clause or any Subsidiary other term, condition or clause that, in the case of ASFC serves as a general partner each of the foregoing, individually or in the aggregate, limits or purports to limit in any material respect the ability of the Company or any of its Affiliates to own, operate, sell, transfer, pledge or otherwise has unlimited liabilitydispose of any material assets or business (excluding, in respect of each of the foregoing, customary joint operating agreements); (iv) any agreement relating to the acquisition or disposition of any business that creates a partnership (whether by mergerother than a Tax partnership), sale of stockjoint venture, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money or any guarantee strategic alliance or similar agreement arrangement with respect to any material business or arrangement relating thereto, other than (A) any guarantees issued in the ordinary course assets of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC Company and its Subsidiaries, taken as a whole; (v) that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than (A) advances for expenses required under customary joint operating agreements and customary advances to operators of Oil and Gas Interests not covered by a joint operating agreement or (B) any loan or capital contribution to, or investment in, (1) the Company or one of its wholly owned Subsidiaries, (2) any person (other than any officer, director or employee of the Company or any of its Subsidiaries) that is less than $25 million to such person or (3) to any officer, director or employee of the Company or any of its Subsidiaries that is less than $1 million to such officer, director or employee; (vi) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement (other than those solely between the Company and its Subsidiaries) providing for or guaranteeing indebtedness in excess of $50 million individually; (vii) any agencythat is an acquisition agreement, dealerasset purchase, sales representative, marketing stock purchase or other similar agreement pursuant to which (A) the Company reasonably expects that it or any of its Subsidiaries is required to pay total consideration (including assumption of debt) after the date of this Agreement in excess of $50 million or (B) any other person has the right to acquire any assets of the Company or any of its Subsidiaries (or, after giving effect to the consummation of the Offer or the Merger, Parent or any of its Subsidiaries) or any interests therein after the date of this Agreement with a purchase price of more than $50 million; (viii) that is an agreement providing for the sale by the Company or any of its Subsidiaries of Hydrocarbons that (A) has a remaining term of greater than 60 days and does not allow the Company or such Subsidiary to terminate it without penalty on 60 days’ notice or less or (B) contains a “take-or-pay” clause or any similar material prepayment or forward sale arrangement or obligation (excluding “gas balancing” arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor; (ix) that provides for a call or option on production, or acreage dedication to a gathering, transportation or other arrangement downstream of the wellhead, covering in excess of 20 MMcf (or, in the case of liquids, in excess of 750 barrels) of the Company’s and its Subsidiaries’ Hydrocarbons per day (calculated on a yearly average basis); (x) that is a treatment, gathering, processing or transportation agreement to which the Company or any of its Subsidiaries is a party involving the treatment, gathering, processing or transportation of more than 50 MMcf (or, in the case of liquids, in excess of 500 barrels) of Hydrocarbons per day (calculated on a yearly average basis); (xi) that is a joint development agreement, exploration agreement, participation or program agreement or similar agreement (excluding, in respect of each of the foregoing, customary joint operating agreements) that contractually requires the Company and its Subsidiaries to make expenditures that would reasonably be expected to be in excess of $100 million in the aggregate during the 12-month period following the date of this Agreement; (xii) that is a collective bargaining agreement; (xiii) that involves or could reasonably be expected to involve aggregate payments by or to the Company and/or its Subsidiaries in excess of $50 million in any 12-month period, except for any Contract that may be cancelled without penalty or termination payments by the Company and/or its Subsidiaries upon notice of 60 days or less, and excluding joint operating agreements and production sales Contracts; (xiv) that is an Oil and Gas Lease that contains express provisions (A) obligating the Company or any Subsidiary to drill ▇▇▇▇▇, pursuant to which the Company or any Subsidiary would reasonably be expected to be required to expend $25 million on any individual Oil and Gas Lease or $200 million in the aggregate on all obligations under Oil and Gas Leases, (B) establishing bonus obligations in excess of $10 million that were not satisfied at the time of leasing or signing, (C) requiring payments or providing for a change in terms upon a change in control of the lessee or (D) providing for a fixed term, even if there is still production in paying quantities; and (xv) that is a settlement or similar agreement with any Governmental Entity or Order or consent of a Governmental Entity to which the Company or any of its Subsidiaries is subject involving future performance by the Company or any of its Subsidiaries that is or would reasonably be expected to be material to ASFC the Company and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliates. (b) ASFC has heretofore furnished Except as, individually or made available in the aggregate, would not reasonably be expected to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified be material to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC Company and its Subsidiaries Subsidiaries, taken as a whole: (i) , each Material Contract is a valid and binding obligation of the Significant Agreements Company or its Subsidiaries (to the extent they are parties thereto or bound thereby), is in full force and effect and enforceable against the Company or its Subsidiaries and, to the Knowledge of the Company, each other party thereto, in accordance with its terms, terms (subject to (A) bankruptcythe Bankruptcy and Equity Exception). Except for breaches, insolvencyviolations or defaults that would not reasonably be expected to be, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law individually or in equity); (ii) the aggregate, material to the Company and its Subsidiaries, taken as a whole, neither ASFC the Company nor any of its Subsidiaries, nor to the Knowledge of the Company any other party to a Material Contract, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Material Contract, and neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under any notice (written or oral) Material Contract or, as of cancellation or termination ofthe date of this Agreement, or any expression or indication of an intention by any counterparty (other than the Company or desire to cancel or terminate, any of the Significant Agreements; (iiiits Subsidiaries) no Significant Agreement is the subject ofto cancel, or, to the Knowledge of ASFC, has been threatened to be made the subject of, terminate or amend in any arbitration, suit material respect or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or not renew any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant AgreementsMaterial Contract.

Material Contracts. (a) Except as disclosed in Schedule 3.11, as Section 2.9(a) of the date hereof, neither ASFC nor Seller Disclosure Letter lists the following written Contracts that any of its Subsidiaries Transferred Entity is a party to or bound by:by as of the date of this Agreement, except for this Agreement and any Contracts with no remaining obligations thereunder and, with respect to customer Contracts and supplier Contracts, except for purchase orders (collectively, subject to clause (i) below, and together with the IP License Agreements, the “Material Contracts”): (i) any lease Contract relating to any incurrence, assumption or guarantee of real property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals Indebtedness in excess of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property1,000,000; (ii) any agreement for the purchase of materialsContract relating to joint ventures, suppliespartnerships, goodsfranchising, services, equipment royalty payments or other assetssimilar agreements or arrangements and/or any Contract relating to ownership of or investments in any business or enterprise (other than, including in each case, immaterial ancillary agreements relating to any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or morethe foregoing); (iii) any limited partnershipContract or series of related Contracts, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or including any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement option agreement, relating to the acquisition or disposition of any business or division thereof, capital stock or other equity securities or assets of any other Person (whether by merger, consolidation or other business combination, sale of stockstock or other securities, sale of assets or otherwise), including any indemnification agreements or any other Contracts containing outstanding indemnification rights or obligations in connection therewith (other than, in each case, immaterial ancillary agreements relating to any of the foregoing); (iv) any Contract that contains: (A) most favored nation clauses; (B) non-competition obligations; or (C) material exclusivity obligations or similar material restrictions, in each case, binding on any Transferred Entity or the Business that is not terminable by such Transferred Entity upon notice of thirty (30) days or less; (v) any agreement relating Contract under which any Transferred Entity has made outstanding advances or loans to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000Person; (vi) any license, franchise Contract restricting the ability of Seller or similar agreement material any of its Affiliates (including any Transferred Entity) to ASFC and its Subsidiaries, taken as a wholesell any capital stock or other equity securities or assets of any Transferred Entity; (vii) any agency, dealer, sales representative, marketing or Contract made by any Transferred Entity with a Governmental Authority (other similar agreement material to ASFC and its Subsidiaries, taken than any Contract entered into with any Governmental Authority in China that is acting as a wholecommercial enterprise); (viii) any agreement that restricts Contract with a labor union, works council or prohibits ASFC or any Subsidiary other organization representing employees of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Datea Transferred Entity; (ix) any reinsurance treaty or any facultative reinsurance contract the top ten (10) customer Contracts (based on aggregate total sales in each case applicable to insurance in forceU.S. dollars by the Transferred Entities for the twelve (12)-month period ended on the Balance Sheet Date), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its SubsidiariesReal Property Leases; (xi) any "stop loss" agreements, other than those entered into the top ten (10) supplier Contracts (based on aggregate total purchases in U.S. dollars by the ordinary course of business consistent with past practiceTransferred Entities for the twelve (12)-month period ended on the Balance Sheet Date); (xii) any agreements (other than insurance policies or other similar agreements issued Contract involving a remaining commitment by any Subsidiary the Transferred Entities to pay capital expenditures in excess of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or$1,000,000; (xiii) any agreement employment Contract with ASFC any Business Employee that provides for annual base salary in excess of $200,000, any employment Contract with any Business Employee that is included within the definition of “Knowledge of Seller,” and any change of control, retention or severance Contracts (exclusive of any generally-applicable severance policy) with (or otherwise for the benefit of) any Business Employee; (xiv) any Contracts with consultants or independent contractors that provide services to the Business that provide for the payment of its Affiliatescompensation, fees or payments in excess of $200,000 for any year, or that have a term of longer than one year or are not terminable within one year or less without any penalty; (xv) any Contracts relating to staffing companies, temporary employment agencies or similar companies that provide services to the Business that provide for the payment of compensation, fees or payments in excess of $200,000 in any year; (xvi) any non-competition, non-solicitation and confidentiality Contracts with any Business Employee whose current base salary exceeds $200,000 in any year or with any Business Employee that is included within the definition of “Knowledge of Seller;” and (xvii) any other Contract, excluding customer or supplier Contracts, involving the expenditure of amounts in excess of $1,000,000 in any year that is not terminable by the Transferred Entities upon notice of thirty (30) days or less. (b) ASFC A true and complete copy of each Material Contract, including all amendments and supplements thereto, has heretofore furnished or been made available to Buyer complete and correct copies of the contractsBuyers, agreements and instruments listed on Schedule 3.11, each except as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"set forth in Section 2.9(b). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant Agreements.

Material Contracts. (a) Except as disclosed in Schedule 3.11, as As of the date hereofof this Agreement, neither ASFC the Company nor any of its Subsidiaries is a party to or bound by: (i) any lease “material contract” (as such term is defined in Item 601(b)(10) of real property where Regulation S-K promulgated by the SEC) (other than any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real propertyCompany Benefit Plan); (ii) any agreement for the purchase Contract with any of materials, supplies, goods, services, equipment its directors or officers (other assets, including than any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or moreCompany Benefit Plan); (iii) any limited partnership, joint venture Contract that (A) imposes any material restriction on the right or other unincorporated business organization or similar arrangement or agreement in which ASFC ability of the Company or any Subsidiary of ASFC serves as a general partner its Subsidiaries to compete with any other Person or otherwise has unlimited liabilitysolicit any client or customer or (B) following the Closing will materially restrict the ability of Parent or its Subsidiaries to so compete or solicit; (iv) any agreement material Contract with a customer that obligates the Company or its Subsidiaries (or following the Closing, Parent or its Subsidiaries) to conduct business with any third party on a preferential or exclusive basis or that contains “most favored nation” or similar covenants; (v) any Contract relating to Indebtedness (other than intercompany Indebtedness owed by the Company or any wholly owned Subsidiary to any other wholly owned Subsidiary, or by any wholly owned Subsidiary to the Company) of the Company or any of its Subsidiaries having an outstanding principal amount in excess of $50,000,000.00, other than the Credit Agreement and the Company Notes and related indentures; (vi) any Contract that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries; (vii) any Contract that provides for the acquisition or disposition disposition, directly or indirectly, of any assets (other than acquisitions or dispositions of sale in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise); (v) or capital stock or other equity interests of any agreement relating to indebtedness for borrowed money or Person, and with any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued in the ordinary course outstanding obligations as of the surety business date of ASFC and its Subsidiaries consistent this Agreement, in each case with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding a value in excess of $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole10,000,000.00; (viii) any joint venture, partnership or limited liability company agreement that restricts or prohibits ASFC other similar Contract relating to the formation, creation, operation, management or control of any Subsidiary of ASFC from competing with material joint venture, partnership or limited liability company, other than any Person in any line of business such Contract solely between the Company and its wholly owned Subsidiaries or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after among the Closing DateCompany’s wholly owned Subsidiaries; (ix) any reinsurance treaty Contract with an affiliate or any facultative reinsurance contract (in each case applicable other Person that would be required to insurance in force), other than any such treaty or contract entered into in be disclosed under Item 404(a) of Regulation S-K promulgated under the ordinary course of business consistent with past practiceExchange Act; (x) any material agreement containing "change in control" Contract (A) with any customer that is one of the Top Customers or similar provisions relating to change in control (B) with any supplier that is one of ASFC or any of its Subsidiariesthe Top Suppliers; (xi) any "stop loss" Contract pursuant to which the Company or any of its Subsidiaries has purchased, licensed or sold during the twelve months prior to the date hereof, goods or services that involved payment by or to the Company and its Subsidiaries in excess of $40,000,000.00 during such period or that provides for payments in excess of such amount over the remaining term of such agreement (in each case, whether under a single agreement or a series of related agreements, other than those entered into in the ordinary course of business consistent with past practice); (xii) any agreements Contract pursuant to which (A) the Company or any of its Subsidiaries grants to any third party any license, release, covenant not to ▇▇▇ or similar right with respect to any material Intellectual Property owned by the Company or any of its Subsidiaries, or (B) the Company or any of its Subsidiaries receives a license, release, covenant not to ▇▇▇ or similar right with respect to any material Intellectual Property owned by a third party (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC generally commercially available software in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Personobject code form); orand (xiii) any agreement material Contract or any other Contract that contains “most favored nation” or similar covenant with ASFC respect to pricing terms or requires on-going reporting obligations of the Company and/or its Subsidiaries, in each case to which the Company or any of its AffiliatesSubsidiaries is a party and any counterparty is a Governmental Entity (or the counterparty has represented in writing to the Company or any of its Subsidiaries that it is a prime contractor or subcontractor to a Governmental Entity). All contracts of the types referred to in clauses (i) through (xiii) above are referred to herein as “Company Material Contracts.” (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies Neither the Company nor any Subsidiary of the contractsCompany is in breach of or default in any respect under the terms of any Company Material Contract and, agreements and instruments listed on Schedule 3.11to the knowledge of the Company, each as amended or modified to of the date hereof, including no other party to any waivers with Company Material Contract is in breach of or default in any respect thereto (under the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11terms of any Company Material Contract, and except no event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the extent Company’s knowledge, prior to the date hereof through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach of or default or result in the termination of or a right of termination or cancelation thereunder, accelerate the performance or obligations required thereby, or result in the loss of any benefit under the terms of any Company Material Contract, in each case except as has not material had or would not reasonably be expected to ASFC and its Subsidiaries taken as have, individually or in the aggregate, a whole: Material Adverse Effect. Each Company Material Contract (i) each is a valid and binding obligation of the Significant Agreements Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and (ii) is in full force and effect and enforceable in accordance with its termseffect, subject to (A) bankruptcythe Enforceability Exceptions, insolvencyin each case except as has not had or would not reasonably be expected to have, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law individually or in equity); (ii) the aggregate, a Material Adverse Effect. There are no disputes pending or, to the Company’s knowledge, threatened with respect to any Company Material Contract, and neither ASFC the Company nor any of its Subsidiaries has received any written notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject ofintention of any other party to a Company Material Contract to terminate for default, orconvenience or otherwise any Company Material Contract, nor to the Knowledge of ASFCCompany’s knowledge, is any such party threatening to do so, in each case except as has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes not had or would constitute (with notice not reasonably be expected to have, individually or lapse of time or both) in the aggregate, a material breach of or material default under any of the Significant AgreementsMaterial Adverse Effect.

Material Contracts. (a) Except as disclosed in Other than those set forth on Schedule 3.11, as of the date hereof3.12, neither ASFC the Company nor any of its Subsidiaries Subsidiary is a party to or bound by: (i) any lease (whether of real property where any of ASFC or its Subsidiaries are tenants (Apersonal property) providing for annual base rentals of $1,000,000 100,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assetsassets providing or for the license of any Intellectual Property Rights for either (A) annual payments by the Company and the Subsidiaries of $500,000 or more or (B) aggregate payments by the Company and the Subsidiaries of $500,000 or more; (iii) any sales, including distribution, licensing or other similar agreement providing for the sale by the Company or any license for SoftwareSubsidiary of materials, supplies, goods, services, equipment, Intellectual Property Rights or other assets that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC to the Company and the Subsidiaries of $1,000,000 500,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC to the Company and the Subsidiaries of $5,000,000 500,000 or more; (iiiiv) any limited partnership, joint venture or other unincorporated business organization similar agreement or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liabilityarrangement; (ivv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vvi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any guarantee or similar asset), except any such agreement or arrangement relating thereto, other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; 100,000 and which may be prepaid on not more than 30 days’ notice without the payment of any penalty and (viB) any license, franchise or similar agreement material entered into subsequent to ASFC and its Subsidiaries, taken the date of this Agreement as a wholepermitted by Section 5.01(h); (vii) any franchise or similar agreement; (viii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a wholeagreement; (viiiix) any agreement that restricts or prohibits ASFC limits the freedom of the Company or any Subsidiary of ASFC from competing with any Person to compete in any line of business or from competing in, engaging in with any Person or entering into any line of business in any area and or which would so restrict or prohibit ASFC limit the freedom of the Company or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC (A) any Seller or any of its Affiliates. (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant Agreements.,

Material Contracts. (a) Except as disclosed in Schedule 3.11for Financing Contracts, Non-Recourse Notes and Credit Enhancements, Section 4.13 of the Seller Disclosure Letter sets forth, as of the date hereof, neither ASFC nor a true, complete and correct list of every contract, agreement, loan, lease, license, guarantee, understanding or commitment (each such item, a "Contract") to which the Company or any of its Subsidiaries Company Subsidiary is a party to or by which it is bound by: that (i) any lease of real property where any of ASFC or its Subsidiaries are tenants (A) providing provides for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC aggregate future payments by the Company or any of its Affiliates holds an equity interest in such real property; (ii) any agreement for Company Subsidiary, or to the purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC Company or any Subsidiary Company Subsidiary, of ASFC of more than $1,000,000 50,000 and has an unexpired term exceeding one year and may not be canceled upon 60 days' notice without any liability, penalty or more premium (excluding purchase orders and invoices entered into or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more; (iii) any limited partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued incurred in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliates. (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written was entered into by the Company or oral) of cancellation a Company Subsidiary with a stockholder, officer, director or termination of, or any expression or indication of an intention or desire to cancel or terminate, any significant employee of the Significant AgreementsCompany, a Company Subsidiary or Seller (other than contracts identified in Section 4.9 of the Seller Disclosure Letter); (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit a collective bargaining or other legal proceedingsimilar agreement; and (iv) there exists no material event of default guarantees or occurrence, condition indemnifies or act on otherwise causes the part of ASFC Company or any Company Subsidiary to be liable or otherwise responsible for the obligations or liabilities of ASFC which constitutes any other Person or would constitute provides for a charitable contribution by the Company or any Company Subsidiary; (v) involves an agreement with notice any bank, finance company or lapse of time similar organization for borrowed money or both) a material breach of or material default under any indebtedness of the Significant Agreements.Company or any Company Subsidiary; (vi) materially restricts the Company or any Company Subsidiary from engaging in any business or activity anywhere in the world; (vii) is an employment agreement, consulting agreement or similar arrangement with any Person who is an employee or former employee of the Company or any Company Subsidiary (each, a "Company Employee"), or any other Person (other than Contracts identified in Section 4.9 of the Seller Disclosure Letter); (viii) is an agreement for the purchase or sale of a portfolio of Financing Contracts or Non-Recourse Notes with an aggregate value in excess of $500,000; (ix) is an agreement pursuant to which any Person is entitled or obligated to (A) manage, service, administer, enforce or make collections on any Financing Contract or Non-Recourse Note or (B) repossess or otherwise convert the ownership of any Portfolio Property or to sell or otherwise dispose of Portfolio Property; (x) is an agreement with a collection agency for the collection of past-due payments under Financing Contracts or Non-Recourse Notes; or (xi) is an agreement or commitment by investors to purchase any Non-Recourse Notes or Financing Contracts, or interests on participations therein, or an agreement or commitment to sell any Non-Recourse

Material Contracts. (a) Except as disclosed in Schedule 3.11set forth on Section 3.08(a) of the Disclosure Letter, as of the date hereofof this Agreement, neither ASFC Seller nor any of its Subsidiaries Affiliates is a party to or bound byany of the following relating exclusively to the Business: (i) any lease Transferred Contract (other than any Transferred IP Agreement) the performance of real property where which is reasonably expected to involve annual payments on the part of Seller or a Selling Affiliate or any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals other Person in excess of $1,000,000 or more, 500,000 (B) expiring after December 31, 2002 or (C) where ASFC or any excluding sales orders and purchase orders issued in the ordinary course of its Affiliates holds an equity interest in such real propertybusiness consistent with past practice); (ii) any agreement for the purchase of materialsTransferred Contract that is a joint venture, supplies, goods, services, equipment partnership or other assets, including any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or moresimilar agreement; (iii) any limited partnership, joint venture Transferred Contract which limits or other unincorporated business organization or similar arrangement or agreement in which ASFC purports to limit the ability of Seller or any Subsidiary Selling Affiliate to (A) compete in any line of ASFC serves as a general partner business or with any Person or in any geographic area or during any period of time, (B) own, operate, sell, transfer, pledge or otherwise has unlimited liabilitydispose of or encumber any Transferred Asset or which would so limit or purport to limit the freedom of Buyer or any of its Affiliates after the Applicable Closing Date, or (C) solicit for employment or employ any Person; (iv) any agreement relating to the acquisition or disposition of Transferred Contract that grants a Lien (other than a Permitted Lien) on any business (whether by merger, sale of stock, sale of assets or otherwise)Transferred Asset; (v) any agreement relating Transferred Contract that provides for the sale of any Transferred Asset or the grant of any preferential rights to indebtedness for borrowed money or purchase any guarantee or similar agreement or arrangement relating theretoTransferred Asset, other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into sales of Inventory in the ordinary course of business consistent with past practice; (xvi) any material Transferred Contract under which Seller or any Selling Affiliate has guaranteed any liabilities or obligations of any other Person; (vii) any Transferred Contract that is a sales, distribution or other similar agreement containing "change in control" providing for the sale by Seller or similar provisions relating to change in control any Selling Affiliate of ASFC materials, supplies, goods, services, equipment or other assets (excluding any agreement between Seller and any of its SubsidiariesAffiliates or between Affiliates of Seller) and that is expected to involve annual payments to Seller or any Selling Affiliate in excess of $250,000; (viii) any Transferred Contract that is an option, license (other than any Transferred IP Agreement), franchise or similar agreement; (ix) any Transferred Contract that is an agency, dealer, sales representative, marketing or other similar agreement that is expected to involve annual payments on the part of Seller or a Selling Affiliate in excess of $250,000; (x) the Transferred IP Agreements; or (xi) any "stop loss" agreementsother Transferred Contract that is material to the Business, other than those entered into taken as a whole, and not made in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliates. (b) ASFC Section 3.08(b) of the Disclosure Letter sets forth, as of the date of this Agreement, all of the Commingled Contracts that are Transferred Contracts and that are material to the Business, taken as a whole. (c) Seller has heretofore furnished or made available in the Data Room a correct and complete copy of each Contract or other document required to Buyer complete and correct copies be disclosed on Section 3.08(a) or Section 3.08(b) of the contractsDisclosure Letter (each, agreements and instruments listed a “Material Contract”), except (i) in the case of purchase orders or (ii) in the case of any Contract or other document required to be disclosed on Schedule 3.11Section 3.08(b) of the Disclosure Letter, each as amended or modified (A) to the date hereof, including extent the portion thereof relating to any waivers with respect thereto business (other than the "Significant Agreements"Business) of Seller or any of its Affiliates has been redacted therefrom or (B) for the omission of pricing schedules containing both pricing for the Business and pricing for any other business of Seller or any of its Affiliates (provided that the pricing for the Business contained in such pricing schedules has otherwise been made available in the Data Room). Except as specifically disclosed on Schedule 3.11would not, and except individually or in the aggregate, reasonably be expected to be material to the extent not material to ASFC and its Subsidiaries Business, taken as a whole: (i) , each Material Contract is valid and binding on Seller and any Affiliates of Seller that are parties thereto and, to the Significant Agreements knowledge of Seller, each other party thereto, and is in full force and effect and is enforceable in accordance with its terms, subject to except as such enforceability may be limited by (Ai) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and or other similar laws now Laws affecting or hereafter in effect relating to or affecting creditors' ’ rights generally and (ii) the rights availability of creditors of insurance companies generally injunctive relief and other equitable remedies and principles (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC . Neither Seller nor any of its Subsidiaries has received Selling Affiliate is in material breach or default under any notice (written or oral) of cancellation or termination ofMaterial Contract to which it is a party, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, orand, to the Knowledge knowledge of ASFCSeller, no event has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (occurred that with notice or lapse of time or both) would constitute a material breach or default under any Material Contract. To Seller’s knowledge, none of the other parties to any Material Contract is in breach or material default under any of the Significant Agreementsthereunder.

Material Contracts. (a) Except for this Agreement, as disclosed set forth in Section 3.21 of the Company Disclosure Schedule 3.11and Company Benefit Plans, as of the date hereof, neither ASFC the Company nor any of its Subsidiaries Company Subsidiary is a party to or bound byby any Contract that: (i) any lease is a “material contract” (as such term is defined in Item 601(b)(10) of real property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real propertyRegulation S-K promulgated by the SEC); (ii) would, after giving effect to the Merger, materially limit or materially restrict the Surviving Corporation or any agreement for Company Subsidiary or any successor thereto, from engaging or competing in any line of business that it currently engages in or is a reasonable extension thereof (including with respect to Parent after the purchase Effective Time) or in any geographic area (including through exclusivity, non-solicitation or “most favored nation” provisions with respect to customers); (iii) limits or otherwise restricts the ability of materialsthe Company or any Company Subsidiary to pay dividends or make distributions to its shareholders; (iv) (A) is an indenture, suppliescredit agreement, goodsloan agreement, servicessecurity agreement, equipment guarantee, note, mortgage or other assetsagreement or commitment that provides for or relates to any Indebtedness of the Company or any Company Subsidiary, including any license for Software, that provides for either (A) annual payments by ASFC sale and leaseback transactions or any Subsidiary of ASFC of $1,000,000 or more other similar financing arrangements or (B) aggregate required payments provides for the guarantee, support, indemnification, assumption or endorsement by ASFC the Company or any Company Subsidiary of, or any similar commitment by the Company or any Company Subsidiary with respect to, the obligations, liabilities or Indebtedness of ASFC any other Person of the nature described in clause (A), in the case of each of clauses (A) and (B), in the principal amount of $5,000,000 100,000,000 or more; (iiiv) any limited partnershipis a settlement, joint venture or other unincorporated business organization consent or similar arrangement or agreement in which ASFC Contract to resolve litigation and that contains any material continuing obligations of the Company or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liabilityCompany Subsidiary; (ivvi) is a collective bargaining agreement, work rules or other agreement with any Union; (vii) (A) is a joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any Joint Venture of the Company (other than any such Contract solely among any of the Company and the wholly owned Company Subsidiaries), in each case, that is material to the Company and the Company Subsidiaries taken as a whole or (B) is a shareholder or stockholder agreement between the Company or any Company Subsidiary, on the one hand, and any other Person, on the other hand; (viii) grants any right of first refusal, right of first offer, or right of first negotiation with respect to any assets, rights or properties of the Company or the Company Subsidiaries that are material to the Company and the Company Subsidiaries taken as a whole; or (ix) relates to any past or pending acquisition or disposition of any Person, business (whether by mergeror assets constituting a business and under which the Company or the Company Subsidiaries have any material continuing guarantee, sale of stock“earnout” or other contingent, sale of assets deferred or otherwise);fixed payment obligations. (vb) any agreement relating Each Contract of the type described in this Section 3.21, whether or not set forth on Section 3.21 of the Company Disclosure Schedule and whether or not entered into on or prior to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating theretothe date hereof, is referred to herein as a “Company Material Contract.” The Company has made available to Parent true, correct and complete copies of each Company Material Contract in effect as of the date hereof (other than (A) any guarantees issued Contracts publicly available and filed as exhibits to the Company SEC Documents prior to the date of this Agreement), excluding any schedules, annexes, exhibits, work orders, statements of work or other ancillary documents with respect to any such Company Material Contracts that are no longer in force or effect or do not contain terms that are, individually or in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement withaggregate, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC the Company and its the Company Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliates. (bc) ASFC has heretofore furnished or made available to Buyer complete Each Company Material Contract is a valid and correct copies binding obligation of the contractsCompany or the Company Subsidiary party thereto enforceable against the Company or such Company Subsidiary in accordance with its terms (except that such enforcement may be subject to the Bankruptcy and Equity Exceptions) and, agreements and instruments listed on Schedule 3.11to the Company’s Knowledge, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11other party thereto, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect effect, and enforceable each of the Company and each of the Company Subsidiaries which is a party thereto has performed in accordance with its termsall material respects all obligations required to be performed by it to the date hereof under each Company Material Contract and, subject to (A) bankruptcythe Company’s Knowledge, insolvencyeach other party to each Company Material Contract has performed in all material respects all obligations required to be performed by it under such Company Material Contract, reorganizationexcept, fraudulent transferin each case, moratorium and other similar laws now or hereafter in effect relating as would not reasonably be expected to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law have, individually or in equity); the aggregate, a Company Material Adverse Effect. The Company has no Knowledge of, and none of the Company or any Company Subsidiary has received notice of, any violation of or default under (iior any condition which with the passage of time or the giving of notice would cause such a violation of or default under) neither ASFC nor any Company Material Contract to which it is a party or by which it or any of its Subsidiaries has received any notice (written properties or oral) of cancellation assets is bound, except for violations or termination ofdefaults that would not reasonably be expected to have, individually or any expression or indication of an intention or desire to cancel or terminatein the aggregate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant AgreementsCompany Material Adverse Effect.

Material Contracts. (a) Except as disclosed in Schedule 3.11, as Section 5.19 of the date hereof, neither ASFC nor Company Disclosure Letter lists the following Contracts to which the Company or any of its Subsidiaries is a party to or is otherwise bound by:by (each such Contract, a “Company Material Contract”): (i) any lease Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of real property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real propertyRegulation S-K under the Securities Act; (ii) any agreement for Contract containing covenants binding upon the purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC Company or any Subsidiary of ASFC the Company that (A) materially restricts the ability of $1,000,000 or more or (B) aggregate required payments by ASFC the Company or any Subsidiary of ASFC the Company (or which, following the consummation of $5,000,000 the Offer or more; the Merger, could materially restrict the ability of the Surviving Corporation) to compete (iii1) in any limited partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating that is material to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC Company and its Subsidiaries, taken as a whole, as of the date of this Agreement, (2) with any person or (3) in any geographic area or (B) could require the disposition of any material assets or line of business of the Company or any of its Subsidiaries, in each case except for any such Contract that may be cancelled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (iii) any Contract with respect to a joint venture, partnership or similar arrangement; (iv) any Contract (other than vendor Contracts for the purchase of merchandise for resale) pursuant to which the Company or any of its Subsidiaries made or received payments of more than $25 million during the 12-month period prior to the date hereof, with material payment obligations remaining to be performed by the Company after the date of this Agreement; (v) any Contract (A) that is a “requirements” Contract entered into with a vendor for the purchase of merchandise for resale or (B) under which the consummation of the Transactions would give rise to a third party having a right of termination, amendment, acceleration or cancellation thereunder; (vi) any loan, credit, security or pledge agreement, debenture or similar Contract pursuant to which any indebtedness of the Company or any of its Subsidiaries for borrowed money (other than ordinary course trade payables); (vii) any agency, dealer, sales representative, marketing Contract relating to guarantees or other similar agreement material to ASFC and its Subsidiaries, taken as a wholeassumptions of obligations of any third Person; (viii) any agreement that restricts or prohibits ASFC Contract pursuant to which the Company or any Subsidiary of ASFC from competing with its Subsidiaries disposed of or acquired, or agreed to dispose of or acquire, a material business or, any Person in any line amount of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC material assets by the Company or any Subsidiary of ASFC its Subsidiaries, with material obligations remaining to be performed or material liabilities continuing after the Closing Datedate of this Agreement, including, without limitation, any “earn out” or other contingent payment obligations, or any indemnification obligations; (ix) any reinsurance treaty material hedge, collar, option, forward purchasing, swap, derivative or similar Contract; (x) any Contract with any director, officer, employee, consultant or Affiliate of the Company or any facultative reinsurance contract of its Subsidiaries (other than any Company Benefit Plan); (xi) any material Contract with any Governmental Entity; (xii) any Contract under which the Company is a lessee of, or holds or uses, any equipment, machinery, vehicle or other tangible personal property owned by a Person which requires aggregate future payments equal to or in each case applicable excess of $5 million; (xiii) any Contract for capital expenditures or the acquisition or construction of fixed assets which requires future payments in excess of $10 million; (xiv) any Contract pursuant to insurance which the Company or any Subsidiary of the Company (A) is granted or obtains any right to use any material Intellectual Property Rights (other than Contracts granting rights to use commercial-off-the-shelf Software), (B) is restricted in force)its right to use or register any material Company Owned Intellectual Property Rights or (C) permits any other Person to use, enforce or register any material Company Owned Intellectual Property Rights, including any license agreements, coexistence agreements, and covenants not to ▇▇▇, other than any such treaty or contract Contracts with suppliers, manufacturers, distributors and other service providers entered into in the ordinary course of business consistent with past practice;; and (xxv) any material agreement containing "change amendment, supplement or modification of a Contract described in control" or similar provisions relating to change in control of ASFC clauses (i) through (xiv) or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered binding commitment or binding agreement to enter into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliatessuch Contract. (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of Each Company Material Contract is valid and binding on the Significant Agreements Company and is in full force and effect effect, and, to the Knowledge of the Company, is valid and enforceable binding on the other parties thereto (in accordance with its terms, each case subject to (A) bankruptcythe Bankruptcy and Equity Exception), insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC each of the Company and its Subsidiaries has in all material respects performed all obligations required to be performed by it under each Company Material Contract and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or default on the part of the Company or any of its Subsidiaries under any such Company Material Contract. To the Knowledge of the Company, no other party to any Company Material Contract is in material breach or default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a material breach or default by any such other party thereunder. Neither the Company nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination ofnotice, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFCthe Company, oral notice, of termination or cancellation under any Company Material Contract, received any notice of material breach or default under any Company Material Contract that has not been threatened cured, or granted to be made the subject ofany third party any rights, any arbitrationadverse or otherwise, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or that would constitute (with notice or lapse of time or both) a material breach of any Company Material Contract. The Company has furnished or material default under any otherwise made available to Parent true and correct copies of all Company Material Contracts in effect as of the Significant Agreementsdate of this Agreement.

Material Contracts. (a) Except for this Agreement, agreements filed as disclosed exhibits to the Company SEC Documents or as set forth in Schedule 3.11Section 3.21 of the Company Disclosure Schedules, as of the date hereofof this Agreement, neither ASFC the Company nor any of its Subsidiaries is a party to or expressly bound byby any Contract (excluding any Company Benefit Plan) that: (i) any lease would constitute a “material contract” (as such term is defined in Item 601(b)(10) of real property where any Regulation S-K of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real propertythe Securities Act); (ii) any agreement for is a Company Real Property Lease pursuant to which the purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC Company or any Subsidiary of ASFC its Subsidiaries leases real property that is material to the business of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or morethe Company and its Subsidiaries, taken as a whole; (iii) contains restrictions on the right of the Company or any limited partnershipof its Subsidiaries to engage in activities competitive with any Person or to solicit customers or suppliers anywhere in the world, joint venture other than restrictions (A) pursuant to limitations on the use by the Company or other unincorporated business organization its Subsidiaries of rail lines set forth in the agreements conveying those lines or granting rights to operate them, (B) that are part of the terms and conditions of any “requirements” or similar arrangement or agreement in under which ASFC the Company or any Subsidiary of ASFC serves its Subsidiaries has agreed to procure goods or services exclusively from any Person, or (C) that are not material to the business of the Company and its Subsidiaries, taken as a general partner or otherwise has unlimited liabilitywhole; (iv) grants “most favored nation” status that, following the Merger, would apply to Parent and its Subsidiaries, including the Company and its Subsidiaries; (v) provides for the formation, creation, operation, management or control of any agreement relating joint venture, partnership or other similar arrangement with a third party; (vi) is an indenture, credit agreement, loan agreement, note, or other Contract providing for indebtedness for borrowed money of the Company or any if its Subsidiaries (other than indebtedness among the Company and/or any of its Subsidiaries) in excess of $50 million; (vii) is a settlement, conciliation or similar Contract that would require the Company or any of its Subsidiaries to pay consideration of more than $20 million after the date of this Agreement or that contains material restrictions on the business and operations of the Company or any of its Subsidiaries; (viii) provides for the acquisition or disposition by the Company or any of its Subsidiaries of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money , or any guarantee or similar agreement or arrangement relating theretoreal property, other than (A) any guarantees issued that would, in each case, reasonably be expected to result in the ordinary course of receipt or making by the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000; (vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole; (vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole; (viii) any agreement that restricts or prohibits ASFC Company or any Subsidiary of ASFC from competing with any Person the Company of future payments in any line excess of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date$25 million; (ix) any reinsurance treaty is an acquisition agreement that contains material “earn-out” or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practicematerial contingent payment obligations; (x) obligates the Company or any material agreement containing "change Subsidiary of the Company to make any future capital investment or capital expenditure outside the Ordinary Course of Business and in control" excess of $50 million; (xi) provides for the procurement of services or similar provisions relating supplies from a Company Top Supplier by the Company or any of its Subsidiaries, or provides for sales to change in control of ASFC a Company Top Customer by the Company or any of its Subsidiaries; (xixii) limits or restricts the ability of the Company or any "stop loss" agreementsof its Subsidiaries to declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other than those entered into in the ordinary course of business consistent with past practiceequity interests; (xiixiii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary sales and marketing Contracts entered into the Ordinary Course of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as Business, is a whole Contract pursuant to which ASFC the Company or any Subsidiary of ASFC its Subsidiaries is obligated a party, or is otherwise bound, and the contracting counterparty of which (A) is a Governmental Entity or (B) to indemnify the Knowledge of the Company, has entered into such Contract in its capacity as a prime contractor or other subcontractor of any Contract with a Governmental Entity and such Contract imposes upon the Company obligations or other Personliabilities due to such Governmental Entity; or (xiiixiv) any agreement with ASFC is a Contract pursuant to which (A) the Company or any of its AffiliatesSubsidiaries is granted any license or other right with respect to Intellectual Property of another Person, where such Contract is material to the business of the Company or any of its Subsidiaries (other than non-exclusive licenses for unmodified, commercially available “off-the-shelf” software that have been granted on standardized, generally available terms); or (B) the Company or any of its Subsidiaries grants to another Person any license or other right with respect to any material Company Intellectual Property. Each Contract of the type described in clauses (i) – (xiv) of this Section 3.21(a) is referred to herein as a “Company Material Contract.” (b) ASFC has heretofore furnished True, correct and complete copies of each Company Material Contract have been publicly filed with the SEC prior to the date of this Agreement or otherwise made available to Buyer complete and correct copies Parent. Neither the Company nor any Subsidiary of the contractsCompany is in breach of or default under the terms of any Company Material Contract where such breach or default would reasonably be expected to have, agreements and instruments listed on Schedule 3.11individually or in the aggregate, each a Company Material Adverse Effect. To the Knowledge of the Company, as amended or modified to of the date hereofof this Agreement, including no other party to any waivers with respect thereto (Company Material Contract is in breach of or default under the "Significant Agreements")terms of any Company Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as specifically disclosed on Schedule 3.11would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, each Company Material Contract is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the Knowledge of the Company, of each other party thereto, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its termseffect, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant AgreementsEnforceability Exceptions.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans, agreements filed as disclosed in Schedule 3.11exhibits to the Company SEC Documents and except as set forth on Section 3.20 of the Company Disclosure Schedule, as of the date hereofof this Agreement, neither ASFC the Company nor any of its Subsidiaries is a party to or bound by: (i) any lease “material contract” (as such term is defined in Item 601(b)(10) of real property where any Regulation S-K of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real propertythe SEC); (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, Contract that provides for either (A) annual payments by ASFC imposes any restriction on the right or ability of the Company or any Subsidiary of ASFC its Subsidiaries to compete with any other person or acquire or dispose of $1,000,000 or more the securities of another person or (B) aggregate required payments by ASFC contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any Subsidiary of ASFC of $5,000,000 or moreits Subsidiaries in a material manner, other than those contained in customary oil and gas leases; (iii) any limited partnershipmortgage, joint venture note, debenture, indenture, security agreement, guaranty, pledge or other unincorporated business organization agreement or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or similar any of its Subsidiaries in an amount in excess of $50 million, except any transaction among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries; (iv) any Contract that provides for the acquisition or disposition of assets, rights or properties with a value in excess of $100 million; (v) any joint venture, partnership or limited liability company agreement or arrangement other similar Contract relating theretoto the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than (A) any guarantees issued in such Contract solely between the ordinary course of the surety business of ASFC Company and its Subsidiaries consistent with past practice or among the Company’s Subsidiaries and (B) any such agreement withcustomary joint operating agreements, unit agreements or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000participation agreements affecting the Oil and Gas Interests; (vi) any licenseContract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, franchise partnership interests, membership interests or similar agreement material to ASFC and its Subsidiariesother equity interests, taken as a wholethe case may be; (vii) any agencyContract that obligates the Company or any of its Subsidiaries to make any loans, dealeradvances or capital contributions to, sales representativeor investments in, marketing any person other than (A) advances for expenses required under customary joint operating agreements and customary advances to operators of Oil and Gas Interests not covered by a joint operating agreement or participation agreement or (B) any loan or capital contribution to, or investment in, (1) the Company or one of its wholly owned Subsidiaries, (2) any person (other similar agreement material to ASFC and than an officer, director or employee of the Company or any of its Subsidiaries) that is less than $100 million to such person or (3) any officer, taken as a wholedirector or employee of the Company or any of its Subsidiaries that is less than $5 million to such person; (viii) any agreement that restricts or prohibits ASFC Contract providing for the sale by the Company or any Subsidiary of ASFC from competing with any Person in any line its Subsidiaries of business Hydrocarbons that (A) has a remaining term of greater than 60 days or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC (B) contains a “take-or-pay” clause or any Subsidiary of ASFC after the Closing Datesimilar material prepayment or forward sale arrangement or obligation (excluding “gas balancing” arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor; (ix) any reinsurance treaty Contract that provides for a call or any facultative reinsurance contract option on production, or acreage dedication to a gathering, transportation or other arrangement downstream of the wellhead, covering in excess of 15,000 barrels of oil equivalent per day of Hydrocarbons (in each case applicable to insurance in forcecalculated on a yearly average basis), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) any material joint development agreement, exploration agreement, participation or program agreement containing "change in control" or similar provisions relating agreement that contractually requires the Company and its Subsidiaries to change make expenditures that would reasonably be expected to be in control excess of ASFC or any $200 million in the aggregate during the 12-month period following the date of its Subsidiariesthis Agreement; (xi) any "stop loss" agreementsacquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations (other than those entered into asset retirement obligations, plugging and abandonment obligations and other reserves of the Company set forth in the ordinary course Company Reserve Reports and the GOM Reserve Reports that have been provided to Parent prior to the date of business consistent with past practice;this Agreement), that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $100 million; and (xii) any agreements (other than insurance policies material lease or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliates. (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies of the contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers sublease with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC nor any of its Subsidiaries has received any notice (written or oral) of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant AgreementsCompany Leased Real Property.

Material Contracts. (a) Except as disclosed in Schedule 3.11, as As of the date hereof, neither ASFC the Company nor any of its Subsidiaries Subsidiary is a party to or bound by: (i) any lease of real property where any of ASFC agreement relating to the pharmacy benefit administration and management services business owned or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC operated by the Company or any of its Affiliates holds Subsidiaries that would reasonably be expected to generate net annualized revenues in an equity interest amount in such real propertyexcess of $5 million; (ii) any agreement for the purchase of materialsmaterial partnership, supplies, goods, services, equipment joint venture or other assets, including any license for Software, that provides for either (A) annual payments by ASFC similar agreement or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or morearrangement; (iii) any limited partnershipagreement entered into after January 31, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement 2007 relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise); (iv) any agreement for the purchase or sale of materials, supplies, goods, services, equipment or other assets providing for either annual payments by or to the Company and its Subsidiaries of $30 million or more that cannot be terminated on not more than 60 days’ notice without payment by the Company or any Subsidiary of any material penalty; (v) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any guarantee or similar agreement or arrangement relating thereto, other than (Aasset) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate committed or outstanding principal amount or guaranteed obligation not exceeding $10,000,00010 million; (vi) any licenseagreement containing any provision or covenant limiting in any material respect the ability of the Company or any of its Subsidiaries (or, franchise after the consummation of the Merger, Parent, the Surviving Corporation or similar agreement material any of their respective Subsidiaries) to ASFC and (A) sell any products or services of or to any other Person or in any geographic region, (B) engage in any line of business or (C) compete with or to obtain products or services from any Person or limiting the ability of any Person to provide products or services to the Company or any of its Subsidiaries (or, after the consummation of the Merger, Parent, the Surviving Corporation or any of their respective Subsidiaries, taken as a whole); (vii) any agency, dealer, sales representative, marketing agreement between the Company or other similar agreement material to ASFC and any of its Subsidiaries, taken as a whole;on the one hand, and any Affiliate, director or officer (or, to the Company’s knowledge, any of their respective Affiliates), on the other hand in each case of the type and amount that would be required to be disclosed in the Company’s annual proxy statement under Item 404 of Regulation S-K under the 1933 Act that has not been previously disclosed in the Company SEC Documents; or (viii) any agreement that restricts requires annual payments in excess of $5 million or prohibits ASFC is otherwise material containing any provision pursuant to which the execution, delivery and performance of this Agreement, or the consummation of the transactions contemplated hereby, would require any Subsidiary of ASFC from competing with consent or other action by any Person in thereunder, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, thereunder, or cause or permit the termination, cancellation, acceleration or other change of any line right or obligation or the loss of business or from competing in, engaging in or entering into any line of business in any area and benefit to which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC Company or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliatesentitled thereunder. (b) ASFC has heretofore furnished Except for breaches, violations or made available defaults which would not reasonably be expected to Buyer complete and correct copies of have, individually or in the contractsaggregate, agreements and instruments listed on Schedule 3.11a Company Material Adverse Effect, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole: (i) each contract disclosed or required to be disclosed in Section 5.20 of the Significant Agreements Company Disclosure Schedule (each, a “Material Contract”) is valid and in full force and effect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither ASFC the Company nor any of its Subsidiaries, nor to the Company’s knowledge any other party to any Material Contract, has violated any provision of, or taken any action which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Material Contract, and neither the Company nor any of its Subsidiaries has received any notice (written that it has breached, violated or oral) of cancellation defaulted under, or providing for the termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the Knowledge of ASFC, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant AgreementsMaterial Contract.