Common use of Certain Contracts and Arrangements Clause in Contracts

Certain Contracts and Arrangements. (a) Section 3.7(a) of the Transferor Disclosure Schedule sets forth a true and complete list, as of the date hereof, of the following Contracts (including currently effective amendments and modifications thereto), other than commitments to issue owner’s title insurance policies and owner’s title insurance policies, to which the Company is a party, by which any of its properties are bound or that relate to the conduct of the Business (collectively, the “Material Agreements”): (i) agreements involving payments to or from the Company of at least $75,000 per year; (ii) vendor or similar agreements involving payments to or from the Company in excess of $75,000 per year; (iii) Contracts, or a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,000; (iv) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtedness; (v) real property leases calling for payments by the Company of amounts greater than $75,000 per year; (vi) partnership, royalty or joint venture agreements; (vii) Contracts limiting the ability of the Company to compete in any line of business or with any Person or in any geographic area; (viii) Contracts relating to any outstanding commitment for capital expenditures; (ix) (A) Collective Bargaining Agreements between the Company and any Person, (B) Employment Agreements between the Company and any Person, and (C) Contracts between the Company and any Independent Contractor and (D) the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability; (x) Contracts not entered into in the ordinary course of the Business; (xi) Contracts for the acquisition or disposition of real property, capital stock or other businesses; (xii) Contracts providing for indemnification of any officer, employee, member, manager or director of the Company; (xiii) agency, distributor, dealer, sales, marketing or similar agreements or arrangements with any Person that generates or refers business to the Company; (xiv) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability); and (xv) Contracts not otherwise disclosed in (i) — (xiv) above that are currently in effect and to which the Company or its respective properties are bound that are material to the Business. (b) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and provided that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each Material Agreement (i) to the extent that the Company is a party to such Material Agreement, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, (ii) is in full force and effect as of the Execution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (c) There is not under any Material Agreement any default or event, that, with notice or lapse of time or both, would reasonably be expected to constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained. (d) The Company has not (i) received written notice of, and there has not occurred, any breach of or violation or default under any Material Agreement or any condition which with the passage of time or the giving of notice or both would result in such a violation or default under any Material Agreement, or (ii) received written notice of the desire of the other party or parties to any such Material Agreement to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (e) True and complete copies of all Material Agreements to which the Company is a party or is bound have been delivered or made available to HSE by Transferor. The Company is not party to or bound by any Contract (other than the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penalty.

Certain Contracts and Arrangements. (a) Section 3.7(a) of the Transferor Disclosure Schedule sets forth a true and complete list, as of the date hereof, of the following Contracts (including currently effective amendments and modifications thereto), other than commitments to issue owner’s title insurance policies and owner’s title insurance policies, to which the Company is a party, by which any of its properties are bound or that relate to the conduct of the Business (collectively, the “Material Agreements”): (i) agreements involving payments to or from the Company of at least $75,000 per year; (ii) vendor or similar agreements involving payments to or from the Company in excess of $75,000 per year; (iii) Contracts, or a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,000; (iv) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtedness; (v) real property leases calling for payments by the Company of amounts greater than $75,000 per year; (vi) partnership, royalty or joint venture agreements; (vii) Contracts limiting the ability of the Company to compete in any line of business or with any Person or in any geographic area; (viii) Contracts relating to any outstanding commitment for capital expenditures; (ix) (A) Collective Bargaining Agreements between the Company and any Person, (B) Employment Agreements between the Company and any Person, and (C) Contracts between the Company and any Independent Contractor and (D) the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability; (x) Contracts not entered into in the ordinary course of the Business; (xi) Contracts for the acquisition or disposition of real property, capital stock or other businesses; (xii) Contracts providing for indemnification of any officer, employee, member, manager or director of the Company; (xiii) agency, distributor, dealer, sales, marketing or similar agreements or arrangements with any Person that generates or refers business to the Company; (xiv) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability); and (xv) Contracts not otherwise disclosed in (i) — (xiv) above that are currently in effect and to which the Company or its respective properties are bound that are material to the Business. (b) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and provided that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each Material Agreement (i) to the extent that the Company is a party to such Material Agreement, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, (ii) is in full force and effect as of the Execution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (c) There is not under any Material Agreement any default or event, that, with notice or lapse of time or both, would reasonably be expected to constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained. (d) The Company has not (i) received written notice of, and there has not occurred, any breach of or violation or default under any Material Agreement or any condition which with the passage of time or the giving of notice or both would result in such a violation or default under any Material Agreement, or (ii) received written notice of the desire of the other party or parties to any such Material Agreement to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (e) True and complete copies of all Material Agreements to which the Company is a party or is bound have been delivered or made available to HSE by TransferorTransferors. The Company is not party to or bound by any Contract (other than the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penalty.

Certain Contracts and Arrangements. (a) Section 3.7(a2.15(a) of the Transferor Seller Disclosure Schedule sets forth a true and complete listLetter lists, as of the date hereofof this Agreement, of the following Contracts (including currently effective amendments and modifications theretoother than any Contracts entered into in connection with this Agreement), other than commitments to issue owner’s title insurance policies and owner’s title insurance policiesor undertakings, whether oral or written, to which the any Company or Subsidiary is a party, by party and under which any of its properties are bound Company or that relate to the conduct Subsidiary or any other party thereto has unperformed obligations or unsatisfied liabilities as of the Business (collectively, the “Material Agreements”):date hereof: (i) agreements involving payments employment or consulting agreement, union or collective bargaining agreement or other contract for the employment of employee or other person on a full-time or consulting basis or relating to or from the Company of at least $75,000 per yearseverance pay for any such person; (ii) vendor indenture, mortgage, note, installment obligation, agreement or similar other instrument relating to the borrowing of money by a Company or to mortgaging, pledging or otherwise placing a Lien on any of the assets of the Xxxxxx Xxxx Business, including, without limitation, all swap agreements involving payments to and hedge agreements, or from the guaranty by a Company in excess or Subsidiary of $75,000 per yearany obligation for the borrowing of money; (iii) Contractslease or agreement under which it is lessee of, or a holds or operates any real or personal property owned by any other party with remaining lease payments in excess of $100,000 in the aggregate; (iv) lease or agreement under which it is lessor of, or permits any third party to hold or operate, any property, real or personal; (v) Contract or group of related Contracts with the same party, party for the purchase, sale or distribution purchase of equipment, supplies, products or services, under which including Contracts with third parties for the undelivered balance research, development, manufacture or packaging of such equipmentthe products of the Xxxxxx Xxxx Business or for the supply of raw materials, ingredients, packaging materials or other supplies, products or services has a price in excess of $75,000; (iv) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtedness; (v) real property leases calling except for such Contracts that require aggregate payments by during the Company remainder of amounts greater their respective current terms of less than $75,000 per year100,000; (vi) partnership, royalty or joint venture agreements; (vii) Contracts limiting the ability of the Company to compete in any line of business or with any Person or in any geographic area; (viii) Contracts relating to any outstanding commitment for capital expenditures; (ix) (A) Collective Bargaining Agreements between the Company and any Person, (B) Employment Agreements between the Company and any Person, and (C) Contracts between the Company and any Independent Contractor and (D) the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by group of related Contracts with the Company without notice same party for the sale of products or services, including Contracts with customers (except for sales and without Liability; (x) Contracts not purchase orders entered into in the ordinary course of business the value of which is less than $100,000 on an individual basis); (vii) Contract or group of related Contracts with the same party continuing over a period of more than one year from the date or dates thereof, not terminable by it on 30 days or less notice without penalty, except for such Contracts that require aggregate payments during the remainder of their respective current terms of less than $100,000; (viii) Contract which expressly prohibits any of the Companies or Subsidiaries from engaging in the Xxxxxx Xxxx Business anywhere in the world, (ix) Contract for the distribution, marketing, advertising or promotion of any of the products of the Xxxxxx Xxxx Business, including any distributor, sales, consulting, advertising, marketing, promotional or merchandising Contracts (except for such Contracts under which less than $100,000 was paid during the calendar year ended December 31, 2003); (x) franchise agreement; (xi) Contracts license agreement or agreement providing for the acquisition payment or disposition receipt of real property, capital stock royalties or other businessescompensation by any of the Companies or Subsidiaries in connection with the Xxxxxx Xxxx Intellectual Property; (xii) Contracts providing agreement for indemnification the sale of any officer, employee, member, manager or director material assets of the CompanyXxxxxx Xxxx Business, other than sales of inventory in the ordinary course of business; (xiii) agency, distributor, dealer, sales, marketing confidentiality or similar agreements nondisclosure agreement or arrangements with any Person that generates or refers business like Contract relating to the CompanyXxxxxx Xxxx Business or the sale or transfer of the Xxxxxx Xxxx Business or any portion thereof; (xiv) all verbal material Contracts (excluding at-will employment or Independent Contract or arrangements that may be terminated terminable by the other party thereto upon a change of control of the Company without notice or upon the failure of the Company to satisfy financial or performance criteria specified in such Contract as provided therein; (xv) all Contracts between or among any Company or Subsidiary, on the one hand, and without Liability)any or any member of such Seller’s immediate family or any entity affiliated with Seller, relating in any way to any Company or Subsidiary; (xvi) all Contracts, agreements or understandings among any Company or Subsidiary or among any Seller relating to the voting of Securities or the election of directors of any Company or Subsidiary; (xvii) all Contracts or commitments for capital expenditures with respect to which the remaining unpaid balance exceeds $100,000; and (xvxviii) Contracts not otherwise disclosed in (i) — (xiv) above that are currently in effect and to other Contract, agreement, commitment or undertaking, which individually involves the Company receipt or its respective properties are bound that are material to payment after the Businessdate of this Agreement of more than $100,000 on an annual basis. (b) Except to as set forth in Section 2.15(b) of the extent Seller Disclosure Letter, all Contracts of the Companies are valid, binding and obligations of the Company or Companies party thereto, enforceable in accordance with their terms (except that enforceability thereof (a) such enforcement may be limited by subject to any bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or affecting limiting creditors’ rights generally and by general principles (b) enforcement of equity (regardless such Contracts, including, among other things, the remedy of whether specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought) and, to the knowledge of Sellers, no Company, Subsidiary or any other party thereto is in default of any material term under any of such enforceability is considered in a proceeding in equity Contract, agreement, commitment or at law)undertaking. There are no outstanding rights to renegotiate any material terms of any material Contract, agreement, commitment or undertaking of the Companies or Subsidiaries, and provided that any indemnity, contribution and exoneration provisions contained in any no person or entity has made written demand for such Material Agreement may be limited by applicable Laws and public policy, each Material Agreement (i) renegotiation. Prior to the extent that the Company is a party to such Material date of this Agreement, constitutes the legalSellers have supplied Buyer with a true and correct copy of each Contract, valid and binding obligation agreement, commitment or undertaking required to be disclosed in Section 2.15 of the Company enforceable against the Company in accordance Seller Disclosure Letter, together with its termsall amendments, (ii) is in full force and effect as of the Execution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (c) There is not under any Material Agreement any default or event, that, with notice or lapse of time or both, would reasonably be expected to constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtainedother changes thereto. (d) The Company has not (i) received written notice of, and there has not occurred, any breach of or violation or default under any Material Agreement or any condition which with the passage of time or the giving of notice or both would result in such a violation or default under any Material Agreement, or (ii) received written notice of the desire of the other party or parties to any such Material Agreement to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (e) True and complete copies of all Material Agreements to which the Company is a party or is bound have been delivered or made available to HSE by Transferor. The Company is not party to or bound by any Contract (other than the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penalty.

Certain Contracts and Arrangements. (a) Section 3.7(a) of the Transferor SEM Disclosure Schedule sets forth a true and complete list, as of the date hereof, of the following Contracts (including currently effective amendments and modifications thereto), other than commitments to issue owner’s title insurance policies and owner’s title insurance policies, to which the Company SemStream is a party, by which any of its properties are bound or that relate to the conduct of the Business (excluding such Contracts to which SemStream Arizona is a party or bound) (collectively, the “Material Agreements”): (i) transportation agreements involving payments to or from the Company of at least $75,000 per yearSemStream (other than Short-Term Agreements); (ii) vendor or similar propane sale and supply agreements involving payments to or from the Company in excess of $75,000 per yearSemStream (other than Short-Term Agreements); (iii) storage agreements involving payments to or from SemStream (other than Short-Term Agreements); (iv) Contracts, or a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, excluding Inventories, under which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,00025,000 (other than Short-Term Agreements and propane sale and supply agreements that are not required to be listed pursuant to Section 3.7(a)(ii)); (ivv) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtednessthe borrowing of money or for lines of credit; (vvi) real property leases calling for payments by the Company SemStream of amounts greater than $75,000 25,000 per year; (vivii) partnership, royalty partnership or joint venture agreements; (viiviii) Contracts limiting the ability of the Company SemStream to compete in any line of business or with any Person or in any geographic area; (viiiix) Contracts relating to any outstanding commitment for capital expendituresexpenditures in excess of $250,000; (ix) (A) Collective Bargaining Agreements between the Company and other Contracts with any Personlabor union or organization, (B) Employment Agreements between the Company SemStream and any Person, Related Employees or Independent Contractors which are not cancellable without material penalty or without more than ninety (90) days’ notice and (C) Contracts between the Company and any Independent Contractor and (D) Employee Benefit Plans to which SemStream will be subject after the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without LiabilityClosing; (xxi) material Contracts not entered into in the ordinary course of the Business; (xixii) Contracts for the acquisition or disposition of real property, property capital stock or other businesses; (xiixiii) Contracts providing for indemnification of any officer, employee, member, manager officer or director of the CompanySemStream; (xiiixiv) agency, distributor, dealer, sales, marketing or similar agreements or arrangements with any Person that generates or refers business to the Company; SemStream (xiv) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements other than propane sale and supply agreements that may are not required to be terminated by the Company without notice and without Liabilitylisted pursuant to Section 3.7(a)(ii)); and (xv) Contracts not otherwise disclosed in (i) — (xiv) above that are currently in effect and to which the Company SemStream or its respective properties are bound that are material to the BusinessBusiness (excluding Short-Term Agreements that are not required to be disclosed pursuant to Section 3.7(a)(i), (a)(ii) or (a)(iii) above or Contracts below the thresholds set forth pursuant to Section 3.7(a)(iv), (a)(vi) or (a)(ix)). (b) Section 3.7(b) of the SEM Disclosure Schedule contains, as of the date hereof, a complete and correct list of all Derivative Transactions (including each outstanding commodity hedging position) entered into by SemStream or for the account of any of its customers as of the Execution Date. All Derivative Transactions were, and any Derivative Transactions entered into after the Execution Date will be, entered into in accordance with applicable Laws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by SemStream, and were, and for any Derivative Transactions entered into after the Execution Date will be, entered into with counterparties believed at the applicable time of execution of the applicable Derivative Transaction to be (i) financially responsible and (ii) able to understand (either alone or in consultation with their advisers) and bear the risks of such Derivative Transactions. SemStream has duly performed all of its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of SemStream, there are no breaches, violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (c) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and provided that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each of the Material Agreement Agreements (i) to the extent that the Company is a party to such Material Agreement, constitutes the legal, valid and binding obligation of the Company SemStream enforceable against the Company SemStream in accordance with its terms, (ii) is in full force and effect as of the Execution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (cd) There is not under any Material Agreement any material default or or, to SemStream’s Knowledge, event, that, with notice or lapse of time or both, would reasonably be expected to constitute a material default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained. (de) The Company Except as set forth on Section 3.7(e) of the SEM Disclosure Schedule, SemStream has not (i) received written notice of, and there has not occurred, of any breach of or violation or default under any Material Agreement or of any condition which with the passage of time or the giving of notice or both would result in such a violation or default under any Material Agreement, or (ii) received written notice of the desire of the other party or parties to any such Material Agreement to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (ef) True and complete copies of all Material Agreements to which the Company is a party or is bound have been delivered or made available to HSE NGL Subsidiary by Transferor. The Company is not party to or bound by any Contract (other than the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penaltySemStream.

Certain Contracts and Arrangements. (a) To the extent permitted by applicable Law, Section 3.7(a4.9(a) of the Transferor Buyer Disclosure Schedule sets forth as of the date hereof (including those contracts, agreements or commitments filed as exhibits to the Buyer SEC Reports or incorporated by reference therein), a true and complete list, as of the date hereof, list of the following Contracts (including currently effective amendments and modifications thereto)contracts, other than agreements or commitments to issue owner’s title insurance policies and owner’s title insurance policies, to which any of the Company Buyer Group Entities is a party, by which any of its properties are bound whether written or that relate to the conduct of the Business oral: (collectively1) storage agreements, the “Material Agreements”): (i) terminalling agreements involving payments to and ship or from the Company of at least $75,000 per year; (ii) vendor or similar agreements involving payments to or from the Company pay agreements, in each case having fixed pricing terms representing revenues in excess of $75,000 6,000,000 per year; (iii) Contracts, year or having a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price term in excess of $75,000; one year from and after the date hereof; (iv2) Contractscontracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtedness; the borrowing of money or for lines of credit, in any case for amounts in excess of $20,000,000 (vother than contracts solely between or among the Buyer Group Entities, ancillary or collateral agreements related to any such contracts filed as exhibits to the Buyer SEC Reports and interest rate swap agreements); (3) real property leases calling for payments by any of the Company Buyer Group Entities of amounts greater than $75,000 1,000,000 per year; year (viother than rights-of-way and leases solely between or among the Buyer Group Entities); (4) partnership, royalty partnership or joint venture agreements (which do not include joint tariff or joint operating agreements; ); and (vii5) Contracts contracts limiting the ability of any of the Company Buyer Group Entities to compete in any line of business or with any Person or in any geographic area; ; (viii6) Contracts contracts relating to any outstanding commitment for capital expenditures; expenditures in excess of $20,000,000; (ix7) contracts with any labor union or organization; (A) Collective Bargaining Agreements between the Company and any Person, (B) Employment Agreements between the Company and any Person, and (C) Contracts between the Company and any Independent Contractor and (D) the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability; (x) Contracts 8) contracts not entered into in the ordinary course of the Business; (xi) Contracts for Buyer Group Entities’ business other than those that are not material to the acquisition or disposition of real property, capital stock or other businesses; (xii) Contracts providing for indemnification of any officer, employee, member, manager or director business of the Company; Buyer Group Entities; (xiii9) agencycontracts, distributor, dealer, sales, marketing or similar agreements or arrangements documents not yet filed by Buyer with any Person that generates or refers business to the Company; (xiv) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability); and (xv) Contracts not otherwise disclosed in (i) — (xiv) above SEC but that are currently in effect and that any of the Buyer Group Entities will be required to which the Company or its respective properties are bound that are material expects to file with or furnish to the BusinessSEC as exhibits in an annual or periodic report after the Execution Date; and (10) all amendments and modifications that have not been filed by any of the Buyer Group Entities with the SEC but are currently in effect to contracts, agreements or documents that have been filed by any of the Buyer Group Entities with the SEC since March 31, 2003 (collectively, the “Buyer Material Agreements”). (b) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity laws relating (regardless of whether such enforceability is considered in a proceeding in equity or at law), and provided that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each Material Agreement (i1) to the extent that the Company is a party to such Material Agreement, constitutes the legal, valid and binding obligation of the Company enforceable against applicable Buyer Group Entity and constitutes the Company in accordance with its termslegal, valid and binding obligation of the other parties thereto, (ii2) is in full force and effect as of the Execution Date date hereof, and (iii3) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement, in each case unless the failure to be so would not have a Buyer Material Adverse Effect. (c) There is not not, to the knowledge of the Buyer Parties, under any Buyer Material Agreement Agreement, any default or event, thatevent which, with notice or lapse of time or both, would reasonably be expected to constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtainedobtained or which would not have a Buyer Material Adverse Effect. (d) The Company has not (i) received written notice of, and there has not occurred, any breach of or violation or default under any Material Agreement or any condition which with the passage of time or the giving of notice or both would result in such a violation or default under any Material Agreement, or (ii) received written notice of the desire of the other party or parties to any such Material Agreement to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (e) True and complete copies of all Buyer Material Agreements to which the Company is a party or is bound have been delivered or made available to HSE MLP by TransferorBuyer to the extent permitted by applicable Law and the provisions of such agreements. The Company is To the extent permitted by applicable Law, all Buyer Material Agreements not party to so delivered or bound by any Contract (other than made available are listed and described on Section 4.9(d) of the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penaltyBuyer Disclosure Schedule.

Certain Contracts and Arrangements. (a) Section 3.7(a) of the Transferor Disclosure Schedule sets forth a true and complete list, as As of the date hereof, except as set forth on Schedule 4.17(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by any contracts, agreements, instruments or understandings ("Contracts") of the following Contracts (including currently effective amendments and modifications thereto), other than commitments to issue owner’s title insurance policies and owner’s title insurance policies, to which the Company is a party, by which any of its properties are bound or that relate to the conduct of the Business nature (collectively, the “"Material Agreements”Contracts"): (ia) agreements involving payments Contracts (other than those filed as exhibits to the Completed Commission Filings) with any current or former employee, director or officer of the Company or any of its Subsidiaries (other than any such officer who receives or received (during his or her last year of employment with the Company or any of its Subsidiaries) less than $75,000 in total annual cash compensation from the Company or any of at least $75,000 per yearits Subsidiaries); (b) Contracts other than contracts entered into in the ordinary course of business (i) for the sale of any assets of the Company or any of its Subsidiaries involving aggregate consideration of $50,000 or more, or (ii) vendor or similar agreements involving payments for the grant to or from the Company in excess any Person of $75,000 per yearany preferential rights to purchase any such amount of its assets; (iiic) Contracts, or a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,000; (iv) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtedness; (v) real property leases calling for payments by materially restrict the Company or any of amounts greater than $75,000 per year; (vi) partnership, royalty or joint venture agreements; (vii) Contracts limiting the ability of the Company to compete its Affiliates from competing in any material line of business or with any Person in any geographical area, or which materially restrict any other Person from competing with the Company or any of its Affiliates in any material line of business or in any geographic geographical area; (viiid) Contracts relating which are material to any outstanding commitment for capital expenditures; (ix) (A) Collective Bargaining Agreements between the Company and which restrict the Company or any of its Subsidiaries from disclosing any information concerning or obtained from any other Person, (B) Employment Agreements between or which restrict any other Person from disclosing any information concerning or obtained from the Company and or any Person, and of its Subsidiaries (C) Contracts between the Company and any Independent Contractor and (D) the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability; (x) Contracts not other than contracts entered into in the ordinary course of the Businessbusiness consistent with past practice); (xie) any confidentiality, nondisclosure or similar Contracts for the acquisition which contain any "standstill" provisions or disposition of real property, capital stock similar restrictions on Acquisition Proposals by any third party (other than Buyer or other businessesits Affiliates); (xiif) Contracts providing for indemnification involving (i) the acquisition, merger or purchase of any officer, employee, member, manager all or director substantially all of the Companyassets or business of a third party, involving aggregate consideration of $50,000 or more, or (ii) the purchase, lease or sale of assets, or a series of purchases, leases or sales of assets, involving aggregate consideration of $50,000 or more; (xiiig) agency, distributor, dealer, sales, marketing or similar agreements or arrangements Contracts with any Person Affiliate that generates or refers business would be required to be disclosed under Item 404 of Regulation S-K under the CompanySecurities Act; (xivh) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements that may be terminated by which are material to the Company without notice and without Liabilitycontain a "change in control" or similar provision; (i) Contracts, including mortgages or other grants of security interests, guarantees and notes, relating to the borrowing of money in an aggregate amount in excess of $50,000 in the aggregate; (j) Contracts to be performed relating to capital expenditures with a value in excess of $600,000 in any calendar year, or in the aggregate capital expenditures with a value in excess of $1,800,000; (k) Contracts which contain restrictions with respect to the payment of dividends or any other distribution in respect of its capital stock (other than the Company Senior Credit Agreement); (l) Contracts containing covenants purporting to restrict the Company or any of its Affiliates from hiring or terminating any individual or group of individuals; (m) Contracts relating to any material joint venture, partnership, strategic alliance or similar arrangement; and (xvn) Contracts not otherwise disclosed existing on the date hereof involving revenues or payments in (iexcess of $500,000 per year. Except as set forth on Schedule 4.17(b) — (xiv) above that are currently in effect and to which the Company or its respective properties are bound that are material to the Business. (b) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and provided that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each Material Agreement (i) to the extent that the Company is a party to such Material Agreement, constitutes the legal, valid and binding obligation of the Company enforceable against Disclosure Letter, neither the Company in accordance with nor any of its terms, (ii) Subsidiaries is in full force and effect as of the Execution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (c) There is not under any Material Agreement any default or event, that, with notice or lapse of time or both, would reasonably be expected to constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained. (d) The Company has not (i) received written notice of, and there has not occurred, any material breach of or violation or default under any Material Agreement or Contract nor, to the Knowledge of the Company, is any condition which with the passage of time or the giving of notice or both would result other party to any Material Contract in such a violation breach or default under any Material Agreement, or (ii) received written notice of the desire of the other party or parties to any such Material Agreement to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (e) True and complete copies of all Material Agreements to which the Company is a party or is bound have been delivered or made available to HSE by Transferor. The Company is not party to or bound by any Contract (other than the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penalty.

Certain Contracts and Arrangements. As of the date ---------------------------------- hereof, except as set forth on Schedule 4.17 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by any contracts, agreements, instruments or understandings (a) Section 3.7(a"contracts") of the Transferor Disclosure Schedule sets forth a true and complete list, as of the date hereof, of the following Contracts (including currently effective amendments and modifications thereto), other than commitments to issue owner’s title insurance policies and owner’s title insurance policies, to which the Company is a party, by which any of its properties are bound or that relate to the conduct of the Business nature (collectively, the “"Material Agreements”):Contracts"): ------------------ (i) agreements involving payments to contracts with any current or former officer, employee or director of the Company or any of its Subsidiaries (other than any such officer, employee or director who is not an executive officer of the Company or a regional vice president and who, in each case, receives or received (during his or her last year of employment with the Company or any of its Subsidiaries) less than $250,000 in total annual cash compensation from the Company or any of at least $75,000 per yearits Subsidiaries); (ii) vendor or similar agreements involving payments to or from contracts entered into (x) for the sale of any amount of assets of the Company or any of its Subsidiaries with an aggregate market value in excess of $75,000 per year5,000,000 or (y) for the grant to any Person of any preferential rights to purchase any material amount of its assets (in each case, other than any contract (collectively, "Excluded Contracts") with any customer (a) not exceeding $50,000,000 in any year or $150,000,000 in the aggregate or (b) that is terminable by the Company within ninety (90) days without penalty); (iii) Contracts, or a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under contracts which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,000; (iv) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtedness; (v) real property leases calling for payments by materially restrict the Company or any of amounts greater than $75,000 per year; (vi) partnership, royalty or joint venture agreements; (vii) Contracts limiting the ability of the Company to compete its Affiliates from competing in any material line of business or with any Person in any geographical area or which materially restrict any other Person from competing with the Company or any of its Affiliates in any material line of business or in any geographic geographical area; (viiiiv) Contracts relating contracts which are material to any outstanding commitment for capital expenditures; (ix) (A) Collective Bargaining Agreements between the Company and any Person, (B) Employment Agreements between which restrict the Company and or any Person, and (C) Contracts between of its Subsidiaries from disclosing any information concerning or obtained from any other Person or which restrict any other Person from disclosing any information concerning or obtained from the Company and or any Independent Contractor and of its Subsidiaries (D) the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability; (x) Contracts not other than contracts entered into in the ordinary course of business consistent with past practice); (v) any confidentiality, nondisclosure or similar contract which contains any "standstill" provisions or similar restrictions on Acquisition Proposals by any third party (other than Parent or its Affiliates); (vi) contracts involving (A) the Businessacquisition, merger or purchase of all or substantially all of the assets or business of a third party involving aggregate consideration of $7,500,000 or more or (B) the purchase or sale of assets, or a series of purchases and sales of assets (other than inventory), involving aggregate consideration of $7,500,000 or more, other than any Excluded Contract or (C) the purchase of inventory pursuant to any contract or any purchase order, which contract or purchase order represents aggregate purchases of over $100,000,000 (collectively, the "Material Inventory Contracts"); (vii) contracts with any Affiliate that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (viii) contracts which are material to the Company and contain a "change in control" or similar provision; (ix) contracts, including mortgages or other grants of security interests, guarantees and notes, relating to the borrowing of money in an aggregate amount in excess of $5,000,000 in the aggregate; (x) contracts relating to any material joint venture, partnership, strategic alliance or similar arrangement; and (xi) Contracts contracts involving revenues or payments in excess of (A) $25,000,000 per year or (B) $75,000,000 in the aggregate at any time, in each case, other than any Excluded Contract or any contract for the acquisition or disposition purchase of real property, capital stock or other businesses; (xii) Contracts providing for indemnification of any officer, employee, member, manager or director of the Company; (xiii) agency, distributor, dealer, sales, marketing or similar agreements or arrangements with any Person inventory that generates or refers business to the Company; (xiv) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability); and (xv) Contracts is not otherwise disclosed in (i) — (xiv) above that are currently in effect and to which the Company or its respective properties are bound that are material to the Business. (b) a Material Inventory Contract. Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and provided that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each Material Agreement (i) to the extent that the Company is a party to such Material Agreement, constitutes the legal, valid and binding obligation as set forth on Schedule 4.17 of the Company enforceable against the Company in accordance with its terms, (ii) is in full force Disclosure Letter and effect except as of the Execution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (c) There is would not under any Material Agreement any default or event, that, with notice or lapse of time or both, would reasonably be expected to constitute have a default Material Adverse Effect on the part of Company, neither the Company nor any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained. (d) The Company has not (i) received written notice of, and there has not occurred, any its Subsidiaries is in breach of or violation or default under any Material Agreement or Contract nor, to the Knowledge of the Company, is any condition which with the passage of time or the giving of notice or both would result other party to any Material Contract in such a violation breach or default under any Material Agreement, or (ii) received written notice of the desire of the other party or parties to any such Material Agreement to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (e) True and complete copies of all Material Agreements to which the Company is a party or is bound have been delivered or made available to HSE by Transferor. The Company is not party to or bound by any Contract (other than the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penalty.

Certain Contracts and Arrangements. Schedule 3.9(a) of the Disclosure Schedules sets forth any Contract described below to which Seller is a party relating primarily to the Business: (a) Section 3.7(a) of the Transferor Disclosure Schedule sets forth a true and complete listany indenture, as of the date hereofmortgage, of the following Contracts (including currently effective amendments and modifications thereto)note, installment obligation, agreement or other than commitments to issue owner’s title insurance policies and owner’s title insurance policiesinstrument, to which the Company is a party, by which any of its properties are bound or that relate to the conduct of the Business (collectively, the “Material Agreements”): (i) agreements involving payments to or from the Company of at least $75,000 per year; (ii) vendor or similar agreements involving payments to or from the Company in excess of $75,000 per year; (iii) Contracts, or a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,000; (iv) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtednessthe borrowing or loaning of money in excess of $25,000, or any capital lease or the guaranty of any obligation for the borrowing of money in excess of $25,000; (vb) real property leases calling for payments by the Company of amounts greater than $75,000 per yearany material partnership, joint venture or other similar Contract; (vic) partnership, royalty or joint venture agreementsany lease; (viid) all Contracts containing covenants limiting the ability freedom of the Company Seller to compete in any line of business that competes with the Business or with any Person person or in any geographic areaarea or market; (viiie) all other Contracts relating primarily to the Business involving amounts in excess of $25,000; (f) any material sales representation, distribution or other similar Contract; (g) any Contract for the purchase of supplies or materials providing for annual payments in excess of $25,000; (i) all Contracts relating to the purchase by, lease to, license to, or escrow for the benefit of, Seller of IT Assets; (ii) all Contracts relating to the purchase by Seller of IT Services from a third party; (iii) all Contracts relating to the sale, lease, or license of IT Products by Seller to third parties, or the escrow of any outstanding commitment IT Product for capital expendituresthe benefit of, any of its customers; and (iv) all Contracts relating to the provision of IT Services by Seller to any of its customers, in each case in respect of clauses (i)-(iv) above, Contracts providing for annual payments in excess of $25,000 and other than any Contracts relating to open source Software or Off-the-Shelf Software or; (ixi) all Contracts relating to Intellectual Property Rights (A) Collective Bargaining Agreements between the Company and other than any Person, (B) Employment Agreements between the Company and any Person, and (C) Contracts between the Company and any Independent Contractor and (D) the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liabilityotherwise described under Section 3.9(h)); (xj) Contracts not any Contract for the purchase of services providing for annual payments in excess of $25,000; (k) any Contract for the sale of goods or services providing for annual payments in excess of $25,000; or (l) any Contract (except as otherwise set forth in (a) through (k) above or on the Disclosure Schedules), entered into other than in the ordinary course of the Business; (xi) Contracts for the acquisition or disposition of real property, capital stock or other businesses; (xii) Contracts providing for indemnification of any officer, employee, member, manager or director of the Company; (xiii) agency, distributor, dealer, sales, marketing or similar agreements or arrangements with any Person business that generates or refers business to the Company; (xiv) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability); and (xv) Contracts not otherwise disclosed in (i) — (xiv) above that are currently in effect and to which the Company or its respective properties are bound that are is material to the Business. . Except as set forth on Schedule 3.9(a) of the Disclosure Schedules, each such Contract (bincluding any Purchased Contract) Except is a valid, binding and enforceable obligation of Seller and to the knowledge of Seller, of each other party thereto, enforceable against each party thereto in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfermoratorium, reorganization, moratorium reorganization and similar Laws relating to or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and provided that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each Material Agreement (i) to the extent that the Company is a party to such Material Agreement, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, (ii) is in full force and effect as of the Execution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (c) There equity. Seller is not in material default under any Material Agreement any default Purchased Contract or event, that, with notice or lapse of time or both, would reasonably be expected to constitute a default on the part of any of the parties theretoother aforesaid Contracts and, except such events to the knowledge of default and Seller, no other events as party to which requisite waivers any Purchased Contract or consents have been obtained. (d) The Company has not (i) received written notice of, and there has not occurred, any breach of or violation or the other aforesaid Contracts is in material default under any Material Agreement or any condition which with the passage such Contract. Seller has provided a true, correct and complete copy of time or the giving of notice or both would result in such a violation or default under any Material Agreement, or each Purchased Contract (iiincluding all material amendments). Schedule 3.9(b) received written notice of the desire of the other party or parties to any such Material Agreement to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (e) True and complete copies Disclosure Schedules sets forth a list of all Material Agreements to which the Company is a party or is bound have been delivered or made available to HSE by Transferor. The Company is not party to or bound by any Contract (other than the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penaltyPurchased Contracts.

Certain Contracts and Arrangements. (a) Section 3.7(a) of the Transferor Disclosure Schedule sets forth a true and complete list, as of the date hereof, of the following Contracts (including currently effective amendments and modifications thereto), other than commitments to issue owner’s title insurance policies and owner’s title insurance policies, to which the any Company is a party, by which any of its properties are bound or that relate to the conduct of the Business (collectively, the “Material Agreements”): (i) agreements involving payments to or from the any Company of at least $75,000 per year; (ii) vendor or similar agreements involving payments to or from the any Company in excess of $75,000 per year; (iii) Contracts, or a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,000; (iv) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtedness; (v) real property leases calling for payments by the any Company of amounts greater than $75,000 per year; (vi) partnership, royalty or joint venture agreements; (vii) Contracts limiting the ability of the any Company to compete in any line of business or with any Person or in any geographic area; (viii) Contracts relating to any outstanding commitment for capital expenditures; (ix) (A) Collective Bargaining Agreements between the any Company and any Person, (B) Employment Agreements between the any Company and any Person, and (C) Contracts between the any Company and any Independent Contractor and (D) the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by the such Company without notice and without Liability; (x) Contracts not entered into in the ordinary course of the Business; (xi) Contracts for the acquisition or disposition of real property, capital stock or other businesses; (xii) Contracts providing for indemnification of any officer, employee, member, manager or director of the any Company; (xiii) agency, distributor, dealer, sales, marketing or similar agreements or arrangements with any Person that generates or refers business to the any Company; (xiv) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements that may be terminated by the such Company without notice and without Liability); and (xv) Contracts not otherwise disclosed in (i) — (xiv) above that are currently in effect and to which the any Company or its respective properties are bound that are material to the Business. (b) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and provided that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each Material Agreement (i) to the extent that the Company is a party to such Material AgreementAgreements, constitutes the legal, valid and binding obligation of the applicable Company enforceable against the such Company in accordance with its terms, (ii) is in full force and effect as of the Execution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (c) There is not under any Material Agreement any default or event, that, with notice or lapse of time or both, would reasonably be expected to constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained. (d) The No Company has not (i) received written notice of, and there has not occurred, any breach of or violation or default under any Material Agreement or any condition which with the passage of time or the giving of notice or both would result in such a violation or default under any Material Agreement, or (ii) received written notice of the desire of the other party or parties to any such Material Agreement to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (e) True and complete copies of all Material Agreements to which the any Company is a party or is bound have been delivered or made available to HSE by TransferorTransferors. The No Company is not party to or bound by any Contract (other than the Material Agreements) that cannot be terminated by the such Company on less than ninety (90) days notice without penalty.

Certain Contracts and Arrangements. Within the Gessaroli Group there are no: (ai) Section 3.7(aemployment agreements - even if regarding personnel seconded from other undertakings - which grants rights with respect to termination or penalties, in the event of termination, in addition to the rights provided by applicable laws and labour collective bargaining agreements; (ii) contracts, plans or arrangements, including but not limited to plans relating to [stock-options] [TO BE VERIFIED], pension, retirement, deferred compensation or incentive compensation, to which any of the Transferor Disclosure Schedule sets forth employees of the Gessaroli Group is a true party or in which any of such employee participates - even if regarding employees seconded from other undertakings; (iii) patent, technology or software license agreements; (iv) agreements relating to partnerships or other unincorporated associations, joint venture or consortium; (v) commercial agreements for the purchase or sale of goods or services or any other agreements which (A) are not terminable on 90 or fewer days notice at any time without penalty and complete list(B) have a remaining term, as of the date hereofClosing Date, of more than one year in length of obligation on the following Contracts part of the Gessaroli Group; (including currently effective amendments vi) agreements, contracts, leases, purchase or sale orders, open bids or other commitments for the sale of products or services the quoted price and modifications thereto), other than commitments to issue owner’s title insurance policies terms and owner’s title insurance policies, to conditions of which the Company is a party, by which any of its properties are bound might be prejudicial or that relate detrimental to the conduct of the Business (collectivelyGessaroli Group or where it could be required the payment or granting of any discounts, the “Material Agreements”): (i) agreements involving payments to rebates or from the Company of at least $75,000 per year; (ii) vendor or similar agreements involving payments to or from the Company in excess of $75,000 per year; (iii) Contracts, or a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,000; (iv) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtedness; (v) real property leases calling for payments by the Company of amounts greater than $75,000 per year; (vi) partnership, royalty or joint venture agreementscredits; (vii) Contracts limiting agreements, contracts, leases or other commitments binding which restrict the ability sale of products under the Company to compete Gessaroli Group in any line of business or with any Person or in any geographic areaterritory; (viii) Contracts relating to any outstanding commitment for capital expendituresagreements with townships, municipalities and the public administration in general; (ix) (A) Collective Bargaining Agreements between the Company and any Person, (B) Employment Agreements between the Company and any Person, and (C) Contracts between the Company and any Independent Contractor and (D) the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that agreements whatsoever which may be terminated by the Company without notice other party upon the transfer and without Liability; (x) Contracts not entered into in the ordinary course assignment of the Business; (xi) Contracts for Gessaroli Group. Without limiting the acquisition or disposition of real property, capital stock or other businesses; (xii) Contracts providing for indemnification of any officer, employee, member, manager or director generality of the Company; (xiii) agencyabove, distributorall the agreements, dealercontracts, salesleases, marketing purchase or similar agreements or arrangements with any Person that generates or refers business to sale orders, open bids and other commitments concerning the Company; (xiv) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability); and (xv) Contracts not otherwise disclosed in (i) — (xiv) above that Gessaroli Group are currently in effect and to which the Company or its respective properties are bound that are material to the Business. (b) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and provided that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each Material Agreement (i) to the extent that the Company is a party to such Material Agreement, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, (ii) is in full force and effect as of the Execution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (c) There is not under any Material Agreement any default or event, that, with notice or lapse of time or both, would reasonably be expected to constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained. (d) The Company has not (i) received written notice ofeffect, and there has not occurredis not, under any of such agreements, contracts, leases, purchase or sale orders, open bids or other commitments, any breach of or violation or default under any Material Agreement or any condition which with by the passage of time Sellers or the giving of notice Gessaroli Group or both would result in such a violation or default under any Material Agreement, or (ii) received written notice of the desire of by the other party or parties thereto nor any event has occurred which might give rise to a default. All purchase commitments from suppliers in favour of the Gessaroli Group, and all goods or services sales or supply commitments of the Gessaroli Group to its customers, are completely and accurately reflected in the books and records of Gessaroli Group and in the Financial Statements, and, except as otherwise contemplated herein, the Sellers have no reason to believe that Gessaroli Group's present suppliers or customers have or shall have, as of the Closing Date, any such Material Agreement intention to exercise terminate or in any rights such party has to cancel, terminate, renegotiate way adversely modify its supply or repudiate such contract or exercise remedies thereunderpurchase arrangements. (e) True and complete copies of all Material Agreements to which the Company is a party or is bound have been delivered or made available to HSE by Transferor. The Company is not party to or bound by any Contract (other than the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penalty.

Certain Contracts and Arrangements. (aSchedule 3.14(a) Section 3.7(a) of the Transferor Disclosure Schedule sets forth a true true, complete and complete listcorrect list of all Contracts (other than any Employee Benefit Program), including all amendments and supplements thereto, to which, as of the date hereof, the Company or any of its Subsidiaries is a party and under which there are ongoing obligations (other than customary confidentiality obligations) meeting any of the following Contracts descriptions set forth below (including currently effective amendments and modifications thereto)collectively referred to herein as the “Significant Contracts”): (a) any Contract with any Significant Customer; (b) all employment agreements with any officers, other than commitments to issue owner’s title insurance policies and owner’s title insurance policies, directors or employees of the Company or any Subsidiary pursuant to which the annual base salary for an employee is greater than $75,000, or that are not “at will” agreements or require the Company is to make a partyseverance payment to the employee upon its termination; (c) all personal property leases that, in accordance with their terms, involve aggregate payments by which the Company and its Subsidiaries of more than $75,000 within the 12-month period ended on the Balance Sheet Date; (d) all Contracts granting a right of first refusal, right of first negotiation, license, or covenant not to xxx, to the Company or any of its properties Subsidiaries of Intellectual Property Assets that are bound or that relate material to the conduct of the Business Company’s or any Subsidiaries’ business as currently conducted (collectivelyother than Contracts (i) relating to Off-The-Shelf Software, (ii) relating to Open Source Code or (iii) rights granted to the “Material Agreements”):Company and its Subsidiaries by employees and contractors in confidentiality or invention assignment agreements under Intellectual Property Assets that (A) could not be assigned to the Company or its Subsidiaries under applicable Law or (B) pre-existed the date of the agreement); (e) all Contracts under which the Company or any of its Subsidiaries granted any Person a right of first refusal, right of first negotiation, license or covenant not to xxx under or with respect to any Company Owned Intellectual Property Asset (other than (i) Contracts relating to non-disclosure and confidentiality agreements pursuant to which a third party is authorized to use the Company’s or any of its Subsidiaries’ confidential information for a limited, non-commercial purpose or (ii) non-exclusive licenses granted by the Company or any of its Subsidiaries to its and their customers entered into in the ordinary course of business ); (f) all business associate agreements or similar Contracts with or related to a Significant Customer involving Personal Information; (g) all Contracts (other than Real Property Leases) under which the Company or any of its Subsidiaries have created, incurred, assumed, or guaranteed any Company Debt; (h) Contracts for the sale of any material amount of assets of the Company or any of its Subsidiaries other than in the ordinary course of business; (i) agreements involving payments to or from the Company of at least $75,000 per year; (ii) vendor or similar agreements involving payments to or from the Company in excess of $75,000 per year; (iii) Contracts, or a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,000; (iv) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtedness; (v) real property leases calling for payments by the Company of amounts greater than $75,000 per year; (vi) partnership, royalty or joint venture agreements; (vii) Contracts limiting the ability containing covenants of the Company or any of its Subsidiaries not to compete in any line of business or with any Person or in any geographic areageographical area in any material respect; (viiij) Contracts relating to any outstanding commitment for capital expenditures; (ix) (A) Collective Bargaining Agreements between the Company and any Person, (B) Employment Agreements between the Company and any Person, and (C) Contracts between the Company and any Independent Contractor and (D) the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability; (x) Contracts not entered into in the ordinary course of the Business; (xi) Contracts for the acquisition or disposition (by merger, purchase of real property, stock or assets or otherwise) by the Company or any of its Subsidiaries of any operating business or material assets or the capital stock or equity interests of any other businessesPerson; (xiik) Contracts providing for indemnification of any officerpartnership, employee, member, manager joint venture or director of the Company; (xiii) agency, distributor, dealer, sales, marketing or other similar agreements or arrangements with any Person that generates or refers business to the Company; (xiv) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability)Contract; and (xvl) Contracts not otherwise disclosed in with customers containing most-favored nations clauses as to price. Except as set forth on Schedule 3.14(b), (iA) — (xiv) above that are currently in effect and to which none of the Company or any of its respective properties are bound that are Subsidiaries is in material breach of, or in material default under, any Significant Contract, nor, to the Business. (b) Except Knowledge of the Company, is any other party to the extent that enforceability thereof may be limited by bankruptcyany Significant Contract in material breach of, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)material default thereunder, and provided no event has occurred that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each Material Agreement (i) to the extent that the Company is a party to such Material Agreement, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, (ii) is in full force and effect as of the Execution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (c) There is not under any Material Agreement any default or event, that, with notice or lapse of time or both, would reasonably be expected to constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained. (d) The Company has not (i) received written notice of, and there has not occurred, any breach of or violation or default under any Material Agreement or any condition which with the passage lapse of time or the giving of notice or both would result constitute a material breach or material default by the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereunder; (B) each of the Significant Contracts is in such full force and effect and is the legal, valid and binding obligation of either of the Company or one of its Subsidiaries that is a violation or default under party thereto and, to the Knowledge of the Company, the other parties thereto and enforceable in accordance with its terms, except to the extent that enforceability may be limited by the Remedies Exceptions; (C) as of the date hereof, no party to any Material Agreementof the Significant Contracts has exercised any termination rights with respect thereto; and (D) the Company has made available, or (ii) received written notice of the desire of the other party or parties caused to any such Material Agreement be made available, to exercise any rights such party has to cancelParent true, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (e) True correct and complete copies of all Material Agreements to which of the Company is a party Significant Contracts, together with all material amendments, modifications or is bound have been delivered or made available to HSE by Transferor. The Company is not party to or bound by any Contract (other than supplements thereto as of the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penaltydate hereof.

Certain Contracts and Arrangements. Except as set forth in Section 2.13 of the Disclosure Schedule (with true and correct copies delivered or made available to the Investors and except for the Transaction Documents), since June 1, 2000 unless stated otherwise below, the Company is not a party or subject to or bound by: (a) Section 3.7(a) of the Transferor Disclosure Schedule sets forth a true and complete listany contract, as of the date hereoflease, of the following Contracts (including currently effective amendments and modifications thereto), other than commitments commitment or agreement creating any obligation or potential commitment to issue owner’s title insurance policies and owner’s title insurance policies, pay to which the Company is a party, by which any of its properties are bound or that relate to the conduct of the Business (collectively, the “Material Agreements”): (i) agreements involving payments to or from the Company of at least $75,000 per year; (ii) vendor or similar agreements involving payments to or from the Company third party in excess of $75,000 per year5,000,000 or more with respect to any single such contract or agreement; (iiib) Contracts, any contract or a group of related Contracts with the same party, agreement for the purchasesale, sale license, lease or distribution disposition of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price with licensing fees in excess of $75,0001,000,000, which contract or agreement was entered into at any time since June 1, 1999; (ivc) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents any contract containing covenants directly or explicitly limiting in each case relating to Indebtedness; (v) real property leases calling for payments by any material respect the Company of amounts greater than $75,000 per year; (vi) partnership, royalty or joint venture agreements; (vii) Contracts limiting the ability freedom of the Company to compete in any line of business or with any Person person or in any geographic areaentity; (viiid) Contracts any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its software or hardware products or services other than any outstanding commitment for capital expenditures; (ix) (A) Collective Bargaining Agreements between the Company and any Person, (B) Employment Agreements between the Company and any Person, and (C) Contracts between the Company and any Independent Contractor and (D) the Company Plans, in each instance excluding at-will employment such contracts or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability; (x) Contracts not agreements entered into in the ordinary course of the Businessbusiness consistent with past practices and for consideration in excess of $5,000,000; (xie) Contracts any contract or agreement for the acquisition purchase of any leasehold improvements, equipment or disposition fixed assets for a price in excess of real property, capital stock or other businesses$5,000,000; (xiif) Contracts providing any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for indemnification of borrowing or any officerpledge or security arrangement in an individual amount greater than $5,000,000; (g) any employment contracts, employee, member, manager noncompetition agreements or director other agreements (other than immaterial agreements terminable at will by the Company) with any present executive officers of the Company; (xiiih) agencyany acquisition, distributor, dealer, sales, marketing merger or similar agreement entered into and consummated since June 1, 1999, or any stock redemption or purchase agreements or arrangements other agreements affecting or relating to the capital stock of the Company, including, without limitation, any agreement with any Person that generates stockholder of the Company which includes, without limitation, anti-dilution rights, registration rights, voting arrangements, operating covenants or refers business to the Companysimilar provisions; (xivi) all verbal Contracts (excluding at-will employment any pension, profit sharing, retirement, phantom stock or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability); andstock option plans; (xvj) Contracts not otherwise disclosed any joint venture, partnership, manufacturer, development or supply agreement involving payments in (i) — (xiv) above that are currently in effect and to which the Company or its respective properties are bound that are material to the Business.excess of $5,000,000; (bk) Except any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (l) any contract having a value of greater than $5,000,000 with a governmental entity; (m) any outstanding power of attorney other than those entered into in the ordinary course of business; or (n) any other agreement not executed in the ordinary course of business, the loss of which or the terms of which would be reasonably expected to the extent that enforceability thereof may be limited by bankruptcyhave a Material Adverse Effect. All such contracts, insolvencyagreements, fraudulent transfer, reorganization, moratorium leases and similar Laws relating to or affecting creditors’ rights generally instruments are valid and by general principles of equity (regardless of whether such enforceability is considered are in a proceeding in equity or at law)full force and effect, and provided that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each Material Agreement (i) to the extent that the Company is a party to such Material Agreement, constitutes the constitute legal, valid and binding obligation obligations of the Company Company, and, to the knowledge of the Company, of the other parties thereto, and are enforceable against the Company and, to the knowledge of the Company, against the other parties thereto in accordance with its their respective terms, (ii) is . Except as disclosed in full force and effect as Section 2.13 of the Execution Date and (iii) will be in full force and effect upon Disclosure Schedule, the consummation Company has no knowledge of the transactions contemplated by this Agreement. (c) There is not under any Material Agreement any default or event, that, with notice or lapse of time threat to terminate any such contracts, agreements, leases or both, instruments which termination would reasonably be expected to have a Material Adverse Effect. Neither the Company nor, to the knowledge of the Company, any other party thereto, is in default in complying with any provisions of any such contract, agreement, lease or instrument, and no condition or event or fact exists which, with notice, lapse of time or both would constitute a default thereunder on the part of any the Company or, to the knowledge of the parties Company, any other party thereto, except such events of default and other events as to which requisite waivers or consents have been obtained. (d) The Company has not (i) received written notice of, and there has not occurred, any breach of or violation or default under any Material Agreement or any condition which with the passage of time or the giving of notice or both would result in such a violation or default under any Material Agreement, or (ii) received written notice of the desire of the other party or parties to for any such default, condition, event or fact that, individually or in the aggregate, would not reasonably be expected to have a Material Agreement to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunderAdverse Effect. (e) True and complete copies of all Material Agreements to which the Company is a party or is bound have been delivered or made available to HSE by Transferor. The Company is not party to or bound by any Contract (other than the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penalty.

Certain Contracts and Arrangements. (a) Section 3.7(a) of the Transferor HSE Disclosure Schedule sets forth a true and complete list, as of the date hereof, of the following Contracts (including currently effective amendments and modifications thereto), other than commitments to issue owner’s title insurance policies and owner’s title insurance policies, ) to which the Company any HSE Group Entity is a party, by which any of its properties are bound or that relate to the conduct of the Business (collectively, the “Material Agreements”): (i) transportation agreements involving payments to or from the Company any HSE Group Entity of at least $75,000 per year1,000,000 in 2011 (other than Short-Term Agreements); (ii) vendor or similar commodity, sale and supply agreements involving payments to or from the Company any HSE Group Entity in excess of $75,000 per year52,000,000 in 2011 (other than Short-Term Agreements); (iii) Contracts, or a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,000100,000 (other than sale and supply agreements that are not required to be listed pursuant to Section 3.7(a)(ii)); (iv) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtednessthe borrowing of money or for lines of credit; (v) real property leases calling for payments by the Company any HSE Group Entity of amounts greater than $75,000 50,000 per year; (vi) partnership, royalty partnership or joint venture agreements; (vii) Contracts limiting the ability of the Company any HSE Group Entity to compete in any line of business or with any Person or in any geographic area; (viii) Contracts relating to any outstanding commitment for capital expendituresexpenditures in excess of $100,000; (ix) (A) Collective Bargaining Agreements between the Company and other Contracts with any Personlabor union or organization, (B) Employment Agreements between the Company HSE and any Person, employees or Independent Contractors and (C) Contracts between the Company and HSE Employee Benefit Plans to which any Independent Contractor and (D) HSE Group Entity will be subject after the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without LiabilityClosing; (x) Contracts not entered into in the ordinary course of the Business; (xi) Contracts for the acquisition or disposition of real property, capital stock or other businesses; (xii) Contracts providing for indemnification by any HSE Group Entity of any officer, employee, member, manager officer or director of the Companyany HSE Group Entity; (xiii) agency, distributor, dealer, sales, marketing or similar agreements or arrangements with any Person that generates or refers business to the Company; any HSE Group Entity (xiv) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements other than sale and supply agreements that may are not required to be terminated by the Company without notice and without Liabilitylisted pursuant to Section 3.7(a)(ii)); and (xvxiv) Contracts not otherwise disclosed in (i) — (xivxiii) above that are currently in effect and to which the Company any HSE Group Entity or its respective properties are bound that are material (excluding Short Term Agreements that are not required to the Businessbe disclosed pursuant to Section 3.7(a)(i) or (a)(ii) above). (b) Section 3.7(b) of the HSE Disclosure Schedule contains a complete and correct list of all Derivative Transactions (including each outstanding commodity hedging position) entered into by any HSE Group Entity or for the account of any of its customers as of the second business day immediately preceding the date of the execution of this Agreement (the “Execution Date”). All Derivative Transactions were, and any Derivative Transactions entered into after the Execution Date will be, entered into in accordance with applicable Laws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by such HSE Group Entity, and were, and for any Derivative Transactions entered into after the Execution Date will be, entered into with counterparties believed at the applicable time of execution of the applicable Derivative Transaction to be (i) financially responsible and (ii) able to understand (either alone or in consultation with their advisers) and bear the risks of such Derivative Transactions. Each HSE Group Entity has duly performed all of its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of any HSE Group Entity, there are no breaches, violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (c) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and provided that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each of the Material Agreement Agreements (i) to the extent that the Company is a party to such Material Agreement, constitutes the legal, valid and binding obligation of the Company such HSE Group Entity enforceable against the Company such HSE Group Entity in accordance with its terms, (ii) is in full force and effect as of the Execution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (cd) There is not under any Material Agreement any default or event, that, with notice or lapse of time or both, would reasonably be expected to constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained. (de) The Company No HSE Entity has not (i) received written notice of, and there has not occurred, any breach of or violation or default under any Material Agreement or any condition which with the passage of time or the giving of notice or both would result in such a violation or default under any Material Agreement, or (ii) received written notice of the desire of the other party or parties to any such Material Agreement to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (ef) True and complete copies of all Material Agreements to which the Company is a party or is bound have been delivered or made available to HSE the NGL Group Entities by Transferor. The Company is not party to or bound by any Contract (other than the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penaltyHSE.

Certain Contracts and Arrangements. (a) Section 3.7(a4.7(a) of the Transferor Towing Disclosure Schedule sets forth a true and complete list, as of the date hereof, of the following Contracts (including currently effective amendments and modifications thereto), other than commitments to issue owner’s title insurance policies and owner’s title insurance policies, ) to which the Company Towing is a party, by which any of its properties are bound or that relate to the conduct of the Towing Business (collectively, the “Material Agreements”): (i) transportation agreements involving payments to or from the Company of at least $75,000 25,000 per yearyear (other than Short-Term Agreements); (ii) vendor or similar agreements involving payments to or from the Company in excess of $75,000 per year; (iii) Contracts, or a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,00025,000; (iviii) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtednessthe borrowing of money or for lines of credit; (iv) real property leases; (v) real property leases calling for payments by the Company of amounts greater than $75,000 per year; (vi) partnership, royalty partnership or joint venture agreements; (viivi) Contracts limiting the ability of the Company to compete in any line of business or with any Person or in any geographic area; (viiivii) Contracts relating to any outstanding commitment for capital expendituresexpenditures in excess of $25,000; (ix) (A) Collective Bargaining Agreements between the Company and other Contracts with any Personlabor union or organization, (B) Employment Agreements between the Company and any Person, and (C) Contracts between the Company and any Independent Contractor and (D) the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability; (xix) Contracts not entered into in the ordinary course of the Towing Business; (xix) Contracts for the acquisition or disposition of real property, capital stock or other businesses; (xiixi) Contracts providing for indemnification of any officer, employee, member, manager officer or director of the Companydirector; (xiiixii) agency, distributor, dealer, sales, marketing or similar agreements or arrangements with any Person that generates or refers business to the Company; (xiv) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability)Person; and (xvxiii) Contracts not otherwise disclosed in (i) — (xivxii) above that are currently in effect and to which the Company or its respective properties are bound that are material to the BusinessTowing Business (excluding Short-Term Agreements that are not required to be disclosed pursuant to Sections 4.7(a)(i) above). (b) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and provided that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each of the Material Agreement Agreements (i) to the extent that the Company is a party to such Material Agreement, constitutes the legal, valid and binding obligation of the Company Towing enforceable against the Company Towing in accordance with its terms, (ii) is in full force and effect as of the Execution Date date hereof and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (c) There is not under any such Material Agreement any default or event, that, with notice or lapse of time or both, would reasonably be expected to constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained. (d) The Company Towing has not (i) received written notice of, and there has not occurred, any breach of or violation or default under any Material Agreement or any condition which with the passage of time or the giving of notice or both would result in such a violation or default under any Material Agreement, or (ii) received written notice of the desire of the other party or parties to any such Material Agreement to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (e) True and complete copies of all such Material Agreements to which the Company is a party or is bound have been delivered or made available to HSE Purchaser by Transferor. The Company is not party to or bound by any Contract (other than the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penaltyTowing.

Certain Contracts and Arrangements. (a) Section 3.7(a) of the Transferor HSE Disclosure Schedule sets forth a true and complete list, as of the date hereof, of the following Contracts (including currently effective amendments and modifications thereto), other than commitments to issue owner’s title insurance policies and owner’s title insurance policies, ) to which the Company any HSE Group Entity is a party, by which any of its properties are bound or that relate to the conduct of the Business (collectively, the “Material Agreements”): (i) transportation agreements involving payments to or from the Company any HSE Group Entity of at least $75,000 per year1,000,000 in 2011 (other than Short-Term Agreements); (ii) vendor or similar commodity sale and supply agreements involving payments to or from the Company any HSE Group Entity in excess of $75,000 per year52,000,000 in 2011 (other than Short-Term Agreements); (iii) Contracts, or a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,000100,000 (other than sale and supply agreements that are not required to be listed pursuant to Section 3.7(a)(ii)); (iv) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtednessthe borrowing of money or for lines of credit; (v) real property leases calling for payments by the Company any HSE Group Entity of amounts greater than $75,000 50,000 per year; (vi) partnership, royalty partnership or joint venture agreements; (vii) Contracts limiting the ability of the Company any HSE Group Entity to compete in any line of business or with any Person or in any geographic area; (viii) Contracts relating to any outstanding commitment for capital expendituresexpenditures in excess of $100,000; (ix) (A) Collective Bargaining Agreements between the Company and other Contracts with any Personlabor union or organization, (B) Employment Agreements between the Company any HSE Group Entity and any Person, employees or Independent Contractors and (C) Contracts between the Company and HSE Employee Benefit Plans to which any Independent Contractor and (D) HSE Group Entity will be subject after the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without LiabilityClosing; (x) Contracts not entered into in the ordinary course of the Business; (xi) Contracts for the acquisition or disposition of real property, capital stock or other businesses; (xii) Contracts providing for indemnification by any HSE Group Entity of any officer, employee, member, manager officer or director of the Companyany HSE Group Entity; (xiii) agency, distributor, dealer, sales, marketing or similar agreements or arrangements with any Person that generates or refers business to the Company; any HSE Group Entity (xiv) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements other than sale and supply agreements that may are not required to be terminated by the Company without notice and without Liabilitylisted pursuant to Section 3.7(a)(ii)); and (xvxiv) Contracts not otherwise disclosed in (i) — (xivxiii) above that are currently in effect and to which the Company any HSE Group Entity or its respective properties are bound that are material (excluding Short Term Agreements that are not required to the Businessbe disclosed pursuant to Section 3.7(a)(i) or (a)(ii) above). (b) Section 3.7(b) of the HSE Disclosure Schedule contains a complete and correct list of all Derivative Transactions (including each outstanding commodity hedging position) entered into by any HSE Group Entity or for the account of any of its customers as of the second business day immediately preceding the date of the execution of this Agreement (the “Execution Date”). All Derivative Transactions were, and any Derivative Transactions entered into after the Execution Date will be, entered into in accordance with applicable Laws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by such HSE Group Entity, and were, and for any Derivative Transactions entered into after the Execution Date will be, entered into with counterparties believed at the applicable time of execution of the applicable Derivative Transaction to be (i) financially responsible and (ii) able to understand (either alone or in consultation with their advisers) and bear the risks of such Derivative Transactions. Each HSE Group Entity has duly performed all of its obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of any HSE Group Entity, there are no breaches, violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (c) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and provided that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each of the Material Agreement Agreements (i) to the extent that the Company is a party to such Material Agreement, constitutes the legal, valid and binding obligation of the Company such HSE Group Entity enforceable against the Company such HSE Group Entity in accordance with its terms, (ii) is in full force and effect as of the Execution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (cd) There is not under any Material Agreement any default or event, that, with notice or lapse of time or both, would reasonably be expected to constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained. (de) The Company No HSE Group Entity has not (i) received written notice of, and there has not occurred, any breach of or violation or default under any Material Agreement or any condition which with the passage of time or the giving of notice or both would result in such a violation or default under any Material Agreement, or (ii) received written notice of the desire of the other party or parties to any such Material Agreement to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (ef) True and complete copies of all Material Agreements to which the Company is a party or is bound have been delivered or made available to the NGL Group Entities by HSE by Transferor. The Company is not party to or bound by any Contract (other than the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penaltyGeneral Partner.