Common use of Warranty Obligations Clause in Contracts

Warranty Obligations. 1. Member shall, at its own expense, perform all obligations as set forth in the RWC Warranty Program and this Agreement which include meeting the Warranty Standards upon notice from the Purchaser without the necessity of RWC intervention. In consideration of the fee structure granted, Member agrees to reimburse RWC and WPMIC for all costs and losses which either incurs, including, but not limited to, inspection, counsel and expert fees, relating to coverage during those periods when Member is the warrantor under the provisions of the applicable Limited Warranty book, regardless of whether Member has breached its obligations hereunder. 2. If Member fails or refuses to perform its warranty obligations under the RWC Warranty Program for any reason, WPMIC will perform the Member’s obligations. If WPMIC fulfills Member’s obligations or if WPMIC or RWC incurs any loss, cost or expense, including, but not limited to, inspection, attorney and expert fees, by reason of Member’s failure to perform hereunder or by reason of a dispute between Member and Purchaser, Member shall, upon demand, and regardless of whether Member is held liable to Purchaser, reimburse WPMIC and RWC for all expenses incurred in so performing or by reason of such failure or dispute, including, but not limited to, cost of materials, labor, architect fees, engineering fees, attorney fees, expert fees, incidental expenses including lodging, transportation and related expenses from Member and cost of collection of such reimbursement. In addition, Member shall indemnify and hold harmless WPMIC and RWC against any and all expenses, including attorney fees, incurred by them as a result of Member’s failure or refusal to perform or delay in performance. In addition, Member shall pay interest to RWC or WPMIC as appropriate, at the rate of eighteen percent (18%) per annum on all sums due to RWC or WPMIC hereunder if such sums are not paid within thirty (30) days of demand by RWC or WPMIC. 3. During that period when WPMIC is the Warrantor under the provisions of the applicable Limited Warranty book, WPMIC represents that it will perform its obligations with respect to warranted structural defects as set forth and defined in the Program without the right of subrogation against the Member provided that: (a) the defect or symptoms of the subsequent occurrence of a defect first arose during that period when WPMIC is the Warrantor under the provisions of the applicable Limited Warranty book for that home, detached garage, commercial building or remodeling project; and (b) Member did not attempt to conceal or cosmetically repair the defect or symptoms of the subsequent occurrence of a defect during that period when Member is the Warrantor under the provisions of the applicable Limited Warranty book; and (c) the defect does not arise from Member’s failure to construct the home, detached garage, commercial building or remodeling project in compliance with RWC Warranty Standards; and (d) the defect does not arise from Member’s failure to adhere to Member’s responsibilities hereunder. If Member repairs a warranted structural defect during the period where the Member is the Warrantor under the provisions of the applicable Limited Warranty book, RWC must be notified. Member will remain responsible for all defects if the defect or its symptoms arose during the period when the Member was Warrantor under the provisions of the applicable Limited Warranty book and the Member failed to adequately repair the defect. Member must provide to RWC an inspection report from a licensed engineer showing repairs are in compliance with the plan of repair. 4. WPMIC represents that it will indemnify and hold Member harmless against the payment of any money judgment, order or decree made by an arbitrator, court or administrative agency of competent jurisdiction as a result of a breach by WPMIC of its representations contained in paragraph E.3. hereof.

Warranty Obligations. 1. Member shall, at its own expense, perform all obligations as set forth in the RWC Warranty Program and this Agreement which include meeting the Warranty Standards upon notice from the Purchaser without the necessity of RWC intervention. In consideration (a) As of the fee structure grantedClosing Time, Member agrees the Acquired Companies shall continue to reimburse RWC discharge all responsibilities, Liabilities and WPMIC obligations of the Acquired Companies for all costs Replacement and losses which either incursRefunds (as hereafter defined) arising out of products manufactured by the Acquired Companies prior to the Measurement Date (“Pre-Measurement Date Products”); provided, however, Seller shall assume no Liability for injuries to persons with respect to Pre-Measurement Date Products, including, but not limited toany claims by third parties for special, inspectionconsequential or punitive damages with respect thereto. Seller shall have no Liability for any Replacement or Refunds or for injuries to persons with respect to products or finished goods inventory manufactured after the Measurement Date, counsel and expert fees, relating to coverage during those periods when Member is all of which shall be the warrantor under the provisions Liability of the applicable Limited Warranty book, regardless Acquired Companies. Seller shall provide Buyer with a certificate on the Closing Date setting forth which lot numbers (or other product identification) constitute Pre-Measurement Date Products; provided that the failure to so notify Buyer on such date shall not relieve Buyer of whether Member has breached its obligations hereunderhereunder except to the extent it is materially prejudiced thereby. 2(b) Seller agrees to pay to Buyer an amount equal to fifty percent (50%) of the value for all Replacement and the amount of all Refunds incurred or granted by the Acquired Companies during the period ending on the six month anniversary of the Closing Date (the “Limitation Date”). If Member fails Seller shall make payment in U.S. Dollars, and the value for such Replacement and the amount of such Refunds shall be calculated by using the Exchange Rate as of the date the applicable Acquired Company pays the Refund to the customer or refuses delivers the Replacement to perform the customer; provided, however, that Seller shall have the approval rights with respect to any such payment over Ten Thousand Dollars ($10,000.00), such approval not to be unreasonably withheld. Within twenty (20) days after the end of each calendar quarter following the Closing Date and within twenty (20) days after the Limitation Date, Buyer shall deliver to Seller written notice (the “Payment Notice”) of the amount of Replacement and Refunds which it incurred on and prior to the end of each such month; provided that Seller shall not be relieved of its warranty obligations under the RWC Warranty Program for any reason, WPMIC will perform the Member’s obligations. If WPMIC fulfills Member’s obligations or if WPMIC or RWC incurs any loss, cost or expense, including, but not limited to, inspection, attorney and expert fees, by reason of Memberdue to Buyer’s failure to perform meet such twenty (20) day delay time period. During the twenty (20) day period following their receipt of each Payment Notice, Seller shall be entitled to access the Books and Records of the Acquired Companies and Buyer (with respect to the Replacement and Refunds) upon reasonable advance written notice and to request copies of supporting documents for the purpose of verifying the amounts of Replacement and Refunds. The amount due hereunder or by reason of a dispute between Member and Purchaser, Member shall, upon demand, and regardless of whether Member is held liable Seller to Purchaser, reimburse WPMIC and RWC for all expenses incurred in so performing or by reason of such failure or dispute, including, but not limited to, cost of materials, labor, architect fees, engineering fees, attorney fees, expert fees, incidental expenses including lodging, transportation and related expenses from Member and cost of collection of such reimbursement. In addition, Member Buyer shall indemnify and hold harmless WPMIC and RWC against any and all expenses, including attorney fees, incurred by them as a result of Member’s failure or refusal be paid to perform or delay in performance. In addition, Member shall pay interest to RWC or WPMIC as appropriate, at the rate of eighteen percent (18%) per annum on all sums due to RWC or WPMIC hereunder if such sums are not paid Buyer within thirty (30) days following Seller’s receipt of demand by RWC or WPMIC. 3each Payment Notice. During The Parties agree and acknowledge that period when WPMIC is the Warrantor under the provisions of the applicable Limited Warranty book, WPMIC represents that it will perform its this Section 6.12(b) shall not limit Seller’s indemnification obligations with respect to warranted structural defects as set forth and defined in the Program without the right of subrogation against the Member provided that: (aunder Section 6.10(d) the defect or symptoms of the subsequent occurrence of a defect first arose during that period when WPMIC is the Warrantor under the provisions of the applicable Limited Warranty book for that home, detached garage, commercial building or remodeling project; and (bSection 10.2(f) Member did not attempt to conceal or cosmetically repair the defect or symptoms of the subsequent occurrence of a defect during that period when Member is the Warrantor under the provisions of the applicable Limited Warranty book; andhereof. (c) the defect does not arise from Member’s failure to construct the home, detached garage, commercial building or remodeling project in compliance with RWC Warranty Standards; and (d) the defect does not arise from Member’s failure to adhere to Member’s responsibilities hereunder. If Member repairs a warranted structural defect during the period where the Member is the Warrantor under the provisions of the applicable Limited Warranty book, RWC must be notified. Member will remain responsible for all defects if the defect or its symptoms arose during the period when the Member was Warrantor under the provisions of the applicable Limited Warranty book and the Member failed to adequately repair the defect. Member must provide to RWC an inspection report from a licensed engineer showing repairs are in compliance with the plan of repair. 4. WPMIC represents that it will indemnify and hold Member harmless against the payment of any money judgment, order or decree made by an arbitrator, court or administrative agency of competent jurisdiction as a result of a breach by WPMIC of its representations contained in paragraph E.3. For purposes hereof.:

Warranty Obligations. 1. Member shall, at its own expense, perform all obligations as set forth in the RWC HOME Remodeler Limited Warranty Program and this Agreement which include includes meeting the Warranty Standards upon notice from the Purchaser Homeowner without the necessity of RWC HOME intervention. In consideration of the fee structure granted, Member agrees to reimburse RWC HOME and WPMIC WUIC for all costs and losses which either incurs, including, but not limited to, inspection, counsel and expert fees, fees relating to coverage during those periods when Member is the warrantor under the provisions Year 1 of the applicable Limited Warranty bookwarranty on the remodeling project, regardless of whether Member has breached its obligations hereunder. 2. If Member fails or refuses to perform its warranty obligations under the RWC HOME Remodeler Limited Warranty Program for any reason, WPMIC WUIC will perform the Member’s obligations. If WPMIC WUIC fulfills Member’s obligations obligation or if WPMIC WUIC or RWC HOME incurs any loss, cost or expense, expense including, but not limited to, inspection, attorney and expert fees, fees by reason of Member’s failure to perform hereunder or by reason of a dispute between Member and PurchaserHomeowner, Member shall, shall upon demand, and regardless of whether Member is held liable to PurchaserHomeowner, reimburse WPMIC WUIC and RWC HOME for all expenses incurred in so performing or by reason of such failure or dispute, dispute including, but not limited to, cost of materials, labor, architect fees, engineering fees, attorney fees, expert fees, incidental expenses including lodging, transportation and related expenses from Member and cost of collection of such reimbursement. In addition, Member shall indemnify and hold harmless WPMIC WUIC and RWC HOME against any and all expenses, expenses including attorney fees, fees incurred by them as a result of Member’s failure or refusal to perform or delay in performance. In additionad- dition, Member shall pay interest to RWC HOME or WPMIC WUIC, as appropriate, at the rate of eighteen percent (18%) per annum on all sums due to RWC HOME or WPMIC WUIC hereunder if such sums are not paid within thirty (30) days of demand by RWC HOME or WPMICWUIC. 3. During that period when WPMIC If the 5-Year Structural with 1-Year Workmanship Coverage is selected on the Warrantor Remodeler Enrollment Form, during years 2 through 5, under the provisions of the applicable HOME Remodeler Limited Warranty bookProgram covering a particular remodeling project, WPMIC WUIC represents that it will perform its obligations with respect to warranted structural defects Designated Structural Elements as set forth and defined in the HOME Remod- eler Limited Warranty Program without the right of subrogation against the Member provided that: (a) the defect or symptoms of the subsequent occurrence of a defect first arose during that period when WPMIC is after the Warrantor under the provisions expiration of Year 1 of the applicable HOME Remodeler Limited Warranty book Program in effect for that home, detached garage, commercial building or remodeling project; and (b) Member did not attempt to conceal or cosmetically repair the defect or symptoms of the subsequent occurrence of a defect during that period when Member is the Warrantor under the provisions of the applicable Limited Warranty bookYear 1; and (c) the defect does not arise from Member’s failure to construct remodel the home, detached garage, commercial building or remodeling project home in compliance with RWC Warranty StandardsHOME Remodeler Limited War- ranty Program standards; and (d) the defect does not arise from Member’s failure to adhere to Member’s responsibilities hereunder. If the Member repairs a warranted structural defect Designated Structural Element during the period where the Member is the Warrantor under the provisions of the applicable Limited Warranty bookYear 1, RWC HOME must be notified. Member will remain responsible for all defects if the defect or its symptoms arose during the period when the Member was Warrantor under the provisions of the applicable Limited Warranty book in Year 1 and the Member failed to adequately repair the defect. Member must provide to RWC HOME an inspection report from a licensed engineer showing repairs are in compliance with the plan of repair. 4. WPMIC If the 3-Year Workmanship Coverage is selected on the Remodeler Enrollment Form, during Years 2 and 3, under the HOME Remodeler Limited Warranty Program covering a particular remodeling project, WUIC represents that it will perform its obliga- tions with respect to warranted workmanship items as set forth and defined in the HOME Remodeler Limited Warranty Program without the right of subrogation against the Member provided that: (a) the defect or symptoms of the subsequent occurrence of a defect first arose after the expiration of Year 1 of the HOME Remodeler Limited Warranty Program in effect for that remodeling project; and (b) Member did not attempt to conceal or cosmetically repair the defect or symptoms of the subsequent occurrence of a defect during Year 1; and (c) the defect does not arise from Member’s failure to remodel the home in compliance with HOME Remodeler Limited War- ranty Program standards; and (d) the defect does not arise from Member’s failure to adhere to Member’s responsibilities hereunder. 5. WUIC represents that it will indemnify and hold harmless Member harmless against the payment of any money judgment, order or decree xx- xxxx made by an arbitrator, court or administrative agency of competent jurisdiction as a result of a the breach by WPMIC WUIC of its representations contained in paragraph E.3. E.3 or E.4 hereof.

Warranty Obligations. 1. Member shall(a) Effective upon the consummation of the Closing, at its own expenseBuyer shall assume and agree to pay, perform all obligations and/or discharge as set forth in the RWC Warranty Program and this Agreement which include meeting the Warranty Standards upon notice from the Purchaser without the necessity of RWC intervention. In consideration of the fee structure granted, Member agrees to reimburse RWC and WPMIC for all costs and losses which either incurs, including, but not limited to, inspection, counsel and expert fees, relating to coverage during those periods when Member is the warrantor under the provisions of the applicable Limited Warranty book, regardless of whether Member has breached its obligations hereunder. 2. If Member fails or refuses to perform its warranty obligations under the RWC Warranty Program for any reason, WPMIC will perform the Member’s obligations. If WPMIC fulfills Member’s obligations or if WPMIC or RWC incurs any loss, cost or expense, including, but not limited to, inspection, attorney and expert fees, by reason of Member’s failure to perform hereunder or by reason of a dispute between Member and Purchaser, Member shall, upon demand, and regardless of whether Member is held liable to Purchaser, reimburse WPMIC and RWC for all expenses incurred in so performing or by reason of such failure or dispute, including, but not limited to, cost of materials, labor, architect fees, engineering fees, attorney fees, expert fees, incidental expenses including lodging, transportation and related expenses from Member and cost of collection of such reimbursement. In addition, Member shall indemnify and hold harmless WPMIC and RWC against due any and all expenses, including attorney fees, incurred by them as a result Liabilities of Member’s failure or refusal to perform or delay in performance. In addition, Member shall pay interest to RWC or WPMIC as appropriate, at the rate of eighteen percent (18%) per annum on all sums due to RWC or WPMIC hereunder if such sums are not paid within thirty (30) days of demand by RWC or WPMIC. 3. During that period when WPMIC is the Warrantor Seller under the provisions of the applicable Limited Warranty book, WPMIC represents that it will perform its obligations Policies with respect to warranted structural defects as set forth warranty Claims arising out of any and defined in the Program without the right of subrogation against the Member provided that: (a) the defect or symptoms all products of the subsequent occurrence Business manufactured, sold and/or shipped by Seller on or prior to the Closing Date (“Warranty Claims”), but only to the extent that aggregate Warranty Costs, as hereinafter defined, are less than the Claim Threshold, as hereinafter defined. Seller shall (and the Stockholders shall cause Seller to) reimburse Buyer for all of a defect first arose during its costs and expenses in connection with each such Warranty Claim (“Warranty Costs”), including the cost of repair or replacement with respect thereto, the cost of materials and labor employed in connection therewith, and allocations of overhead as determined by Buyer in its sole and absolute discretion which shall be final, conclusive and binding, but only to the extent that period when WPMIC is the Warrantor under aggregate of such Warranty Costs exceeds the provisions of the applicable Limited Warranty book for that home, detached garage, commercial building or remodeling project; andClaim Threshold. (b) Member did Subsequent to the date upon which aggregate Warranty Costs exceed the Claim Threshold, as determined by Buyer (the “Claim Threshold Date”), Buyer shall deliver to Seller an itemized written statement (the “Initial Warranty Costs Statement”) setting forth (i) all Warranty Claims received up to the date of such Initial Warranty Costs Statement (including Warranty Claims through the Claim Threshold Date); (ii) the remedial action taken with respect to each such Warranty Claim; (iii) the Warranty Costs to date with respect to each such Warranty Claim, based upon Buyer’s processing of, and performance with respect to, such Warranty Claim up to the date of such Initial Warranty Costs Statement; and (iv) the extent to which the aggregate Warranty Costs have exceeded the Claim Threshold (any such excess, the “Initial Reimbursement Amount”). Seller shall (and the Stockholders shall cause Seller to) pay to Buyer the Initial Reimbursement Amount not attempt to conceal or cosmetically repair the defect or symptoms later than fifteen (15) days after Seller’s receipt of the subsequent occurrence of a defect during that period when Member is the Warrantor under the provisions of the applicable Limited Initial Warranty book; andCosts Statement. (c) From time to time subsequent to Buyer’s delivery of the defect does Initial Warranty Costs Statement to Seller, but in no event more frequently than monthly, Buyer shall deliver an itemized written statement to Seller (the “Subsequent Warranty Costs Statement”) setting forth, with respect to all Warranty Claims received and/or processed and/or with respect to which services were performed during the period of time since the date of the Previous Statement, as hereinafter defined, (i) the remedial action taken with respect to each such Warranty Claim since the date of the Previous Statement; and (ii) the Warranty Costs with respect to each such Warranty Claim since the date of the Previous Statement, based upon Buyer’s processing of, and performance with respect to, such Warranty Claim up to the date of such Subsequent Costs Statement (such Warranty Costs, in the aggregate, the “Subsequent Reimbursement Amount”). Seller shall (and the Stockholders shall cause Seller to) pay to Buyer the Subsequent Reimbursement Amount not arise from Memberlater than fifteen (15) days after Seller’s failure to construct the home, detached garage, commercial building or remodeling project in compliance with RWC receipt of each Subsequent Warranty Standards; andCosts Statement. (d) For purposes of this Agreement, “Claim Threshold” shall mean Ten Thousand Dollars ($10,000.00); “Previous Statement” shall mean the defect does not arise from Member’s failure Initial Warranty Costs Statement or the immediately preceding Subsequent Warranty Costs Statement delivered by Buyer, as the case may be; and “Warranty Policies” shall mean the warranty policies of Seller in effect with respect to adhere to Member’s responsibilities hereunder. If Member repairs a warranted structural defect during the period where the Member is the Warrantor under the provisions relevant product as of the applicable Limited Warranty book, RWC must be notified. Member will remain responsible for all defects if the defect or its symptoms arose during the period when the Member was Warrantor under the provisions of the applicable Limited Warranty book and the Member failed to adequately repair the defect. Member must provide to RWC an inspection report from a licensed engineer showing repairs are in compliance with the plan of repair. 4. WPMIC represents that it will indemnify and hold Member harmless against the payment of any money judgment, order or decree made by an arbitrator, court or administrative agency of competent jurisdiction as a result of a breach by WPMIC of its representations contained in paragraph E.3. date hereof.

Warranty Obligations. 1. Member shall(a) Effective upon the consummation of the Closing, at its own expenseBuyer shall assume and agree to pay, perform all obligations and/or discharge as set forth in the RWC Warranty Program and this Agreement which include meeting the Warranty Standards upon notice from the Purchaser without the necessity of RWC intervention. In consideration of the fee structure granted, Member agrees to reimburse RWC and WPMIC for all costs and losses which either incurs, including, but not limited to, inspection, counsel and expert fees, relating to coverage during those periods when Member is the warrantor under the provisions of the applicable Limited Warranty book, regardless of whether Member has breached its obligations hereunder. 2. If Member fails or refuses to perform its warranty obligations under the RWC Warranty Program for any reason, WPMIC will perform the Member’s obligations. If WPMIC fulfills Member’s obligations or if WPMIC or RWC incurs any loss, cost or expense, including, but not limited to, inspection, attorney and expert fees, by reason of Member’s failure to perform hereunder or by reason of a dispute between Member and Purchaser, Member shall, upon demand, and regardless of whether Member is held liable to Purchaser, reimburse WPMIC and RWC for all expenses incurred in so performing or by reason of such failure or dispute, including, but not limited to, cost of materials, labor, architect fees, engineering fees, attorney fees, expert fees, incidental expenses including lodging, transportation and related expenses from Member and cost of collection of such reimbursement. In addition, Member shall indemnify and hold harmless WPMIC and RWC against due any and all expenses, including attorney fees, incurred by them as a result Liabilities of Member’s failure or refusal to perform or delay in performance. In addition, Member shall pay interest to RWC or WPMIC as appropriate, at the rate of eighteen percent (18%) per annum on all sums due to RWC or WPMIC hereunder if such sums are not paid within thirty (30) days of demand by RWC or WPMIC. 3. During that period when WPMIC is the Warrantor Seller under the provisions of the applicable Limited Warranty book, WPMIC represents that it will perform its obligations Policies with respect to warranted structural defects as set forth warranty Claims arising out of any and defined in the Program without the right of subrogation against the Member provided that: (a) the defect or symptoms all products of the subsequent occurrence Business manufactured, sold and/or shipped by Seller on or prior to the Closing Date (“Warranty Claims”), but only to the extent that aggregate Warranty Costs, as hereinafter defined, are less than the Claim Threshold, as hereinafter defined. Seller shall (and the Stockholder shall cause Seller to) reimburse Buyer for all of a defect first arose during its costs and expenses in connection with each such Warranty Claim (“Warranty Costs”), including the cost of repair or replacement with respect thereto, the cost of materials and labor employed in connection therewith, and allocations of overhead as determined by Buyer in its sole and absolute discretion which shall be final, conclusive and binding, but only to the extent that period when WPMIC is the Warrantor under aggregate of such Warranty Costs exceeds the provisions of the applicable Limited Warranty book for that home, detached garage, commercial building or remodeling project; andClaim Threshold. (b) Member did Subsequent to the date upon which aggregate Warranty Costs exceed the Claim Threshold, as determined by Buyer (the “Claim Threshold Date”), Buyer shall deliver to Seller an itemized written statement (the “Initial Warranty Costs Statement”) setting forth (i) all Warranty Claims received up to the date of such Initial Warranty Costs Statement (including Warranty Claims through the Claim Threshold Date); (ii) the remedial action taken with respect to each such Warranty Claim; (iii) the Warranty Costs to date with respect to each such Warranty Claim, based upon Buyer’s processing of, and performance with respect to, such Warranty Claim up to the date of such Initial Warranty Costs Statement; and (iv) the extent to which the aggregate Warranty Costs have exceeded the Claim Threshold (any such excess, the “Initial Reimbursement Amount”). Seller shall (and the Stockholder shall cause Seller to) pay to Buyer the Initial Reimbursement Amount not attempt to conceal or cosmetically repair the defect or symptoms later than fifteen (15) days after Seller’s receipt of the subsequent occurrence of a defect during that period when Member is the Warrantor under the provisions of the applicable Limited Initial Warranty book; andCosts Statement. (c) From time to time subsequent to Buyer’s delivery of the defect does Initial Warranty Costs Statement to Seller, but in no event more frequently than monthly, Buyer shall deliver an itemized written statement to Seller (the “Subsequent Warranty Costs Statement”) setting forth, with respect to all Warranty Claims received and/or processed and/or with respect to which services were performed during the period of time since the date of the Previous Statement, as hereinafter defined, (i) the remedial action taken with respect to each such Warranty Claim since the date of the Previous Statement; and (ii) the Warranty Costs with respect to each such Warranty Claim since the date of the Previous Statement, based upon Buyer’s processing of, and performance with respect to, such Warranty Claim up to the date of such Subsequent Costs Statement (such Warranty Costs, in the aggregate, the “Subsequent Reimbursement Amount”). Seller shall (and the Stockholder shall cause Seller to) pay to Buyer the Subsequent Reimbursement Amount not arise from Memberlater than fifteen (15) days after Seller’s failure to construct the home, detached garage, commercial building or remodeling project in compliance with RWC receipt of each Subsequent Warranty Standards; andCosts Statement. (d) For purposes of this Agreement, “Claim Threshold” shall mean Ten Thousand Dollars ($10,000.00); “Previous Statement” shall mean the defect does not arise from Member’s failure Initial Warranty Costs Statement or the immediately preceding Subsequent Warranty Costs Statement delivered by Buyer, as the case may be; and “Warranty Policies” shall mean the warranty policies of Seller in effect with respect to adhere to Member’s responsibilities hereunder. If Member repairs a warranted structural defect during the period where the Member is the Warrantor under the provisions relevant product as of the applicable Limited Warranty book, RWC must be notified. Member will remain responsible for all defects if the defect or its symptoms arose during the period when the Member was Warrantor under the provisions of the applicable Limited Warranty book and the Member failed to adequately repair the defect. Member must provide to RWC an inspection report from a licensed engineer showing repairs are in compliance with the plan of repair. 4. WPMIC represents that it will indemnify and hold Member harmless against the payment of any money judgment, order or decree made by an arbitrator, court or administrative agency of competent jurisdiction as a result of a breach by WPMIC of its representations contained in paragraph E.3. date hereof.

Warranty Obligations. 1. Member shall, at its own expense, perform all obligations as set forth in the RWC Warranty Program and this Agreement which include includes meeting the Warranty Standards upon notice from the Purchaser without the necessity of RWC intervention. In consideration of the fee structure granted, Member agrees to reimburse RWC and WPMIC for all costs and losses which either incurs, including, but not limited to, inspection, counsel and expert fees, fees relating to coverage during those periods when Member is the warrantor under the provisions Year 1 of the applicable Limited Warranty booka warranty on a converted unit in an enrolled building, regardless of whether Member has breached its obligations obliga- tions hereunder. 2. If Member fails or refuses to perform its warranty obligations under the RWC Warranty Program for any reason, WPMIC will perform the Member’s obligations. If WPMIC fulfills the Member’s obligations obligation or if WPMIC or RWC incurs any loss, cost or expense, expense including, but not limited to, inspectioninspec- tion, attorney and expert fees, by reason of Member’s failure to perform hereunder or by reason of a dispute between the Member and the Purchaser, Member shall, shall upon demand, and regardless of whether Member is held liable to Purchaser, reimburse WPMIC and RWC for all expenses incurred in so performing or by reason of such failure or dispute, including, including but not limited to, cost of materials, labor, architect fees, engineering fees, attorney fees, expert fees, incidental expenses including lodging, transportation and related expenses from Member and cost of collection of such reimbursementreimburse- ment. In addition, Member shall indemnify and hold harmless WPMIC and RWC against any and all expenses, including attorney fees, incurred by them as a result of Member’s failure or refusal to perform or delay in performance. In addition, Member shall pay interest to RWC or WPMIC WPMIC, as appropriate, at the rate of eighteen percent (18%) per annum on all sums due to RWC or WPMIC hereunder if such sums are not paid within thirty (30) days of demand by RWC or WPMIC. 3. During that period when WPMIC If the coverage selected for a particular conversion building is the Warrantor 5-Year Structural with 1-Year Workmanship Coverage, during Years 2 through 5, under the provisions of the applicable RWC Limited Warranty bookProgram covering a particular conversion unit, WPMIC represents respresents that it will perform its obligations with respect to warranted structural defects Major Structural Defects as set forth and defined in the RWC Limited Warranty Program without the right of subrogation against the Member provided that: (a) the defect or symptoms of the subsequent occurrence of a defect first arose during that period when WPMIC is after the Warrantor under the provisions expiration of Year 1 of the applicable Limited RWC Warranty book in effect for that home, detached garage, commercial building or remodeling projectconversion unit; and (b) Member did not attempt to conceal or cosmetically repair the defect or symptoms of the subsequent occurrence of a defect during that period when Member is the Warrantor under the provisions of the applicable Limited Warranty bookYear 1; and (c) the defect does not arise from Member’s failure to construct the home, detached garage, commercial building or remodeling project conversion unit in compliance with RWC Limited Warranty Program Standards; and (d) the defect does not arise from Member’s failure to adhere to Member’s responsibilities hereunder. If the Member repairs a warranted structural defect Major Structural Defect during the period where the Member is the Warrantor under the provisions of the applicable Limited Warranty bookYear 1, RWC must be notified. Member will remain responsible for all defects if the defect or its symptoms arose during the period when the Member was Warrantor under the provisions of the applicable Limited Warranty book in Year 1 and the Member failed to adequately repair the defect. Member must provide to RWC an inspection report from a licensed engineer showing repairs are in compliance with the plan of repair. 4. If the coverage selected for a particular building is the 2-Year Workmanship Coverage, during Year 2, under the RWC Limited Warranty Program covering a particular conversion unit, WPMIC represents that it will perform its obligations with respect to warranted workmanship items as set forth and defined in the RWC Limited Warranty Program without the right of subrogation against the Member provided that: (a) the defect or symptoms of the subsequent occurrence of a defect first arose after the expiration of Year 1 of the RWC Limited Warranty Program in effect for that conversion unit; and (b) Member did not attempt to conceal or cosmetically repair the defect or symptoms of the subsequent occurrence of a defect during Year 1; and (c) the defect does not arise from Member’s failure to construct the conversion unit in compliance with RWC Limited Warranty Program standards; and (d) the defect does not arise from Member’s failure to adhere to Member’s responsibilities hereunder. 5. WPMIC represents that it will indemnify and hold Member harmless against the payment of any money judgment, order or decree made by an arbitratorarbitra- tor, court or administrative agency of competent jurisdiction as a result of a the breach by WPMIC of its representations contained in paragraph E.3. E.3 or E.4 hereof.

Warranty Obligations. 1. Member shall, at its own expense, expense perform all obligations as set forth in the RWC MHWC Warranty Program and this Agreement which include meeting the Warranty Standards upon notice from the Purchaser without the necessity of RWC MHWC intervention. In consideration of the fee structure granted, Member agrees to reimburse RWC MHWC and WPMIC for all costs and losses which either incurs, including, but not limited to, inspection, counsel and expert fees, fees relating to coverage during those periods when Member is the warrantor under the provisions Year 1 of the applicable Limited Warranty booka warranty on a home, regardless of whether Member has breached its obligations hereunder. 2. If Member fails or refuses to perform its warranty obligations under the RWC MHWC Warranty Program for any reason, WPMIC will perform the Member’s obligations. If WPMIC fulfills Member’s obligations obligation or if WPMIC or RWC MHWC incurs any loss, cost or expense, expense including, but not limited to, inspection, attorney and expert fees, fees by reason of Member’s failure to perform hereunder or by reason of a dispute between the Member and Purchaser, Member shall, upon demand, and regardless of whether Member is held liable to Purchaser, reimburse WPMIC and RWC MHWC for all expenses incurred in so performing or by reason of such failure or dispute, dispute including, but not limited to, cost of materials, labor, architect fees, engineering fees, attorney fees, expert fees, incidental expenses including lodging, transportation and related expenses from the Member and cost of collection of such reimbursement. In addition, Member shall indemnify and hold harmless WPMIC and RWC MHWC against any and all expenses, including attorney fees, incurred by them as a result of Member’s failure or refusal to perform or delay in performance. In addition, Member shall pay interest to RWC MHWC or WPMIC WPMIC, as appropriate, at the rate of eighteen percent (18%) per annum on all sums due to RWC MHWC or WPMIC hereunder if such sums are not paid within thirty (30) days of demand by RWC MHWC or WPMIC. 3. During that period when WPMIC is the Warrantor Years 2 through 10 under the provisions of the applicable Limited MHWC Warranty bookProgram covering a particular home, WPMIC represents that it will perform its obligations with respect to warranted structural defects as set forth and defined in the Program without the right of subrogation against the Member provided that: (a) the defect defect, or symptoms of the a subsequent occurrence of a defect defect, first arose during that period when WPMIC is after the Warrantor under the provisions expiration of Year 1 of the applicable Limited Warranty book in effect for that home, detached garage, commercial building or remodeling project; and (b) Member did not attempt to conceal or cosmetically repair the defect defect, or symptoms of the a subsequent occurrence of a defect during that period when Member is the Warrantor under the provisions of the applicable Limited Warranty bookYear 1; and (c) the defect does not arise from Member’s failure to construct the home, detached garage, commercial building or remodeling project home in compliance with RWC MHWC Warranty Program Standards; and (d) the defect does not arise from Member’s failure to adhere to Member’s responsibilities hereunder. If the Member repairs a warranted structural defect during the period where the Member is the Warrantor under the provisions of the applicable Limited Warranty bookYear 1, RWC MHWC must be notified. Member will remain responsible for all defects if the defect or its symptoms arose during the period when the Member was Warrantor under the provisions of the applicable Limited Warranty book in Year 1 and the Member failed to adequately repair the defect. Member must provide to RWC MHWC an inspection report from a licensed engineer showing repairs are in compliance with the plan of repair. 4. WPMIC represents that it will indemnify and hold Member harmless against the payment of any money judgment, order or decree made by an arbitrator, court or administrative agency of competent jurisdiction as a result of a the breach by WPMIC of its representations contained in paragraph E.3. hereof.

Warranty Obligations. 1. The Member shall, at its own expense, perform all obligations as set forth in the RWC Detached Garage Warranty Program and this Agreement which include meeting the Warranty Standards upon notice from the Purchaser Customer without the necessity of RWC intervention. In consideration of the fee structure granted, Member agrees to reimburse RWC and WPMIC for all costs and losses which either incurs, including, but not limited to, inspection, counsel and expert fees, fees relating to coverage during those periods when Member is the warrantor under the provisions Year 1 of the applicable Limited Warranty booka war- ranty on a detached garage, regardless of whether Member has breached its obligations hereunder. 2. If the Member fails or refuses to perform its warranty obligations under the RWC Detached Garage Warranty Program for any reason, WPMIC will perform the Member’s 's obligations. If WPMIC fulfills the Member’s 's obligations or if WPMIC or RWC incurs any loss, cost or expense, expense including, but not limited to, inspection, attorney and expert fees, fees by reason of Member’s 's failure to perform hereunder per- form hereunder, or by reason of a dispute between the Member and Purchaserthe Customer, Member shall, upon demand, and regardless of whether Member is held liable to PurchaserCustomer, reimburse WPMIC and RWC for all expenses incurred in so performing or by reason of such failure or dispute, including, but not limited to, cost of materials, labor, architect fees, engineering fees, attorney fees, expert fees, incidental expenses including lodging, transportation and related expenses from the Member and cost of collection of such reimbursement. In addition, Member shall indemnify and hold harmless WPMIC and RWC against any and all expenses, including attorney fees, incurred by them as a result of Member’s 's failure or refusal to perform or delay in performance. In additionaddi- tion, Member shall pay interest to RWC or WPMIC WPMIC, as appropriate, at the rate of eighteen percent (18%) per annum on all sums due to RWC or WPMIC hereunder if such sums are not paid within thirty (30) 30 days of demand by RWC or WPMIC. 3. During that period when WPMIC is the Warrantor Years 2 through 5 under the provisions of the applicable Limited RWC Detached Garage Warranty bookProgram covering a particular detached garage, WPMIC represents that it will perform its obligations with respect to warranted structural defects Designated Structural Elements as set forth and defined in the RWC Detached Garage Warranty Program without the right of subrogation against the Member provided that: (a) the defect or symptoms of the subsequent occurrence of a defect first arose during that period when WPMIC is after the Warrantor expiration of Year 1 under the provisions of the applicable Limited RWC De- tached Garage Warranty book Program in effect for that home, detached garage, commercial building or remodeling project; and (b) the Member did not attempt to conceal or cosmetically repair the defect or symptoms of the subsequent occurrence of a defect during that period when Member is the Warrantor under the provisions of the applicable Limited Warranty bookYear 1; and (c) the defect does did not arise from the Member’s failure to construct the home, detached garage, commercial building or remodeling project garage in compliance with RWC Warranty StandardsXxxx- dards; and (d) the defect does not arise from Member’s 's failure to adhere to Member’s 's responsibilities hereunder. If the Member repairs a warranted structural defect Designated Structural Element during the period where the Member is the Warrantor under the provisions of the applicable Limited Warranty bookYear 1, RWC must be notified. Member will remain responsible for all defects if the defect or its symptoms arose during the period when the Member was Warrantor under the provisions of the applicable Limited Warranty book defect arose in Year 1 and the Member failed to adequately repair the defect. Member must provide to RWC an inspection report from a licensed engineer showing repairs are in compliance with the plan of repair. 4. WPMIC represents that it will indemnify and hold Member harmless against the payment of any money judgment, order or decree xx- xxxx made by an arbitrator, court or administrative agency of competent jurisdiction as a result of a the breach by WPMIC of its representations contained in paragraph E.3. E.3 hereof.

Warranty Obligations. 1. The Member shall, at its own expense, perform all obligations as set forth in the RWC Detached Garage Warranty Program and this Agreement which include meeting the Warranty Standards upon notice from the Purchaser Customer without the necessity of RWC intervention. In consideration of the fee structure granted, Member agrees to reimburse RWC and WPMIC for all costs and losses which either incurs, including, but not limited to, inspection, counsel and expert fees, fees relating to coverage during those periods when Member is the warrantor under the provisions Year 1 of the applicable Limited Warranty booka war- ranty on a detached garage, regardless of whether Member has breached its obligations hereunder. 2. If the Member fails or refuses to perform its warranty obligations under the RWC Detached Garage Warranty Program for any reason, WPMIC will perform the Member’s 's obligations. If WPMIC fulfills the Member’s 's obligations or if WPMIC or RWC incurs any loss, cost or expense, expense including, but not limited to, inspection, attorney and expert fees, fees by reason of Member’s 's failure to perform hereunder per- form hereunder, or by reason of a dispute between the Member and Purchaserthe Customer, Member shall, upon demand, and regardless of whether Member is held liable to PurchaserCustomer, reimburse WPMIC and RWC for all expenses incurred in so performing or by reason of such failure or dispute, including, but not limited to, cost of materials, labor, architect fees, engineering fees, attorney fees, expert fees, incidental expenses including lodging, transportation and related expenses from the Member and cost of collection of such reimbursement. In addition, Member shall indemnify and hold harmless WPMIC and RWC against any and all expenses, including attorney fees, incurred by them as a result of Member’s 's failure or refusal to perform or delay in performance. In additionaddi- tion, Member shall pay interest to RWC or WPMIC WPMIC, as appropriate, at the rate of eighteen percent (18%) per annum on all sums due to RWC or WPMIC hereunder if such sums are not paid within thirty (30) 30 days of demand by RWC or WPMIC. 3. During that period when WPMIC is the Warrantor Years 2 through 5 under the provisions of the applicable Limited RWC Detached Garage Warranty bookProgram covering a particular detached garage, WPMIC represents that it will perform its obligations with respect to warranted structural defects Designated Structural Elements as set forth and defined in the RWC Detached Garage Warranty Program without the right of subrogation against the Member provided that: (aa.) the defect or symptoms of the subsequent occurrence of a defect first arose during that period when WPMIC is after the Warrantor expiration of Year 1 under the provisions of the applicable Limited RWC De- tached Garage Warranty book Program in effect for that home, detached garage, commercial building or remodeling project; and (bb.) the Member did not attempt to conceal or cosmetically repair the defect or symptoms of the subsequent occurrence of a defect during that period when Member is the Warrantor under the provisions of the applicable Limited Warranty bookYear 1; and (cc.) the defect did not arise from the Member’s failure to construct the detached garage in compliance with RWC Warranty Xxxx- dards; and d.) the defect does not arise from Member’s failure to construct the home, detached garage, commercial building or remodeling project in compliance with RWC Warranty Standards; and (d) the defect does not arise from Member’s 's failure to adhere to Member’s 's responsibilities hereunder. If the Member repairs a warranted structural defect Designated Structural Element during the period where the Member is the Warrantor under the provisions of the applicable Limited Warranty bookYear 1, RWC must be notified. Member will remain responsible for all defects if the defect or its symptoms arose during the period when the Member was Warrantor under the provisions of the applicable Limited Warranty book defect arose in Year 1 and the Member failed to adequately repair the defect. Member must provide to RWC an inspection report from a licensed engineer showing repairs are in compliance with the plan of repair. 4. WPMIC represents that it will indemnify and hold Member harmless against the payment of any money judgment, order or decree xx- xxxx made by an arbitrator, court or administrative agency of competent jurisdiction as a result of a the breach by WPMIC of its representations contained in paragraph E.3. E.3 hereof.

Warranty Obligations. 1Seller warrants that, for a period of 30 days following Delivery, the Software shall perform in all material respects according to the specifications provided. Member shall, at Seller does not warrant that the Software is free of minor Errors that do not materially affect its own expense, perform all obligations as set forth performance. If Buyer determines that any Error in the RWC Warranty Program and this Agreement which include meeting Licensed Software during the Warranty Standards upon notice from the Purchaser without the necessity of RWC intervention. In consideration of the fee structure grantedwarranty period contemplated above cannot be rectified, Member agrees to reimburse RWC and WPMIC for all costs and losses which either incurs, including, but not limited to, inspection, counsel and expert fees, relating to coverage during those periods when Member is the warrantor under the provisions of the applicable Limited Warranty book, regardless of whether Member has breached its obligations hereunder. 2. If Member fails or refuses to perform its warranty obligations under the RWC Warranty Program for any reason, WPMIC then Buyer will perform the Member’s obligations. If WPMIC fulfills Member’s obligations or if WPMIC or RWC incurs any loss, cost or expense, including, but not limited to, inspection, attorney and expert fees, by reason of Member’s failure to perform hereunder or by reason of a dispute between Member and Purchaser, Member shall, upon demand, and regardless of whether Member is held liable to Purchaser, reimburse WPMIC and RWC for all expenses incurred in so performing or by reason notify Seller of such failure or dispute, including, but Error and Seller shall promptly correct all programming errors (not limited to, cost of materials, labor, architect fees, engineering fees, attorney fees, expert fees, incidental expenses including lodging, transportation and related expenses from Member and cost of collection of such reimbursement. In addition, Member shall indemnify and hold harmless WPMIC and RWC against any and all expenses, including attorney fees, incurred by them as a result of Member’s failure or refusal to perform or delay in performance. In addition, Member shall pay interest to RWC or WPMIC as appropriate, at the rate of eighteen percent (18%) per annum on all sums due to RWC or WPMIC hereunder if such sums are not paid within exceed thirty (30) days of demand by RWC or WPMIC. 3. During that period when WPMIC is for substantial errors) which impact the Warrantor under the provisions functioning of the Software to repair or replace at its option and without cost to Buyer all Software not performing substantially in accordance with the Specifications or otherwise not meeting the warranties set forth above. Seller shall maintain the closest co-operation with Buyer in order to maintain the operation of the Licensed Software in accordance with the Specification during the applicable Limited Warranty book, WPMIC represents warranty period. Seller warrants that it will perform has good and valuable title to the Licensed Software and that neither the fulfilment of its obligations nor the exercise by Buyer of any of its rights under this Licence Agreement will infringe the rights of any third party. No consideration in addition to the license fees will be payable by Buyer to Seller and/or to any third party in respect of the use by Buyer of the Licensed Software for the lifetime of the system notwithstanding any license fees which may be or become payable by Seller. The warranty afforded to Buyer is nullified if the fault or Error which would otherwise be covered by the warranty is caused by: use of parts or software used in conjunction with respect the Licensed Software which are not recommended by Seller in writing or manuals, maintenance conducted by Buyer or third parties not authorized or accredited by Seller to warranted structural defects as set forth and defined in do so, electrical surges, water damage, heat, fire or physical damage. Seller warrants that the Program without the right of subrogation against the Member provided thatLicensed Software: (a) the defect or symptoms of the subsequent occurrence of a defect first arose during that period when WPMIC is the Warrantor under the provisions of the shall comply with all applicable Limited Warranty book for that home, detached garage, commercial building or remodeling projectlaws and regulations known and applicable at contract signing date; and (b) Member did not attempt to conceal or cosmetically repair the defect or symptoms of the subsequent occurrence of a defect during that period when Member is the Warrantor under the provisions of the applicable Limited Warranty bookshall be free from malicious software; and (c) the defect does not arise from Member’s failure to construct the home, detached garage, commercial building or remodeling project in compliance with RWC Warranty Standards; and (d) the defect does not arise from Member’s failure to adhere to Member’s responsibilities hereunder. If Member repairs a warranted structural defect during the period where the Member is the Warrantor under the provisions of the applicable Limited Warranty book, RWC must be notified. Member will remain responsible for all defects if the defect or its symptoms arose during the period when the Member was Warrantor under the provisions of the applicable Limited Warranty book and the Member failed to adequately repair the defect. Member must provide to RWC an inspection report from a licensed engineer showing repairs are in compliance with the plan of repair. 4. WPMIC represents that it will indemnify and hold Member harmless against the payment of any money judgment, order or decree made by an arbitrator, court or administrative agency of competent jurisdiction as a result of a breach by WPMIC of its representations contained in paragraph E.3. hereof.Draft

Warranty Obligations. 1. Member shall(a) Effective upon the consummation of the Closing, at its own expenseBuyer shall assume and agree to pay, perform all obligations and/or discharge as set forth in the RWC Warranty Program and this Agreement which include meeting the Warranty Standards upon notice from the Purchaser without the necessity of RWC intervention. In consideration of the fee structure granted, Member agrees to reimburse RWC and WPMIC for all costs and losses which either incurs, including, but not limited to, inspection, counsel and expert fees, relating to coverage during those periods when Member is the warrantor under the provisions of the applicable Limited Warranty book, regardless of whether Member has breached its obligations hereunder. 2. If Member fails or refuses to perform its warranty obligations under the RWC Warranty Program for any reason, WPMIC will perform the Member’s obligations. If WPMIC fulfills Member’s obligations or if WPMIC or RWC incurs any loss, cost or expense, including, but not limited to, inspection, attorney and expert fees, by reason of Member’s failure to perform hereunder or by reason of a dispute between Member and Purchaser, Member shall, upon demand, and regardless of whether Member is held liable to Purchaser, reimburse WPMIC and RWC for all expenses incurred in so performing or by reason of such failure or dispute, including, but not limited to, cost of materials, labor, architect fees, engineering fees, attorney fees, expert fees, incidental expenses including lodging, transportation and related expenses from Member and cost of collection of such reimbursement. In addition, Member shall indemnify and hold harmless WPMIC and RWC against due any and all expenses, including attorney fees, incurred by them as a result Liabilities of Member’s failure or refusal to perform or delay in performance. In addition, Member shall pay interest to RWC or WPMIC as appropriate, at the rate of eighteen percent (18%) per annum on all sums due to RWC or WPMIC hereunder if such sums are not paid within thirty (30) days of demand by RWC or WPMIC. 3. During that period when WPMIC is the Warrantor Seller under the provisions of the applicable Limited Warranty book, WPMIC represents that it will perform its obligations Policies with respect to warranted structural defects as set forth warranty Claims arising out of any and defined in the Program without the right of subrogation against the Member provided that: (a) the defect or symptoms all products of the subsequent occurrence Business manufactured, sold and/or shipped by Seller on or prior to the Closing Date (“Warranty Claims”), but only to the extent that aggregate Warranty Costs, as hereinafter defined, are less than the Claim Threshold, as hereinafter defined. Seller shall (and the Stockholder shall cause Seller to) reimburse Buyer for all of a defect first arose during its costs and expenses in connection with each such Warranty Claim (“Warranty Costs”), including the cost of repair or replacement with respect thereto, the cost of materials and labor employed in connection therewith, and allocations of overhead as determined by Buyer in its sole and absolute discretion which shall be final, conclusive and binding, but only to the extent that period when WPMIC is the Warrantor under aggregate of such Warranty Costs exceeds the provisions of the applicable Limited Warranty book for that home, detached garage, commercial building or remodeling project; andClaim Threshold. (b) Member did Subsequent to the date upon which aggregate Warranty Costs exceed the Claim Threshold, as determined by Buyer (the “Claim Threshold Date”), Buyer shall deliver to Seller an itemized written statement (the “Initial Warranty Costs Statement”) setting forth (i) all Warranty Claims received up to the date of such Initial Warranty Costs Statement (including Warranty Claims through the Claim Threshold Date); (ii) the remedial action taken with respect to each such Warranty Claim; (iii) the Warranty Costs to date with respect to each such Warranty Claim, based upon Buyer’s processing of, and performance with respect to, such Warranty Claim up to the date of such Initial Warranty Costs Statement; and (iv) the extent to which the aggregate Warranty Costs have exceeded the Claim Threshold (any such excess, the “Initial Reimbursement Amount”). Seller shall (and the Stockholder shall cause Seller to) pay to Buyer the Initial Reimbursement Amount not attempt to conceal or cosmetically repair the defect or symptoms later than fifteen (15) days after Seller’s receipt of the subsequent occurrence of a defect during that period when Member is the Warrantor under the provisions of the applicable Limited Initial Warranty book; andCosts Statement. (c) From time to time subsequent to Buyer’s delivery of the defect does Initial Warranty Costs Statement to Seller, but in no event more frequently than monthly, Buyer shall deliver an itemized written statement to Seller (the “Subsequent Warranty Costs Statement”) setting forth, with respect to all Warranty Claims received and/or processed and/or with respect to which services were performed during the period of time since the date of the Previous Statement, as hereinafter defined, (i) the remedial action taken with respect to each such Warranty Claim since the date of the Previous Statement; and (ii) the Warranty Costs with respect to each such Warranty Claim since the date of the Previous Statement, based upon Buyer’s processing of, and performance with respect to, such Warranty Claim up to the date of such Subsequent Costs Statement (such Warranty Costs, in the aggregate, the “Subsequent Reimbursement Amount”). Seller shall (and the Stockholder shall cause Seller to) pay to Buyer the Subsequent Reimbursement Amount not arise from Memberlater than fifteen (15) days after Seller’s failure to construct the home, detached garage, commercial building or remodeling project in compliance with RWC receipt of each Subsequent Warranty Standards; andCosts Statement. (d) For purposes of this Agreement, “Claim Threshold” shall mean Fifteen Thousand Dollars ($15,000.00) based upon Seller’s aggregate revenue for the defect does not arise from Member’s failure most recent six (6) month period (multiplied by .5%); “Previous Statement” shall mean the Initial Warranty Costs Statement or the immediately preceding Subsequent Warranty Costs Statement delivered by Buyer, as the case may be; and “Warranty Policies” shall mean the warranty policies of Seller in effect with respect to adhere to Member’s responsibilities hereunder. If Member repairs a warranted structural defect during the period where the Member is the Warrantor under the provisions relevant product as of the applicable Limited Warranty book, RWC must be notified. Member will remain responsible for all defects if the defect or its symptoms arose during the period when the Member was Warrantor under the provisions of the applicable Limited Warranty book and the Member failed to adequately repair the defect. Member must provide to RWC an inspection report from a licensed engineer showing repairs are in compliance with the plan of repair. 4. WPMIC represents that it will indemnify and hold Member harmless against the payment of any money judgment, order or decree made by an arbitrator, court or administrative agency of competent jurisdiction as a result of a breach by WPMIC of its representations contained in paragraph E.3. date hereof.

Warranty Obligations. 1. Member shall(a) Following the Closing Date, at its own expense, perform all obligations as set forth in the RWC Warranty Program and this Agreement which include meeting the Warranty Standards upon notice from the Purchaser without will perform in a cost-effective manner all Warranty Obligations. The Warranty Obligations to be paid, performed, and discharged by the necessity of RWC intervention. In consideration of Purchaser will be limited only to the fee structure granted, Member agrees obligations required to reimburse RWC and WPMIC for all costs and losses which either incurs, including, but not limited to, inspection, counsel and expert fees, relating be performed pursuant to coverage during those periods when Member is the warrantor under the provisions terms of the applicable Limited Warranty bookwarranties of the Sellers in effect as of the Closing and shall exclude any services, regardless upgrades, customer satisfaction work or additions provided voluntarily to any customer and not specifically required to be performed or provided pursuant to the terms of whether Member has breached its obligations hereunder. 2any such warranties. If Member fails Products will be deemed to be “manufactured, sold and shipped” prior to the Closing Date if such products were manufactured, sold, and shipped, and, if required under the terms of the applicable contract, the customer had completed acceptance testing of such products, prior to the Closing Date; products that were not so manufactured, sold and shipped and accepted prior to the Closing Date or refuses were in raw materials or work in process Inventory will not be deemed to perform its have been manufactured, sold and shipped prior to the Closing Date and any warranty obligations under with respect to such products will be the RWC sole responsibility of the Purchaser. As consideration for the Purchaser’s performance of the Warranty Program Obligations, the Sellers will reimburse the Purchaser for any reasonthe reasonable direct material and labor costs actually incurred by the Purchaser or its Affiliates in performing such Warranty Obligations but only to the extent that the aggregate amount of all such costs incurred by the Purchaser or its Affiliates in performing all such Warranty Obligations exceeds $200,000 (the “Warranty Threshold”), WPMIC will perform whereupon the Member’s obligations. If WPMIC fulfills Member’s obligations or if WPMIC or RWC incurs any loss, cost or expense, including, but not limited to, inspection, attorney and expert fees, by reason of Member’s failure to perform hereunder or by reason of a dispute between Member and Purchaser, Member shall, upon demand, and regardless of whether Member is held liable to Purchaser, Sellers shall reimburse WPMIC and RWC the Purchaser for all expenses incurred in so performing or such costs above the Warranty Threshold, subject to the limitations set forth herein. The reimbursement by reason of such failure or dispute, including, but not limited to, cost of materials, labor, architect fees, engineering fees, attorney fees, expert fees, incidental expenses including lodging, transportation and related expenses from Member and cost of collection of such reimbursement. In addition, Member shall indemnify and hold harmless WPMIC and RWC against any and all expenses, including attorney fees, incurred by them as a result of Member’s failure or refusal to perform or delay in performance. In addition, Member shall pay interest to RWC or WPMIC as appropriate, at the rate of eighteen percent (18%) per annum on all sums due to RWC or WPMIC hereunder if such sums are not paid Sellers for the Warranty Obligations is payable within thirty (30) days of demand by RWC or WPMIC. 3. During that period when WPMIC is the Warrantor under the provisions Days of the applicable Limited Warranty book, WPMIC represents that it will perform its obligations with respect to warranted structural defects as set forth and defined in Sellers’ receipt of an invoice from the Program without the right of subrogation against the Member provided that: (a) the defect or symptoms Purchaser accompanied by a summary of the subsequent occurrence of Warranty Obligations completed, which shall include, at a defect first arose during that period when WPMIC is minimum, the Warrantor under the provisions of the applicable Limited Warranty book for that homeTelefonix Part Number, detached garageCustomer Part Number, commercial building or remodeling project; andserial number, MOD level (if applicable), original ship date, customer RMA description and a repair summary. (b) Member did not attempt Purchaser shall use commercially reasonable efforts to conceal minimize direct costs associated with any such Warranty Obligations. Purchaser shall maintain detailed records and reports showing claims made by customers, non-warranty and warranty determinations and detailed costing (including, without limitation, material and labor costs) for each Warranty Obligation paid, performed, or cosmetically repair the defect or symptoms of the subsequent occurrence of a defect during that period when Member is the Warrantor under the provisions of the applicable Limited discharged by Purchaser. Upon Sellers’ request, Purchaser shall promptly provide all such detailed records and reports with respect to any Warranty book; andObligations to Sellers for their review. (c) The Purchaser shall provide prior written notice to the defect does not arise from Member’s failure Sellers if such Warranty Obligations, are expected to construct exceed $10,000 individually or $50,000 in the homeaggregate, detached garage, commercial building for a particular customer or remodeling project in compliance with RWC Warranty Standards; anda particular product. (d) If Sellers object to the defect does not arise from MemberPurchaser’s failure payment, performance or discharge of any Warranty Obligations or any request for reimbursement thereof, then Sellers shall deliver a notice of a dispute to adhere the Purchaser and the Parties shall thereafter reasonably cooperate with one another and endeavor in good faith to Member’s responsibilities hereunderreach an agreement on the disputed amounts and Warranty Obligations and neither Sellers shall be required to reimburse or make any payments to Purchaser with respect thereto until the Parties resolve the dispute. If Member repairs a warranted structural defect during the period where Parties are unable to reach an agreement within fifteen (15) days after the Member is delivery of such dispute notice by the Warrantor under Sellers to Purchaser, then the provisions Parties may adjudicate the dispute. (e) Notwithstanding anything to the contrary, Seller shall not be obligated to reimburse Purchaser for any costs related to the performance of the applicable Limited Warranty bookObligations: (i) if such costs relate to the work performed by or actions of the Purchaser or its Affiliates; (ii) if such costs relate to extended product warranties that are negotiated or given by the Purchaser after the Closing; and (iii) any overhead costs associated with Purchaser’s performance of the Warranty Obligations. (f) In addition to the foregoing, RWC must be notified. Member will remain responsible for all defects notwithstanding anything to the contrary, (i) if the defect Purchaser generates revenue in connection with the performance of any Warranty Obligations and the amount of such revenue exceeds the costs actually incurred by the Purchaser or its symptoms arose during Affiliates in performing such Warranty Obligations, then the period when Sellers shall not be obligated to reimburse the Member was Warrantor under Purchaser for any such costs and such costs shall not count towards the provisions of Warranty Threshold; (ii) if the applicable Limited Warranty book and the Member failed to adequately repair the defect. Member must provide to RWC an inspection report from a licensed engineer showing repairs are net revenues generated in compliance connection with the plan of repair. 4. WPMIC represents that it will indemnify and hold Member harmless against the payment performance of any money judgmentWarranty Obligations are less than the costs actually incurred by the Purchaser or its Affiliates in performing such Warranty Obligations, order then the Sellers shall only be obligated to reimburse the Purchaser for an amount equal to the lesser of (A) the costs actually incurred by the Purchaser or decree made its Affiliates in performing such Warranty Obligations less the total revenue generated in connection with the performance of such Warranty Obligations, or (B) the costs actually incurred by an arbitratorthe Purchaser or its Affiliates in performing such Warranty Obligations (the “Net Cost”), court or administrative agency of competent jurisdiction as a result of a breach by WPMIC of its representations contained in paragraph E.3. hereofand only the Net Cost shall be counted towards the Warranty Threshold.

Warranty Obligations. 1. Member shall, at its own expense, perform all obligations as set forth in the RWC HOME Warranty Program and this Agreement which include meeting the Warranty Standards upon notice from the Purchaser without the necessity of RWC HOME intervention. In consideration of the fee structure granted, Member agrees to reimburse RWC HOME and WPMIC WUIC for all costs and losses which either incurs, including, but not limited to, inspection, counsel and expert fees, relating to coverage during those periods when Member is the warrantor under the provisions of the applicable Limited Warranty book, regardless of whether Member has breached its obligations hereunder. 2. If Member fails or refuses to perform its warranty obligations under the RWC HOME Warranty Program for any reason, WPMIC WUIC will perform the Member’s obligations. If WPMIC WUIC fulfills Member’s obligations or if WPMIC WUIC or RWC HOME incurs any loss, cost or expense, including, but not limited to, inspection, attorney and expert fees, by reason of Member’s failure to perform hereunder or by reason of a dispute between Member and Purchaser, Member shall, upon demand, and regardless of whether Member is held liable to Purchaser, reimburse WPMIC WUIC and RWC HOME for all expenses incurred in so performing or by reason of such failure or dispute, including, but not limited to, cost of materials, labor, architect fees, engineering fees, attorney fees, expert fees, incidental expenses including lodging, transportation and related expenses from Member and cost of collection of such reimbursement. In addition, Member shall indemnify and hold harmless WPMIC WUIC and RWC HOME against any and all expenses, including attorney fees, incurred by them as a result of Member’s failure or refusal to perform or delay in performance. In addition, Member shall pay interest to RWC HOME or WPMIC WUIC as appropriate, at the rate of eighteen percent (18%) per annum on all sums due to RWC HOME or WPMIC WUIC hereunder if such sums are not paid within thirty (30) days of demand by RWC HOME or WPMICWUIC. 3. During that period when WPMIC WUIC is the Warrantor under the provisions of the applicable Limited Warranty book, WPMIC WUIC represents that it will perform its obligations with respect to warranted structural defects as set forth and defined in the Program without the right of subrogation against the Member provided that: (a) the defect or symptoms of the subsequent occurrence of a defect first arose during that period when WPMIC WUIC is the Warrantor under the provisions of the applicable Limited Warranty book for that home, detached garage, commercial building home or remodeling project; and (b) Member did not attempt to conceal or cosmetically repair the defect or symptoms of the subsequent occurrence of a defect during that period when Member is the Warrantor under the provisions of the applicable Limited Warranty book; and (c) the defect does not arise from Member’s failure to construct the home, detached garage, commercial building home or remodeling project in compliance with RWC HOME Warranty Standards; and (d) the defect does not arise from Member’s failure to adhere to Member’s responsibilities hereunder. If Member repairs a warranted structural defect during the period where the Member is the Warrantor under the provisions of the applicable Limited Warranty book, RWC HOME must be notified. Member will remain responsible for all defects if the defect or its symptoms arose during the period when the Member was Warrantor under the provisions of the applicable Limited Warranty book and the Member failed to adequately repair the defect. Member must provide to RWC HOME an inspection report from a licensed engineer showing repairs are in compliance with the plan of repair. 4. WPMIC WUIC represents that it will indemnify and hold Member harmless against the payment of any money judgment, order or decree made by an arbitrator, court or administrative agency of competent jurisdiction as a result of a breach by WPMIC WUIC of its representations contained in paragraph E.3. hereof.

Warranty Obligations. 1. Member shall(a) Further to Section 2.3(c), at its own expenseBuyer shall perform, perform fulfill and discharge all product warranty obligations as set forth created by Seller, and shall remedy and resolve all claims arising from manufacturing or design defects (excluding product liability claims), in either case with respect to products and services sold or provided by Seller prior to the RWC Warranty Program and this Agreement which include meeting Closing in connection with the Warranty Standards upon notice from the Purchaser without the necessity of RWC intervention. In consideration operation of the fee structure granted, Member Business. Seller agrees to reimburse RWC Buyer for any and WPMIC for all costs and losses which either incurs, including, but not limited to, inspection, counsel and expert fees, relating to coverage during those periods when Member is <PAGE> 45 reasonably incurred by it in connection with the warrantor under the provisions performance of the applicable Limited Warranty book, regardless of whether Member has breached its obligations hereunder. 2. If Member fails or refuses to perform its warranty obligations under the RWC Warranty Program for any reason, WPMIC will perform foregoing sentence with respect to valid warranty or defect claims asserted prior to the Member’s obligationsexpiration of all warranties made by Seller with respect to products or services sold or provided by Seller in connection with Seller's operation of the Business prior to the Closing Date. If WPMIC fulfills Member’s obligations or if WPMIC or RWC incurs any loss, cost or expense, including, but not limited to, inspection, attorney and expert fees, by reason of Member’s failure to perform hereunder or by reason of a dispute between Member and Purchaser, Member shall, upon demand, and regardless of whether Member is held liable to Purchaser, reimburse WPMIC and RWC for all expenses incurred in so performing or by reason of such failure or dispute, including, but not limited to, cost of materials, labor, architect fees, engineering fees, attorney fees, expert fees, incidental expenses including lodging, transportation and related expenses from Member and cost of collection of such reimbursement. In addition, Member shall indemnify and hold harmless WPMIC and RWC against any and all expenses, including attorney fees, costs are incurred by them as Buyer, Buyer shall deliver to Seller an invoice which includes a result detailed description of Member’s failure the warranty or refusal to perform or delay in performancedefect claims and the warranty work and/or other corrective actions provided by Buyer with respect thereto and an accounting of the costs incurred by Seller therefrom. In addition, Member Seller shall pay interest to RWC or WPMIC as appropriate, at the rate of eighteen percent (18%) per annum on all sums due to RWC or WPMIC hereunder if any such sums are not paid invoice within thirty (30) days of demand by RWC or WPMICits receipt. 3. During that period when WPMIC is the Warrantor under the provisions of the applicable Limited Warranty book, WPMIC represents that it will perform its obligations with respect to warranted structural defects as set forth and defined in the Program without the right of subrogation against the Member provided that: (a) the defect or symptoms of the subsequent occurrence of a defect first arose during that period when WPMIC is the Warrantor under the provisions of the applicable Limited Warranty book for that home, detached garage, commercial building or remodeling project; and (b) Member did not attempt In the event that Seller disputes any amount for which Seller has been invoiced by Buyer pursuant to conceal or cosmetically repair Section 8.17(a), Seller shall provide to Buyer a written notice of such dispute, which notice shall describe the defect or symptoms disputed amount and the invoiced items in question (a "Dispute Notice"), within twenty (20) days following Seller's receipt of the subsequent occurrence invoice. In the event of a defect during that period when Member is any such dispute, Seller shall only be required to pay to Buyer the Warrantor under undisputed portion of such invoice until resolution thereof. Seller and Buyer agree to negotiate in good faith to resolve any such disputed amount. If Seller and Buyer are unable to resolve all disagreements properly identified by Seller pursuant to the provisions Dispute Notice within thirty (30) days after delivery of such Dispute Notice by Seller to Buyer, then such disagreement shall be submitted to the Chief Financial Officers (or equivalent officers) of Seller and Buyer, who will each use reasonable efforts to resolve such disputes within fifteen (15) days of the applicable Limited Warranty book; and matter being referred to them. If, after such fifteen (c15) day period, such officers are unable to resolve the defect does not arise from Member’s failure dispute, the matter shall be submitted for final and binding resolution to construct an Accounting Arbitrator (selected in accordance with Section 4.2(e)). Seller and Buyer shall cooperate with the homeAccounting Arbitrator and provide access to such records as required by the Accounting Arbitrator to resolve the dispute. The Accounting Arbitrator shall deliver to Seller and Buyer, detached garageas promptly as practicable and in any event within sixty (60) days after its appointment, commercial building or remodeling project in compliance with RWC Warranty Standards; and (d) a written report setting forth its findings as to the defect does not arise from Member’s failure to adhere to Member’s responsibilities hereunderdisputed amount. If Member repairs a warranted structural defect during the period where the Member is the Warrantor under the provisions The decision of the applicable Limited Warranty bookAccounting Arbitrator shall be final and binding upon Seller and Buyer, RWC must be notifiednotwithstanding any other dispute resolution provision of this Agreement. Member will remain responsible for all defects if the defect or its symptoms arose during the period when the Member was Warrantor under the provisions The expenses and costs of the applicable Limited Warranty book Accounting Arbitrator shall be borne one-half by Seller and the Member failed to adequately repair the defect. Member must provide to RWC an inspection report from a licensed engineer showing repairs are in compliance with the plan of repairone-half by Buyer. 4. WPMIC represents that it will indemnify and hold Member harmless against the payment of any money judgment, order or decree made by an arbitrator, court or administrative agency of competent jurisdiction as a result of a breach by WPMIC of its representations contained in paragraph E.3. hereof.