Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period.

Assumption of Liabilities. Upon At the terms Closing, Seller shall sell, transfer, assign and subject convey to the conditions of this AgreementPurchaser, Buyer agreesand Purchaser shall assume, effective on as of the Effective DateClosing, to assume and shall timely perform, pay and discharge in accordance with their respective terms, the following liabilities and obligations Liabilities of Seller (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations Liabilities of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing all customers and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all advertisers of the foregoing cases Systems for any liabilities advance payments or obligations attributable deposits for which Purchaser shall have received a credit pursuant to any failure by Seller to comply with the terms thereof)Section 3.4; (b) liabilities set forth Liabilities with respect to the Business, the Purchased Assets, the Transferred Employees arising after the Closing, to the extent such Liabilities arise from or are related to any event that occurs on or after the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Date; (c) liabilities set forth on all Taxes applicable to the Closing Statement for unearned revenue, provided transfer of the Purchased Assets pursuant to this Agreement that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement are required to be paid by Purchaser pursuant to Section 11.1(b) and ("CLOSING UNEARNED REVENUE LIABILITIES"c); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior Liabilities for Taxes relating to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02Business, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System Transferred Employees for all taxable periods (or portions thereof) beginning after the System Operations which is incurred Closing Date; (e) all accrued expenses and trade accounts payable to the extent arising out of the Business, the Purchased Assets, the Transferred Employees prior to the Closing that are outstanding as of 12:01 a.m. on the Closing Date and are taken into account in or attributable adjusting the Base Purchase Price pursuant to any Post-Closing Tax PeriodSection 3.4(d) (i), (ii) and (iii); and (f) Liabilities relating to amounts required to be paid by Purchaser hereunder.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Buyer agrees, effective on as of the Effective Closing Date, the Acquiror agrees to assume assume, satisfy, perform, pay and discharge each of the following liabilities and obligations of Seller Liabilities (the "ASSUMED LIABILITIES"“Assumed Liabilities”): (ai) all liabilities and obligations Liabilities of Seller arising or any of its Subsidiaries under the Assumed Contracts (in the case of an Assumed Contract requiring third party consent to assignment, where such consent has been obtained), but only to the extent such Liabilities arise from any event, circumstance or condition occurring after the Closing; (ii) all Liabilities with respect to postthe Evamist Governmental Permits that are Purchased Assets to the extent relating to the operation or conduct of the Evamist Business by or on the behalf of the Acquiror from and after the Closing, excluding the Evamist NDA; (iii) all Liabilities for Taxes arising out of or relating to, directly or indirectly, the Purchased Assets (including Evamist) or the ownership, sale or lease of any of the Purchased Assets attributable to the Post-Closing periods under Tax Period, other than the Excluded Tax Liabilities; (iv) the Liability for fifty percent (50%) of the payment due to Fempharm Pty Ltd. pursuant to Section 3.2(b) of the Acrux License; and (v) all Liabilities after the Closing Date arising out of or related to the Acquiror’s ownership of the Purchased Assets and operation and conduct of the Evamist Business by or for the benefit of the Acquiror. (b) Notwithstanding anything contained in this Agreement to the contrary, from and after the Closing Date, the Seller shall retain all of the following Liabilities (“Excluded Liabilities”): (i) all accounts payable and other similar Liabilities of the Contracts listed on Schedule 2.02(aSeller and its Subsidiaries, excluding fifty percent (50%) attached hereto, of the payment due to Fempharm Pty Ltd. pursuant to Section 3.2(b) of the Acrux License; (ii) Contracts entered into any Liability incurred by the Seller in accordance with subscribers Section 8.5 in the ordinary course of business prior to the Closing and obtaining Evamist NDA Approval; (iii) any Liability of Seller or any of its Subsidiaries, or any member of any consolidated, affiliated, combined or unitary group of corporations of which Seller or any of its Subsidiaries is or has been a member, for Taxes and any liabilities for Taxes attributable to the Purchased Assets for any Pre-Closing Tax Period (“Excluded Tax Liability”); (iv) all Liabilities of the Seller and its Subsidiaries arising out of any product liability, patent infringement, breach of warranty or similar claim for injury to person or property or any other Contracts entered into by Seller with claim related to the consent of Buyer (which consent is not to be unreasonably withheld Purchased Assets or delayed) in the ordinary course of business Evamist Business arising prior to the Closing (but excluding in including all of the foregoing cases any liabilities or obligations attributable proceedings relating to any failure by Seller to comply with the terms thereofsuch Liabilities); (bv) liabilities set forth on all Liabilities of the Closing Statement to refund the security deposits Seller and its Subsidiaries arising out of government seizures, field corrections, withdrawals or recalls of Evamist manufactured, transferred or sold prior to the customers who Closing, which are entitled to receive same in accordance with the terms of their service contractclaimed prior to, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in Closing Date; (vi) all Liabilities of the Seller and its Subsidiaries with respect of which prorations are made under Section 2.08 and liabilities which relate to periods any litigation or other claims related to the Evamist Business or Purchased Assets to the extent arising from any event, circumstance or condition occurring or alleged to have occurred prior to the Effective Date for Closing; (vii) any Liability of the Seller related to any product or service of the Seller or any of its Subsidiaries other than Evamist or the operation or conduct by the Seller or any of its Subsidiaries of any business other than the Evamist Business; (viii) any Liability or obligation of Seller or any of its Subsidiaries (A) arising out of any actual or alleged breach by Seller or any of its Subsidiaries of, or nonperformance by Seller or any of its Subsidiaries under, any Assumed Contract prior to the Closing or (B) accruing under any Assumed Contract prior to the Closing; (ix) any Liability of the Seller to the extent arising out of (i) any suit, action or proceeding pending or, to the Knowledge of the Seller, threatened as of the Closing, with respect to claims which arise from facts, events or circumstances occurring prior to the Closing, or (ii) any actual or alleged violation by the Seller or any of its Affiliates of any Law applicable to the Seller or any of its Affiliates; (x) any Liability of the Seller that relates to any Excluded Asset; (xi) any Liability of Seller or any of its Subsidiaries or ERISA Affiliates under or relating to (A) any employee benefit plan, or relating to wages, bonuses, payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits, phantom stock, deferred compensation or other similar plan or arrangement, or any other employee plans or benefits of any kind, in each case, which Seller or any Subsidiary or ERISA Affiliate has paid Buyerentered into, maintains or administers or has maintained or administered, to which Seller or any Subsidiary or ERISA Affiliate contributes or has contributed or is or has been required to contribute, or under or with respect to which Seller or any ERISA Affiliate has or may have any Liability and (B) any actual or alleged violation by the Seller or any of its Affiliates of any equal employment or employment discrimination laws; (xii) any Liability under Environmental Laws arising out of or relating to the operation or conduct of the Evamist Business or the use or ownership of the Purchased Assets in the Evamist Territory, in each case, before the Closing; (xiii) any Liability of the Seller to any of its Affiliates; and (exiv) subject to any other Liability of Seller or any of its Subsidiaries or Affiliates that is not specifically listed as an Assumed Liability under Section 8.02, 3.1(a) (including any liability or obligation for Taxes arising from or with respect Liability to the extent resulting from the ownership, use, operation or maintenance of the Purchased AssetsAssets by or on behalf of Seller prior to the Closing, the System or the System Operations which is incurred in operation or attributable conduct of the Evamist Business by or on behalf of the Seller prior to any Post-Closing Tax Periodthe Closing).

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer agreesAsset Buyers agree, effective on at the Effective Datetime of Closing, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations arising in connection with or related to the operation of Seller arising with the Business by Buyers subsequent to the Closing, to the extent not constituting Excluded Liabilities; (b) liabilities in respect to post-Closing periods under (i) of trade creditors accrued on the Contracts listed on Schedule 2.02(a) attached heretoReference Balance Sheet, (ii) Contracts entered into by Seller with subscribers or incurred in the ordinary course of business prior following the Reference Balance Sheet Date, and not discharged as of the Closing, but only to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth extent reflected in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Balance Sheet; (c) liabilities set forth on liabilities, obligations and commitments of any Seller under the Acquired Contracts but only to the extent such liabilities, obligations and commitments arise either (i) in the period from and after the Closing Statement for unearned revenueor (ii) in any period prior to Closing, provided that and, in the aggregate amount case of liabilities assumed hereunder does not exceed (ii) only, to the aggregate liability for such amount set forth extent reflected in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Balance Sheet; (d) liabilities which relate to periods on Environmental Liabilities arising from or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior related to the Effective Date for which Seller has paid Buyer; andownership or the operation of the Business or the Purchased Assets subsequent to the Closing; (e) subject (i) liabilities, obligations and commitments to the customers of the Business for products manufactured on or prior to the Closing by the Business based on damage or quality claims and (ii) product liability arising out of products manufactured on or prior to the Closing; (f) other than as set forth in Section 8.026.07(c), any liability or obligation for Taxes liabilities in respect of value added Taxes, if any, arising from or in connection with the transaction contemplated hereby and, in accordance with Section 6.07(b), one-half of Transfer Taxes; (g) liabilities arising subsequent to the Closing pursuant to a Key Employee Salary Continuation Agreement but only with respect to termination of a Key Employee’s employment by Buyer Parent or an Affiliate thereof subsequent to the Purchased AssetsEffective Time; (h) all of the liabilities of TCMS, the System Inc., except as provided for in Section 2.04(g); or (i) other liabilities listed or the System Operations which is incurred in or attributable to any Post-Closing Tax Perioddescribed on Schedule 2.03(i).

Assumption of Liabilities. Upon (a) On the terms and subject to the conditions of conditions, including Section 6.2, set forth in this Agreement, Buyer agrees, effective on the Effective Closing Date, to assume the following debts, liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) Contributor and its Contributed Subsidiaries set forth in this Section 2.5 shall be assumed by the Contributing Partner in connection with the transfer of Assets to it and shall be assumed by the Partnership in connection with the transfer of Assets to it, and the Partnership agrees to pay, perform and discharge all such debts, liabilities and obligations of Seller arising with respect to post-Closing periods under when due: (i) All obligations arising after the Closing Date under the Contracts listed on Schedule 2.02(a) attached hereto, and Leases that are assigned to the Partnership hereunder unless and to the extent that such obligation arises out of a violation of such Contract or Lease prior to the Closing Date; (ii) Contracts entered into All obligations under purchase orders accepted by Seller with subscribers the Contributor or its Contributed Subsidiaries in the ordinary course of business of the Contributed Business prior to the Closing and Date that are not filled as of the Closing Date; (iii) any other Contracts entered into by Seller Current accrued expenses related to employee vacation and lag- week accruals for employees that become Partnership Employees; (iv) All obligations and liabilities, of every kind and nature, without limitation, arising out of, in connection with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior related to the ownership, operation or use after the Closing (but excluding in all Date of the foregoing cases any liabilities Assets or the Contributed Business; (v) Seven Year PCCL Claims to the extent the aggregate thereof does not exceed $7,000,000; (vi) Third Party Claims that are related to Pre-Closing Contingent Liabilities and that are first asserted seven years or more after the Closing Date; (vii) The obligations attributable to any failure by Seller to comply with the terms thereoffor indebtedness described on Schedule 2.5(a)(vii); (bviii) [Reserved]; (ix) All Liabilities associated with products sold after the Closing Date regardless of when manufactured; (x) The long-term liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"Schedule 2.5(a)(x); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (exi) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect Any other Liability specifically assumed by the Partnership pursuant to the Purchased Assetsterms of this Agreement. The liabilities and obligations assumed by the Partnership pursuant to this Section are sometimes hereinafter referred to collectively as the "Assumed Liabilities." (b) On the Closing Date, the System or Partnership shall deliver to the System Operations which is incurred Contributor an instrument of assumption of the Assumed Liabilities substantially in or attributable to any Post-Closing Tax Periodthe form attached hereto as Exhibit F (the "Assumption Agreement").

Assumption of Liabilities. Upon (a) On the terms and subject to the conditions of set forth in this Agreement, Buyer agreesat the Closing, Purchaser shall assume, effective on as of the Effective DateClosing, to assume and shall timely perform and discharge in accordance with their respective terms, only the following specific liabilities and obligations of Seller Sellers set forth below (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) Current accruals and related Cure Costs for those Accepted Contracts (including Accepted Real Property Leases and Accepted Intellectual Property Licenses) which Purchaser directed Sellers to accept pursuant to Section 8.12 for which Purchaser has not changed its direction prior to the Closing, or as to any Accepted Contract which Purchaser directed Sellers to accept pursuant to Section 8.12 where the hearing to determine the amount of Cure Costs is not held until after the Closing Date, current accruals and Cure Costs for such Accepted Contracts listed on Schedule 2.02(a) attached hereto, will be paid by Purchaser to the applicable counterparty promptly after an Order determining the amount of such Cure Costs is entered by the Bankruptcy Court (unless Purchaser has changed its direction to assume prior to entry of such Order); (ii) Contracts entered into Current wages, salary and commissions for Employees payable by Seller Sellers (provided, however, Assumed Liabilities shall be deemed to not include any other obligation to, or benefits for, Employees including any severance, continuation, bonuses or benefits payable in connection with subscribers change of control provisions or otherwise, except to the extent specifically assumed pursuant to Sections 2.3(a)(iii), 2.3(a)(iv), and 2.3(a)(v)); (iii) Up to $438,000 in Current bonuses payable pursuant to incentive plans for sales employees and retail store employees existing as of the ordinary course date hereof; (iv) accrued vacation costs for the Continuing Employees to the extent accrued on Seller’s books and records as of business the Closing; (v) costs for reimbursement claims of Continuing Employees submitted after the Closing and related to medical and dental costs incurred by the Continuing Employees prior to Closing; (vi) Current premiums under insurance policies that are Purchased Assets; (vii) Current payroll Taxes payable by the Sellers in connection with the operation of its Business on or prior to the Closing Date; (viii) Current Trade Payables existing on the Closing Date (including accrued but unbilled Trade Payables); (ix) quarterly U.S. Trustee fees accrued and unpaid through the Closing Date; (iiix) real and personal property taxes and any miscellaneous secured claims related to Purchased Assets allowed in the Bankruptcy Case with priority over the liens of the First Lien Lenders and the Second Lien Lenders; (xi) Transfer Taxes applicable to the transfer of the Purchased Assets pursuant to this Agreement to the extent not exempt under Section 1146(c) of the Bankruptcy Code or otherwise; (xii) Current sales and use Taxes and similar Taxes including gross receipts Taxes plus up to an additional $645,000 of sales and use Taxes and similar Taxes including gross receipts Taxes (including, solely for this purpose, the Michigan Single Business Tax) whether incurred before or after the Petition Date; (xiii) any other Contracts entered into accrued and unpaid expenses or obligations incurred by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business Sellers prior to the Closing Date that Purchaser expressly agrees to assume in a writing signed by an executive officer of Purchaser that specifically refers to this Section 2.3(a)(xiii) delivered to the Company prior to the Closing Date; (but excluding xiv) up to $25,000,000 of Liabilities arising after the Petition Date in all the Ordinary Course of Business that would have been recorded as “Customer Accommodations” in the line item “Accrued Liabilities” in a consolidated balance sheet of the foregoing cases any liabilities or obligations attributable Business prepared in accordance with GAAP and using the same accounting principles, policies and practices used in the preparation of the December Financial Statements; and (xv) up to any failure an aggregate of $3,000,000 in Winddown Costs, to be paid by Seller to comply with Purchaser upon presentation by Debtors of invoices reflecting the terms thereof);payee, the amounts due and other reasonable documentation. (b) liabilities set forth on the Closing Statement Nothing in this Section 2.3 shall prohibit Purchaser from asserting or pursuing any claims or offsets it may have against any Person related to refund the security deposits any Assumed Liability or contesting any Assumed Liability, whether pursuant to the customers who are entitled to receive same in accordance with the terms of their service any agreement or contract, provided under Law or in equity. (c) To the extent that any Liability under any clause of Section 2.3(a) exceeds the aggregate amount of liabilities such Liability specifically assumed hereunder does not exceed the aggregate liability for by Purchaser pursuant to such amount set forth clause, Purchaser shall, in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (cits sole and absolute discretion, select which of such Liabilities it shall assume pursuant to such clause. Any such Liability under any such clause shall be deemed selected to be assumed by Purchaser under such clause if Purchaser makes payment or otherwise satisfied such Liability. In no event will Purchaser be required to or deemed to assume any Liability under any clause of Section 2.3(a) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, extent it exceeds any liability dollar limitation in such clause or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred otherwise outside any other limitation in or attributable to any Post-Closing Tax Periodsuch clause.

Assumption of Liabilities. Upon On, from and after the terms and subject to the conditions of this AgreementEffective Time, Buyer agreesshall assume and agree to duly and timely pay, effective on the Effective Datedischarge, to assume the following liabilities defend and obligations of Seller (the "ASSUMED LIABILITIES"):perform as and when due: (a) any and all obligations and liabilities of Sellers under the Assumed Contracts, the Licenses and the Station Licenses to the extent that such obligations and liabilities arise or accrue on or after the Effective Time, and, for the avoidance of Seller arising with respect doubt, it is hereby acknowledged and agreed that Buyer shall assume and agree to post-Closing periods under duly and timely pay (i) all payment obligations under the Contracts listed SpectraSite Agreements due on Schedule 2.02(a) attached hereto, or after the Effective Time and (ii) Contracts entered into by Seller with subscribers in all payment obligations of Sellers under the ordinary course of business prior Monroe Agreements for capital expenditures relating to KARD’s digital buildout due on or after the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Effective Time; (b) liabilities set forth on the Closing Statement and obligations of Sellers that are to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities be assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")by Buyer under Section 7.1; (c) any and all liabilities set forth and obligations of Sellers to the extent accrued as a current liability on the Closing Statement Balance Sheet and for unearned revenue, provided that which Buyer receives an adjustment to the aggregate amount Purchase Price as part of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES");Net Working Capital pursuant to Sections 2.5 and 2.6; and (d) any and all liabilities and obligations of Sellers for any advance payments or deposits for which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior Buyer receives an adjustment to the Effective Date for which Seller has paid Buyer; and Purchase Price as part of Net Working Capital pursuant to Sections 2.5 and 2.6. All of the foregoing under this Section 2.7, together with other liabilities or obligations expressly assumed by Buyer under this Agreement or any other document, agreement or instrument required of Buyer under this Agreement, are referred to herein collectively as the “Assumed Liabilities”. Sellers shall retain all liabilities of Sellers other than the Assumed Liabilities (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assetssuch retained liabilities, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period“Retained Liabilities”).

Assumption of Liabilities. Upon 2.8.1. At the terms and subject to the conditions of this AgreementNon-License Transfer, Buyer agreesshall assume, effective on the Effective Datepay, to assume the following liabilities perform, discharge and obligations of Seller (the "ASSUMED LIABILITIES"): indemnify and hold Sellers harmless from and against (a) all liabilities Liabilities arising out of events occurring on or after the Non-License Transfer Date related to the businesses or operations of the Stations by Buyer or Buyer's ownership of the Non-License Assets, (b) all Liabilities arising on or after the Non-License Transfer Date under the Station Contracts (including, without limitation, Trade-out Agreements) pursuant to their terms (except for Liabilities for any breaches thereunder by any Seller occurring prior to the Non-License Transfer Date), (c) all Liabilities for which there is a downward adjustment to the Base Purchase Price in connection with the calculation of the Proration Amount, and obligations (d) all Liabilities to employees of Seller the Stations to be assumed by Buyer in accordance with Section 8.4 hereof. 2.8.2. To the extent not assumed by Buyer at the Non-License Transfer, at the Closing, Buyer shall assume, pay, perform, discharge and indemnify and hold Sellers harmless from and against (a) all Liabilities arising out of events occurring on or after the Closing Date related to the businesses or operations of the Stations or Buyer's ownership of the Assets, (b) all Liabilities arising out of events occurring on or after the Closing Date with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached heretoFCC Licenses, (iic) all Liabilities arising on or after the Closing Date under the Station Contracts entered into (including, without limitation, Trade-out Agreements) pursuant to their terms (except for Liabilities for any breaches thereunder by any Seller with subscribers in the ordinary course of business occurring prior to the Closing Date), (d) all Liabilities for which there is a downward adjustment to the Base Purchase Price in connection with the calculation of the Proration Amount, and (iiie) any other Contracts entered into by Seller with all Liabilities to employees of the consent of Buyer (which consent is not Stations to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure assumed by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same Buyer in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period8.4 hereof.

Assumption of Liabilities. Upon the terms sale and subject to purchase of the conditions of this AgreementSubject Assets, Buyer agrees, effective shall assume and agree to pay or discharge when due in accordance with their respective terms all liabilities of Seller shown or reflected on the Effective DateBase Balance Sheet which are outstanding at the time of the Closing, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into incurred by Seller with subscribers since the date of the Base Balance Sheet in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance consistent with the terms of their service contractthis Agreement which are outstanding at the time of the Closing, provided, however, that Buyer shall not assume and shall not pay the following liabilities: (i) Liabilities incurred by Seller in connection with this Agreement and the transactions provided that for herein, including, without limitation, counsel and accountant fees, and expenses pertaining to the aggregate amount performance by Seller of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")its obligations hereunder; (cii) liabilities set forth on Taxes (as defined in Section 2.08 hereof) of Seller (whether relating to periods before or after the Closing Statement transactions contemplated in this Agreement or incurred by Seller in connection with this Agreement and the transactions provided for unearned revenueherein), provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate including any liability for such amount set forth Taxes arising out of the inclusion of Seller in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")any group filing consolidated, combined or unitary tax returns or arising out of any transferee liability; (diii) liabilities which relate Liabilities of Seller to periods on its dissenting Shareholders, if any, under the Massachusetts Business Corporation Law; (iv) Liabilities of Seller with respect to any options, warrants, agreements or after the Effective Date in respect convertible or other rights to acquire any shares of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyerits capital stock of any class; and (ev) subject Liabilities in connection with or relating to Section 8.02all actions, suits, claims, proceedings, demands, assessments and judgments, costs, losses, liabilities, damages, deficiencies and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, reasonable attorney and accountant fees and all amounts paid in investigation, defense or settlement of any liability of the foregoing. The liabilities to be assumed by Buyer under this Agreement are hereinafter sometimes referred to as the “Liabilities,” and the liabilities which are not assumed by Buyer under this Agreement are hereinafter sometimes referred to as the “Excluded Liabilities.” The assumption of said liabilities by any party hereunder shall not enlarge any rights of third parties under contracts or obligation for Taxes arising arrangements with Buyer or Seller, and nothing herein shall prevent any party from or contesting in good faith with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodthird party any of said liabilities.

Assumption of Liabilities. Upon the terms and subject Subject to the conditions described herein, at the Closing, the Buyer shall assume and agree to perform, pay or discharge, when due, to the extent not theretofore performed, paid or discharged, the following obligations of this Agreement, Buyer agrees, effective NSC existing on the Effective DateClosing Date and only such obligations (collectively, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all liabilities All of NSC's trade accounts payable and accrued liabilities, in each case that are included on Final Purchased Balance Sheet required to be reflected therein in accordance with US GAAP in the amounts shown thereon, to the extent that such obligations are not different in nature or materially different in amount from those incurred in the ordinary course in accordance with past practice; (b) All of Seller arising with respect NSC's orders to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers NSC's customers in the ordinary course of business outstanding as of the Closing Date reflected on NSC's books (other than any liability arising out of or relating to a breach or nonperformance thereof by NSC prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"Date); (c) liabilities set forth All of NSC's checks outstanding on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Date; (d) All of NSC's liabilities which relate expressly set forth in the terms of the Contracts assumed by Buyer (other than any liability under any such Contract, offer or solicitation arising out of or relating to periods on a breach or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods nonperformance thereof by NSC prior to the Effective Date Closing Date); (e) Unpaid bonuses and vacation time to the extent accrued and included on the Final Purchased Balance Sheet; (f) NSC's liabilities made in the ordinary course for which Seller has paid product warranty arising from express warranties for products shipped or distributed by, or any services provided by NSC; in any event Buyer's financial liability for such express warranty claims shall not exceed $5,000 per claim and shall not include incidental and consequential damages, although Buyer agrees to perform any valid warranty work in accordance with Buyer's usual practices even if in excess of $5,000 per claim, subject to reimbursement by NSC to the extent of the amount in excess of $5,000 per claim; and (eg) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to Any and all Liabilities included in the Final Purchased Assets, Balance Sheet in the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodamount shown thereon.

Assumption of Liabilities. Upon the terms and subject to the conditions of contained in this Agreement, at the Closing, Buyer agrees, effective on the Effective Date, to or one of its Subsidiaries shall assume the following liabilities following, and obligations only the following, Liabilities of Seller (individually, an “Assumed Liability” and collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all the trade accounts payable and accrued liabilities and obligations of Seller arising with (other than intercompany accounts payable and accrued liabilities between or among any Seller Parties or the Affiniti Companies or accrued liabilities in respect of any present or former employees of any Seller Party, provided that the Accrued Employee Vacation Pay shall be so assumed hereunder) specifically set forth on the Closing Net Asset Value Statement, solely to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers extent relating to the Business and incurred in the ordinary course of business prior to as of the Closing Date, and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is in an amount not to be unreasonably withheld or delayed) in exceed the ordinary course of business prior to amount set forth for such Liabilities on the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Net Asset Value Statement; (b) liabilities all Liabilities accruing, arising out of, or relating to events or occurrences happening from and after the Closing under the Assumed Contracts and the Lease set forth on the Closing Statement to refund the security deposits Schedule 2.2(b), but not including any Liability for any Default under any such Assumed Contract or Lease occurring prior to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Closing; (c) liabilities set forth on all Liabilities to the extent accruing, arising out of, or relating to events or occurrences happening from and after the Closing Statement for unearned revenueinsofar as they relate to the ownership or operation of the Business or the ownership, provided that use or operation of the aggregate amount of liabilities assumed hereunder does not exceed Assets from and after the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES");Closing; and (d) liabilities which relate all Liabilities for Taxes, other than Income Taxes, relating to the Business for the periods on or portions thereof from and after the Effective Closing Date (other than for certain Transfer Taxes as provided in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period2.7 below).

Assumption of Liabilities. Upon (a) Subject to the terms and subject to the conditions of this Agreement, Buyer agreesat the Closing, effective on the Effective Date, FTIRS agrees to assume the following liabilities and become responsible for all obligations of Seller the Sellers under the agreements, contracts, mortgages, instruments, licenses, and other arrangements that are FTIRS Acquired Assets (1) to provide goods or furnish services to another party after the Closing or (2) to pay for goods or services that another party will furnish to FTIRS in connection with the Ringtail Business after the Closing and no other liabilities (the "ASSUMED LIABILITIES"):“FTIRS Assumed Liabilities”). (ab) Subject to the terms and conditions of this Agreement, at the Closing, FTIAU agrees to assume and become responsible for all liabilities and obligations of Seller arising RSPL with respect to post-Closing periods under any accrued vacation or leave (iincluding accrued annual leave or long service leave) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into due to Transferred Ringtail Employees employed by Seller with subscribers RSPL in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same Australia in accordance with RSPL’s normal policies regarding such accrual (the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does “FTIAU Assumed Liabilities”). FTIAU shall not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES");assume any other liabilities. (c) liabilities set forth on Subject to the terms and conditions of this Agreement, at the Closing, FTIC agrees to assume and become responsible for all obligations of the Sellers under the agreements, contracts, mortgages, instruments, licenses, and other arrangements that are FTIC Acquired Assets (1) to provide goods or furnish services to another party after the Closing Statement or (2) to pay for unearned revenue, provided goods or services that another party will furnish to FTIC in connection with the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in Ringtail Business after the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"the “FTIC Assumed Liabilities”);. FTIC shall not assume any other liabilities. (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior Subject to the Effective Date terms and conditions of this Agreement, at the Closing, FTI LLC agrees to assume and become responsible for which Seller has paid Buyer; andall liabilities and obligations of RSI with respect to any accrued vacation or leave due to Transferred Ringtail Employees employed by RSI in the United States in accordance with RSI’s normal policies regarding such accrual (the “FTI LLC Assumed Liabilities”). FTI LLC shall not assume any other liabilities. (e) subject The Assumed Liabilities shall not include (a) any liability of the Sellers for Taxes (with respect to Section 8.02the Ringtail Business or otherwise), (b) any liability of the Sellers for Taxes arising in connection with the consummation of the transactions contemplated hereby (including any Income Taxes, GST or other Taxes arising because the Sellers are transferring the Acquired Assets), (c) any liability of the Sellers for the unpaid Taxes of any person other than the Sellers under Treasury Reg. §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise, (d) any obligation of the Sellers to indemnify any person by reason of the fact that such person was a partner, principal, trustee, director, officer, employee, agent or beneficiary of any of the Sellers or was serving at the request of any of the Sellers as a partner, principal, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise), (e) any liability of the Sellers for costs and expenses incurred in connection with this Agreement, any Related Agreement or the transactions contemplated hereby, (f) any liability or contingency of the Sellers arising out of, or in any way related to, any actual or alleged breach of contract or warranty, tort, infringement, violation of law or regulation, employee-related claim or obligation to defend in any civil, criminal or other legal proceeding (“Legal Claims”) or (g) any liability or obligation for Taxes arising from of the Sellers under this Agreement, any Related Agreement or other document or instrument related to the transactions contemplated herein. FTI and the Buyers shall not assume or have any responsibility with respect to any obligation or liability of the Purchased Assets, the System Sellers or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodPrincipals not specifically included within the definition of Assumed Liabilities.

Assumption of Liabilities. Upon the terms and subject to the conditions of this Acquisition Agreement, Buyer agrees, effective on as of the Effective DateTime, Seller shall assign and transfer to Buyer (or such Affiliate of Buyer as Buyer may direct), and Buyer (or such Affiliate of Buyer as Buyer may direct) shall assume and agree to discharge and perform when due the following liabilities and obligations Liabilities of Seller relating to the ICS Business (the "ASSUMED LIABILITIES"):“Assumed Liabilities”); provided, however, that in no event shall the Assumed Liabilities include any Retained Liability: (a) all liabilities and obligations of Seller arising as of the Effective Time for performance after the Effective Time under the executory portion of each Covered Lease (but solely with respect to postCovered Equipment), Assumed Real Property Lease and Contract listed on Exhibit 2.3(a) (the “Assumed Contracts”), but not including any Liability for any breach or default (with or without notice or lapse of time) thereunder accruing during, arising out of or related to the period on or prior to the Effective Time; (b) all Liabilities relating to Transferred Employees that are assumed by Buyer or Parent pursuant to Section 5.1 and set forth on the ICS Business Closing Date Balance Sheet; (c) obligations associated with Unearned Revenue, current and long-term, relating solely to Assumed Contracts and that are set forth on the ICS Business Closing periods under Date Balance Sheet; (d) the Liabilities set forth on Exhibit 2.3(d); (i) all employment and payroll Taxes relating to the Contracts listed Transferred Employees that have been accrued on Schedule 2.02(a) attached heretoor before the Closing Date to the extent attributable to wages payable after the Closing Date, (ii) Contracts entered into by all real property or personal property Taxes relating to the Purchased Assets that have been accrued on or before the Closing Date but are payable after the Closing Date and (iii) all Taxes of the Irish Entity that have been accrued for periods (or portions thereof) ending on or before the Closing Date but are payable after the Closing Date; but only, in each case, to the extent such items have been included as a Liability on the ICS Business Closing Date Balance Sheet (collectively, the “Assumed Taxes”); (f) all environmental Liabilities relating to the Assumed Real Property Leases (to the extent such environmental Liabilities are set forth on the ICS Business Closing Date Balance Sheet) or the conduct of the ICS Business after the Closing; and (g) any other Liabilities of Seller with subscribers in the ordinary course of business outstanding immediately prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the ICS Business Closing Statement to refund the security deposits to the customers who Date Balance Sheet (including Accounts Payable that are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made Retained Liabilities under Section 2.08 2.4(j) below and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability sales or obligation for Taxes arising from or value-added Tax payable with respect to Accounts Receivable that has been accrued on the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-ICS Business Closing Tax PeriodDate Balance Sheet).

Assumption of Liabilities. Upon At the Closing, on the terms and subject to the conditions of set forth in this Agreement, Buyer agreesPurchaser shall (or shall cause its designated Subsidiaries to) assume, effective on as of the Effective DateClosing, to assume the following liabilities (collectively, the “Assumed Liabilities”) and obligations no other liabilities, the assumption of Seller (such liabilities to be effective as of the "ASSUMED LIABILITIES"):Effective Time: (a) all liabilities Liabilities that arise out of the ownership or use by Purchaser and obligations its Subsidiaries of, or the exercise by Purchaser and its Subsidiaries of Seller arising with respect rights under, the Purchased Assets or the operation of the Business by Purchaser and its Subsidiaries (and that relate to post-Closing periods under periods) after the Effective Time (i) other than Liabilities that arise out of the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into use by Seller with subscribers in or any of its Subsidiaries of, or the ordinary course exercise by Seller or any of business prior its Subsidiaries of rights under, the Intellectual Property Rights or Technology licensed to Seller pursuant to the Closing and Intellectual Property License Agreements) (iii) any other Contracts entered into by Seller with but including, for the consent avoidance of Buyer (which consent is not to be unreasonably withheld doubt, Liabilities that arise out of a continuation or delayed) in recurrence of the ordinary course of business prior facts or circumstances giving rise to the Closing matters set forth in Schedule 2.9 to the extent (but excluding in all only to the extent), if any, that such facts and circumstances continue or recur (and relate to periods) after the Effective Time and arise out of the foregoing cases any liabilities ownership or obligations attributable to any failure use by Seller to comply with Purchaser and its Subsidiaries of, or the terms thereofexercise by Purchaser and its Subsidiaries or rights under, the Purchased Assets or the operation of the Business by Purchaser and its Subsidiaries); (b) liabilities set forth Liabilities for severance (if any) payable to any Continuing Employee in the event of termination of such Continuing Employee’s employment with Purchaser and its Subsidiaries after the Effective Time, but only to the following extent and subject in each case to the following limitations: (i) if termination occurs more than thirty six (36) months after the Effective Time, Purchaser shall bear and be liable and responsible for the full amount of such severance (if any) payable to such Continuing Employee, and (ii) if termination occurs after the Effective Time and not more than thirty six (36) months after the Effective Time, Purchaser shall bear and be liable and responsible only for the portion of such severance amount that is calculated and payable based on the duration of such Continuing Employee’s post-Closing Statement service to refund Purchaser and its Subsidiaries and shall not bear or be liable or responsible for the security deposits portion of such severance that is calculated or payable based on any period of pre-Closing service, such amounts to the customers who are entitled to receive same be calculated and paid, in each case, in accordance with the terms provisions of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"Section 5.7(g); (c) liabilities set forth on other Liabilities in respect of the Closing Statement Continuing Employees for unearned revenueevents occurring, provided and for employment periods, after the Effective Time (it being understood and agreed, for the avoidance of doubt, that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth with respect to severance liabilities, in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"event of conflict between the provisions of this Section 1.3(c) and Section 1.3(b);, the provisions of Section 1.3(b) shall govern, control and prevail); [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. (d) liabilities Liabilities for Taxes for which Purchaser is liable pursuant to Section 5.6; (e) Liabilities under the Assigned Contracts and the leases and subleases underlying the Assigned Leasehold and Subleasehold Interests that arise (and that relate to periods on or periods) after the Effective Date in respect Time (it being understood and agreed, for the avoidance of which prorations are made doubt, that Purchaser assumes no Liability for breaches, defaults or nonperformance under Section 2.08 any Assigned Contract or any lease or sublease underlying any of the Assigned Leasehold and liabilities which relate to periods Subleasehold Interests occurring prior to the Effective Date for which Time); provided, however that with respect to those premises that are occupied both by employees of Purchaser and by employees of Seller has paid Buyer(or their respective Subsidiaries), such Liabilities shall be limited as provided under the applicable Real Property Transfer Agreement or the applicable provisions of the Transition Services Agreement or related statement of work; (f) Liabilities that arise out of the use by Purchaser or any of its Affiliates or any of its or their sublicensees of, or the exercise by Purchaser or any of its Affiliates or any of its or their sublicensees of rights under, the Intellectual Property Rights or Technology licensed to Purchaser pursuant to the Intellectual Property License Agreements; and (eg) subject to Section 8.02, Liabilities in respect of any liability Action or obligation for Taxes arising from Proceeding or with respect claim to the extent arising out of, relating to, or otherwise in respect of Purchaser’s or its Subsidiaries’ operation of the Business or ownership of the Purchased Assets, Assets after the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodEffective Time.

Assumption of Liabilities. Upon the terms and subject (a) Subject to the conditions provisions of this AgreementSection 2.5 hereof, Buyer agreesas of the Closing, effective on the Effective DateExisting Sub shall assume and thereafter pay, to assume perform or discharge the following obligations and liabilities of Parent, as they relate to the Business, but only those and obligations of Seller no others (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, Working Capital Liabilities; (ii) Parent's obligations arising or to be performed after the Closing under (x) the Assigned Contracts (other than monetary obligations relating to time periods prior to the Closing, except to the extent they are Working Capital Liabilities, and other than indemnification obligations of Parent arising prior to the Closing) to the extent (and from and after the date as of which) they are assigned to Existing Sub; and (y) the then outstanding purchase order contracts and sale order contracts entered into by Seller with subscribers in the ordinary course of business to the extent (and from and after the date as of which) they are assigned to Existing Sub and not listed in Schedule 5.11; (iii) Parent's obligations arising or to be performed after the Closing under the Personalty Leases listed in Schedule 2.2(c) (other than monetary obligations relating to time periods prior to the Closing except to the extent they are Working Capital Liabilities, and (iii) any other Contracts entered into by Seller with the consent than indemnification obligations of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business Parent arising prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereofClosing); (biv) liabilities set forth on Parent's obligations arising or to be performed after the Closing Statement under the Real Property Leases listed in Schedule 5.9(b) (other than monetary obligations relating to refund the security deposits time periods prior to the customers who Closing, except to the extent they are entitled Working Capital Liabilities, and other than indemnification obligations of Parent arising prior to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"Closing); (cv) liabilities set forth on Parent's obligations arising or to be performed after the Closing Statement for unearned revenueunder the Permits listed in Schedule 5.15 to the extent such Permits are assigned to Existing Sub; and (vi) Parent's obligations arising or to be performed after the Closing under the Intellectual Property Rights listed in Schedule 2.2(d), to the extent (and from and after the date as of which) such rights are assigned to Existing Sub. (b) Except as expressly provided that in Section 2.4(a), as of the aggregate amount of liabilities assumed hereunder Closing Date, Existing Sub does not exceed assume, agree to pay, perform, discharge or indemnify Parent or any of Parent's Affiliates against, or otherwise have any responsibility for, any or all liabilities or obligations of Parent or the aggregate Business of any kind, character or nature whatsoever, whether known or unknown, accrued, absolute, contingent, determined, determinable or otherwise, and whether arising or to be performed prior to, on or after the Closing, whether or not scheduled pursuant to this Agreement including, without limitation, any indebtedness for borrowed money, capital lease obligations, intercompany payables between the Business and Parent, any workers compensation claims, product liability for such amount set forth in claims, Tax liabilities (including current or deferred income tax liabilities), environmental liabilities, liabilities arising out of any royalty or employment termination agreement (including, without limitation (x) the Closing Statement Royalty Termination Agreement, dated November 8, 1996, by and among Parent, Nonni's Inc., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("CLOSING UNEARNED REVENUE ▇▇▇▇▇▇▇▇"), ▇▇▇ ▇▇▇▇▇▇▇ ("SOLDATI") and ▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇"), (y) the Employment Termination Agreements, dated April 1, 1998, by and between Parent and each of ▇▇▇▇▇▇▇▇ and Soldati, and (z) the Employment Termination Agreement, dated March 29, 1998 by and between Parent and ▇▇▇▇▇▇), liabilities arising out of any employee benefit plan or agreement, except to the extent otherwise expressly assumed under this Agreement, any other claim against the Business arising from facts or events occurring prior to Closing (such liabilities and obligations being collectively referred to herein as the "RETAINED LIABILITIES");. Retained Liabilities shall also mean and include all obligations of Parent or Existing Sub to pay, and all claims related to, severance or similar payments (notwithstanding anything contained in this Agreement to the contrary), and all claims, actions, litigations and proceedings relating to any of the Retained Liabilities and all costs and expenses in connection therewith. (c) The assumption by Existing Sub of the Assumed Liabilities as of the Closing shall not enlarge any rights of any Person under any contracts or arrangements with Parent. (d) liabilities which relate to periods on Nothing contained herein shall prevent Existing Sub from contesting any of the Assumed Liabilities with any third party obligee or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodbeneficiary.

Assumption of Liabilities. Upon In consideration of the terms sale of the Purchased Assets, on the Closing Date, the Buyer shall assume only those liabilities hereinafter listed and subject to defined as the conditions "ASSUMED LIABILITIES." For purposes of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under " means (i) all items which comprise each account balance under the Contracts listed on Schedule 2.02(a) attached heretocaption "LIABILITIES" in the April 30, 1997 unaudited balance sheet, and (ii) Contracts entered into liabilities incurred by the Seller with subscribers in the ordinary course of business prior subsequent to the Closing Balance Sheet Date for the account or benefit of the Buyer or, of the property, other assets and (iii) any other Contracts entered into by business of the Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior transferred to the Closing Buyer pursuant to this Agreement (but excluding all such obligations and liabilities of Seller are itemized on SCHEDULE 1.3.3); PROVIDED, HOWEVER, the Assumed Liabilities shall not include any Excluded Liabilities and in all no event shall the total amount of indebtedness assumed exceed an amount to be agreed upon by the Seller and the Buyer within 10 days of the foregoing cases any date hereof. As used herein, the term "EXCLUDED LIABILITIES" means (a) all liabilities or obligations attributable to any failure by of the Seller to comply with the terms thereof); which are not "ASSUMED LIABILITIES," (b) liabilities set forth on any and all federal and state income tax liability of the Closing Statement to refund Seller or the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement Shareholder (collectively "CLOSING DEPOSIT LIABILITIESTAX LIABILITY"); , and (c) liabilities set forth on all attorneys' and accountants' fees and expenses and any other fees and expenses incurred by the Seller or the Shareholder in connection with the consummation of the transactions contemplated hereby. With respect to all Assumed Liabilities for which the Shareholder has provided personal guaranties, the Buyer shall use reasonable commercial efforts to cause such guaranties to be released effective as of the Closing Statement for unearned revenueDate, provided that and the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or Shareholder shall be indemnified with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodliability under such guaranties as hereinafter provided.

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreementcontained herein, at the Closing, Parent and/or Buyer agreesshall assume and agree to discharge the following, effective on and only the Effective Datefollowing, to assume the following liabilities and obligations Liabilities of Seller and the Acquired Entities, as applicable (the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities Liabilities and obligations relating to the Purchased Assets and the Acquired Entities that accrue, or arise out of Seller arising with respect or relate to post-events or occurrences that occur, after the Closing periods under Date, but excluding (i) any Liability for any Default under any Contract to which any Interfast Entity is a party that occurs on or prior to the Contracts listed on Schedule 2.02(a) attached heretoClosing Date, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing any Excluded Taxes and (iii) any other Contracts entered into by Seller with Taxes for which the consent of Buyer (which consent is not Indemnified Parties are entitled to be unreasonably withheld or delayed) in the ordinary course of business prior indemnification pursuant to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereofSection 6.6(a); (b) liabilities set forth on accounts payable, accrued expenses and other current Liabilities of the Interfast Entities reflected in the Final Closing Statement to refund Balance Sheet, which, for the security deposits to avoidance of doubt, shall not include any Excluded Taxes or any Taxes for which the customers who Buyer Indemnified Parties are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"indemnification pursuant to Section 6.6(a); (c) liabilities set forth on any Liability to customers of the Closing Statement Business under written warranties made by Seller or any Acquired Entity, but solely to the extent that such Liability is covered under a valid manufacturer warranty for unearned revenue, provided that which Parent or Buyer is entitled to seek reimbursement from the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES");applicable manufacturer; and (d) liabilities which relate Liabilities described in Section 6.7(b) and Section 6.7(g) of this Agreement, subject to periods on the terms thereof, all Liabilities relating to or after the Effective Date arising from any Acquired Plan in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior subsequent to the Effective Date Closing Date, and all Liabilities for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodaccrued vacation benefits of Continuing Employees.

Assumption of Liabilities. Upon PRGI agrees to assume, from and after the terms and subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Closing Date, to assume only the following liabilities and obligations of Seller (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all obligations and liabilities and obligations of Seller relating to the Business arising with respect to post-Closing periods under (i) from and after the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers Effective Date in the ordinary course of business prior under the Contracts with Customers, Associates and Employees and other Contracts, and equipment and other Leases expressly designated by PRGI as Assigned Contracts and Assigned Leases; (b) Seller's normal trade payables relating to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not Business to be unreasonably withheld or delayed) acquired by PRGI pursuant hereto incurred in the ordinary course of business and outstanding at the Effective Date or incurred in the ordinary course of business thereafter and advances made by Owners to Seller after August 31, 1998 used to pay normal trade payables relating to the Business to be acquired by PRGI pursuant hereto, excluding (i) all Seller Transaction Expenses; (ii) non-trade payables (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), including any Prior Period Payments to RBA; (iii) non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto); (iv) commission amounts for audit services due to Associates, auditors, or other service providers on accounts receivable collected prior to the Closing Effective Date; and (but excluding in v) all accounts payable, accrued expenses or other indebtedness due to any Owners as of the foregoing cases Effective Date under the Principal Agreement, or in connection with any liabilities advances to Associates, or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES");otherwise; and (c) liabilities set forth on the Closing Statement commission amounts for unearned revenueaudit services which will be owed by Seller to its Associates, provided that the aggregate amount auditors or other service providers upon collection of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth Accounts Receivable, Unbilled Claims and Work in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after Progress outstanding at the Effective Date Date. Except for the Assumed Liabilities, PRGI shall not assume any debts or liabilities of Seller of any kind or nature whatsoever. Seller agrees to make full and prompt payment of all of its trade payables not assumed by PRGI as and when due. Anything to the contrary contained herein notwithstanding, PRGI shall neither assume nor have any obligations or liabilities whatsoever in respect of which prorations are made severance, WARN Act, income tax withholding, payroll and/or unemployment tax, workers' compensation, pension, profit-sharing, health insurance, COBRA or any other employee or other benefit liabilities in respect of any Business Employees or in respect of any Employee Benefit Plans, including, without limitation any contribution, tax, lien, penalty, cost, interest, claim, loss, action, suit, damage, cost assessment, withdrawal liability, liability to the PBGC, liability under Section 2.08 and liabilities which relate to periods prior to 412 of the Effective Date for which Seller has paid Buyer; and (eCode or Section 302(a)(2) subject to Section 8.02of ERISA, any or other similar liability or obligation for Taxes arising from expense of Seller or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable any ERISA Affiliate and PRGI shall not become a party to any Post-Closing Tax PeriodEmployee Benefit Plan as a result of any of the transactions contemplated by this Agreement.

Assumption of Liabilities. Upon At the terms and subject to the conditions of this AgreementClosing, Buyer agreesshall assume, effective on and Buyer hereby agrees to thereafter pay, perform and discharge when due, and indemnify, defend and hold harmless the Effective DateSellers, to assume their Affiliates and all of their respective Related Persons from and against, all of, and only of, the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all post-petition ordinary course liabilities and obligations of Seller arising with respect in an amount not to post-Closing periods under (i) exceed $200,000 for the Contracts listed accounts payable set forth on Schedule 2.02(a1.3(a) attached hereto, (ii) Contracts entered into as such schedule may be updated jointly by Seller with subscribers in Buyer and the ordinary course of business Sellers prior to the Closing and (iii) any other Contracts entered into by Seller with the consent Closing), except for Sellers’ breaches or violations of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)law related thereto; (b) all liabilities set forth on and obligations arising out of the Closing Statement Assumed Contracts and all cure costs required to refund be paid pursuant to section 365 of the security deposits to the customers who are entitled to receive same Bankruptcy Code in accordance connection with the terms assumption and assignment of their service contractthe Assumed Contracts (the “Cure Costs”), provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability such Cure Costs shall be a dollar for such amount set forth dollar reduction in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")cash portion of the Purchase Price; (c) all liabilities set forth and obligations arising from facts, events or circumstances occurring on or after the Closing Statement for unearned revenueDate relating to or arising out of the Acquired Assets, provided that the aggregate amount of liabilities assumed hereunder does not exceed Assumed Liabilities or the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Business; (d) all liabilities which relate to periods and obligations arising from the severance of any employee of any of the Sellers arising on or after the Effective Date in provided that the Buyer's liability with respect of which prorations are made under Section 2.08 and liabilities which relate to periods such severance obligations incurred prior to the Effective Closing Date for shall not exceed $100,000; (e) all existing reservations of Members accepting New Membership Contracts with respect to those Properties included in the Acquired Assets and, to the extent possible upon Buyer's commercially reasonable efforts in good faith to accommodate such requests, the existing reservations of Members accepting New Membership Contracts with respect to those properties not included in the Acquired Assets that can be transferred to other properties owned or leased by the Buyer or to which Seller the Buyer has paid Buyeraccess through Ultimate Resort, LLC; and (ef) subject to Section 8.02all existing reservations of the Sellers’ members for travel through March 31, any liability or obligation for Taxes arising from or 2007 who do not accept New Membership Contracts (a “Non-Accepting Member”) with respect to those Properties included in the Purchased AssetsAcquired Assets and, to the extent possible upon Buyer's commercially reasonable efforts in good faith to accommodate such requests, the System existing reservations of the Non-Accepting Members with respect to those properties not included in the Acquired Assets that can be transferred to other properties owned or leased by the System Operations Buyer or to which the Buyer has access through Ultimate Resort, LLC; provided that (a) each such Non-Accepting Member is incurred current on all on-going obligations for dues owed to the Sellers through the month in which the travel occurs, (b) such Non-Accepting Member timely pays all the nightly fees for the reservation which they want the Buyer to honor, (c) after the earlier of (I) entry into the Management Agreement or attributable (II) the Closing Date, all dues and nightly fees are remitted to any Postthe Buyer and (d) such Non-Closing Tax PeriodAccepting Member executes a waiver of liability or short-term membership agreement reasonably acceptable to Buyer.

Assumption of Liabilities. Upon From and after the Closing, Buyer will assume all of Selling Parties’ rights and obligations arising after the Closing under those contracts (and only those contracts), and accounts payable listed in Exhibit C (the “Assumed Liabilities”). Corporation or Subsidiary, as the circumstances require, shall remain liable for all obligations arising from pre-Closing breaches under such contracts arising before the Closing. Subsidiary will have the right to require Buyer to complete any prepaid customer sales order not assumed by Buyer in that exhibit for Subsidiary’s account at a price to Subsidiary equal to Buyer’s cost (“cost” to be defined as materials plus labor at rates not to exceed current labor rates). Buyer shall also assume the obligations for all warranty work for products sold before the Closing. It is expressly understood and agreed that Buyer will not be liable for any of the debts, obligations, or liabilities of Selling Parties of any kind other than those specifically assumed by Buyer under this paragraph and that Corporation or Subsidiary, as the case may be, shall remain liable and responsible for any and all of its debts, obligations, and liabilities not expressly assumed by Buyer under this Agreement. Buyer agrees to discharge the Assumed Liabilities and warranty obligations in accordance with their terms from and subject after the Closing. 4.1 The assumption by Buyer of the debts, liabilities, and obligations of Selling Parties expressly exclude (1) 50% of any sales and use Tax imposed on Selling Parties because of the sale of its assets and business; (2) all other Tax except as set forth in (1) hereinabove; (3) any liabilities or expenses Selling Parties incurred in negotiating and carrying out its obligations, or its dissolution and liquidation, under this Agreement (including attorney fees or accountant fees); (4) any obligations incurred by Selling Parties after the Closing Date; (5) any liabilities or obligations incurred by Selling Parties in violation of, or as a result of Corporation’s or Subsidiary’s violation of, this Agreement, except for unprocured, required consents to permit the conditions assumption of liabilities by Buyer; (6) any obligations or liabilities of Selling Parties under any Environmental Laws (as defined in Section 4.2; (7) any obligations or liabilities of Selling Parties for, or arising out of, any Proceeding pending against Corporation or Subsidiary, except for liabilities specifically assumed hereunder, or any tortious, unlawful fraudulent conduct on the part of Selling Parties or either of them; and (8) any billed or unbilled fees or expenses for attorneys, accountants or other consultants of Selling Parties. It is the intent of this provision that Buyer shall pay one-half and Selling Parties the remaining portion of any sales tax arising from the sale of Assets hereunder and that payment for such sales and use tax shall be payable and collected from Buyer at the Closing. 4.2 For purposes of this Agreement, Buyer agrees“Environmental Law” means all federal, effective on state, local, and foreign laws and regulations, relating to pollution, the Effective Dateprotection of human health, or the environment, including ambient air, surface water, ground water, land surface, or subsurface strata, including those regulations relating to assume the following liabilities emission, discharge, release or threatened release, manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials. “Hazardous Material” means any pollutant, contaminant, toxic, hazardous, or noxious substance or waste that is, or becomes before Closing, regulated by any Governmental Authority under any Environmental Law, including (1) oil or petroleum compounds, flammable substances, explosives, radioactive materials, or other materials that pose a hazard to human beings or cause any real property to be in violation of any Environmental Law; (2) to the extent regulated, asbestos and obligations of Seller asbestos-containing materials; (3) any materials regulated under the "ASSUMED LIABILITIES"): Toxic Substance Act (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto15 USC §2601), (ii4) Contracts entered into by Seller with subscribers in any materials designated as “hazardous substances” under the ordinary course Clean Water Act (33 USC §1251), or under the Comprehensive Environmental Response, Compensation and Liability Act of business prior to the Closing 1980 (42 USC §9601), and (iii5) any other Contracts entered into by Seller with the consent of Buyer “hazardous waste” under Resource Conservation and Recovery Act (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof42 USC §6901); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period.

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, the Buyer agrees, effective on at the Effective DateClosing, to (or to cause its permitted assignees to) assume and pay, perform and discharge when due, only the following liabilities and obligations of the Seller (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations under the Assumed Chicago 2021 Contracts, including unfulfilled obligations in respect of Seller arising with respect to postthe currently scheduled Wizard World Chicago 2021 Event represented by the Pre-Closing periods under (i) Admission Ticket Sales Proceeds and the Contracts listed on Schedule 2.02(a) attached heretoPre-Closing Floor Space Sales Proceeds, (ii) Contracts entered into by Seller with subscribers in except that the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is shall not to be unreasonably withheld assume or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases pay, discharge or perform any liabilities or obligations attributable to arising out of any failure breach by the Seller to comply with the terms thereof)of any provision of any Assumed Contract; (b) all liabilities and obligations under the Assumed Legacy Ticket Contracts, except that (i) the Buyer shall not assume or pay, discharge or perform any obligations arising out of any of the Assumed Legacy Ticket Contracts with respect to deferred revenue liabilities for admissions tickets sold by the Seller in respect of editions of the Events that were cancelled or postponed due to the COVID-19 pandemic that exceed, in the aggregate, the amount set forth on Part 2.3(b) of the Closing Statement to refund Disclosure Memorandum and (ii) Buyer shall not assume or pay, discharge or perform any liabilities or obligations arising out of any breach by the security deposits Seller of any provision of any Assumed Legacy Ticket Contract (other than to the customers who are entitled to receive same in accordance with the terms of their service contract, provided extent that the aggregate amount cancellation or postponement of liabilities assumed hereunder does not exceed any edition of the aggregate liability for Event is considered a breach of any such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"Assumed Legacy Ticket Contract); (c) all liabilities set forth on and obligations under the Closing Statement Assumed Legacy Floor Space Contracts, except that (i) the Buyer shall not assume or pay, discharge or perform any obligations arising out of any of the Assumed Legacy Floor Space Contracts with respect to deferred revenue liabilities for unearned revenueconvention floor space sold by the Seller in respect of editions of the Events that were cancelled or postponed due to the COVID-19 pandemic that exceed, provided that in the aggregate amount of liabilities assumed hereunder does not exceed aggregate, the aggregate liability for such amount set forth in Part 2.3(c) of the Closing Statement Disclosure Memorandum and ("CLOSING UNEARNED REVENUE LIABILITIES"ii) Buyer shall not assume or pay, discharge or perform any liabilities or obligations arising out of any breach by the Seller of any provision of any Assumed Legacy Floor Space Contract (other than to the extent that the cancellation or postponement of any edition of the Event is considered a breach of any such Assumed Legacy Floor Space Contract); (d) all liabilities which relate and obligations under the venue Contracts as set forth on Part 2.3(d)(1) of the Disclosure Memorandum (the “Assumed Legacy Venue Contracts”), except that (i) the Buyer shall not assume or pay, discharge or perform any obligations arising out of any of the Assumed Legacy Venue Contracts with respect to periods on accounts payable liabilities that exceed, in the aggregate, the amount set forth in Part 2.3(d)(2) of the Disclosure Memorandum and (ii) Buyer shall not assume or after pay, discharge or perform any liabilities or obligations arising out of any breach by the Effective Date in respect Seller of which prorations are made under Section 2.08 and liabilities which relate to periods prior any provision of any Assumed Legacy Venue Contract (other than to the Effective Date for which Seller has paid Buyerextent that the cancellation or postponement of any edition of the Event is considered a breach of any such Assumed Legacy Venue Contract); and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or all employment related liabilities and obligations with respect to Event Employees in respect of the Purchased Assetsperiod beginning as of August 1, 2021 through and including the System or Closing Date, to the System Operations which is incurred extent and in or attributable to any Post-the amount reflected on the Final Closing Tax PeriodStatement (“Event Employees Stub Period Obligations”).

Assumption of Liabilities. Upon (a) On the terms Closing Date, Purchaser will assume and subject agree to discharge all of the following obligations with respect to the conditions Business in accordance with their respective terms, but only to the extent that such obligations do not constitute Excluded Liabilities (the “Assumed Liabilities”): (i) any trade account payable (other than a trade account payable to any Seller or a Related Person of any Seller) on the Balance Sheet or incurred by the Company in the ordinary course of business since the date of the Balance Sheet but before the Closing Time that remains unpaid at, and is not delinquent (as delinquent is defined in any agreement applicable to such trade account payable, or if no written agreement is applicable, then is no more than 30 days past due) as of, the Closing Date, but only to the extent that such trade accounts payable are included in the Closing Date Net Working Capital and reflected in the Closing Date Balance Sheet; (ii) any Liability to the Company’s customers for non-delinquent orders outstanding as of the Closing Date and listed in Schedule 1.6(a)(ii) received by the Company in the ordinary course of business (other than any Liability arising out of or relating to a breach that occurred prior to the Closing Date); (iii) any Liability arising on or after the Closing Date under the Material Agreements (other than any Liability arising out of or relating to a breach or default that occurred prior to the Closing Date); (iv) any Liability respecting Transferred Employees which is specifically assumed by the Purchaser pursuant to Section 5.4; and (v) any Liability arising from or in connection with warranty claims relating to warranties given by the Company to its customers in the ordinary course of business in respect of products manufactured or sold by the Company prior to the Closing Date (A) to the extent that such claims are brought during the period from the Closing Date to and including the third anniversary of the Closing Date and the total amount of such Liability incurred during such period does not exceed 200% of the allowance for warranty claims included in current liabilities on the Closing Date Balance Sheet or (B) to the extent such claims are first brought after the third anniversary of the Closing Date. (b) Notwithstanding any provision of this Agreement to the contrary, Purchaser will not assume any liabilities, obligations, or commitments of the Company other than the Assumed Liabilities, and all such other liabilities, obligations, and commitments will be retained by the Company (the “Excluded Liabilities”). Without limiting the generality of the foregoing, none of the following will be Assumed Liabilities for purposes of this Agreement: (i) Except as provided in Section 1.6(a), Buyer agreesall trade accounts payable, effective on accrued payroll, accrued employee benefits, including accrued vacation and sick leave and accrued post retirement and post employment benefits, accrued Taxes, and all other accrued expenses relating to the Effective DateBusiness; (ii) Any liabilities or obligations for borrowed money or evidenced by bonds, debentures, notes, drafts, or similar instruments, including but not limited to assume (A) all of the following Company’s obligations and liabilities and to TCSC, (B) the Company’s Guaranty dated 19 January, 2005 of the obligations of Seller TCSC under that certain Credit Facility dated 19 January, 2005, as amended on 2 March 2011, by and between Toronto-Dominion Bank and TCSC and the related Security Agreement by and between Toronto-Dominion Bank and the Company, and (the "ASSUMED LIABILITIES"): (aC) all liabilities and obligations of Seller the Company under that certain Credit Facility dated 19 January, 2005, as amended on 11 March 2009 and 2 March, 2011, by and between Toronto-Dominion Bank and the Company; (iii) Any Liabilities under any Material Agreement or any other contract, arrangement, license, lease or other agreement (whether oral or written) relating to the Business of and of the Assets arising with respect after the Closing Date that arises out of or relates to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached heretoa breach of, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business or default under, that Material Agreement prior to the Closing Date; (iv) Any and all liabilities, obligations, or commitments arising out of any and all leases and Material Agreements that are listed on Schedule 1.2(a); (iiiv) Subject to Section 5.1, any other Contracts entered into and all Taxes (whether pursuant to existing laws and regulations or laws and regulations subsequently enacted by Seller with any Governmental Authority) that arise from (A) the consent operation of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business Business prior to the Closing Date; (but excluding in all B) the ownership of the foregoing cases Assets prior to the Closing Date; or (C) the consummation of the transactions contemplated in this Agreement; (vi) Any Liability under any liabilities or obligations attributable Plan except to the extent specifically assumed pursuant to Section 5.4; (vii) Any Liability to any Employee who is not a Transferred Employee, provided that the Purchaser shall have complied with its obligations under Section 5.4; (viii) Any Liability to any Transferred Employee arising out of any claim made pursuant to Applicable Laws relating to employment standards, occupational health and safety, human rights, labour relations or workers compensation, or employee grievance based upon facts, acts, events, omissions or occurrences prior to the Closing Date (for the avoidance of doubt, Excluded Liabilities do not include any liability to a Transferred Employee to the extent arising from the Purchaser’s failure by Seller to comply recognize a Transferred Employee’s seniority rights arising from his or her pre-Closing Date employment with the terms thereofCompany as required by Section 5.4); (bix) Any liabilities set forth on or obligations (other than those falling within Section 1.6(b)(x)) with respect to any actions, suits, proceedings, or possible claims, whether such actions, suits, proceedings, or possible claims are currently pending, threatened, contingent, subsequently arise, or otherwise, in any way relating to the conduct of the Business prior to the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Date; (cx) Except as provided in Section 1.6(a)(v), any and all liabilities set forth on or obligations arising from or in connection with warranty claims relating to products manufactured or sold by the Company prior to the Closing Statement for unearned revenue, provided that Date and any liabilities relating to the aggregate amount return of liabilities assumed hereunder does not exceed any products sold by the aggregate liability for such amount set forth in Company prior to the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Date; (dxi) any and all liabilities which relate or obligations arising from or in connection with product liability claims relating to periods on products manufactured or after sold by the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods Company prior to the Effective Date Closing Date; (xii) Any liabilities for which Seller has paid BuyerEnvironmental Damages relating to the Business or Assets arising from conditions existing prior to the Closing Date, whether or not disclosed in the schedules to this Agreement or otherwise known to Sellers or Purchaser; (xiii) All costs, expenses, liabilities, or obligations incurred by the Company incident to the negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained in this Agreement; (xiv) Any Liability of the Company to any Affiliate of the Company of other Related Person of any Seller; (xv) Any Liability arising out of or resulting from the Company’s compliance or non-compliance with any Applicable Law; (xvi) Any Liability to distribute to any of the Company’s shareholders or otherwise apply all or any part of the consideration received by the Company under this Agreement; (xvii) Any liabilities or obligations relating to the Excluded Assets; and (exviii) subject Any Liability of the Company under this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodthis Agreement.

Assumption of Liabilities. Upon On the terms and subject to the conditions of this Agreementset forth herein, Buyer agrees, effective on and after the Effective Initial Closing Date and each Subsequent Closing Date, the Buyer shall assume, satisfy or perform the Liabilities attributable to assume the following liabilities and obligations respective Ownership Shares of Seller the Required Sellers or the Remaining Sellers participating in such Closing, in each case, in respect of, or otherwise arising from the operation or use of the Acquired Assets, other than the Excluded Liabilities (as set forth in Section 2.4 below) (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all liabilities Environmental Liabilities, other than those included in the Excluded Liabilities (as set forth in Section 2.4); (b) except as specifically provided in Sections 2.4(p) and obligations of Seller arising with respect to post-Closing periods 2.4(q), all Liabilities under (i) the Contracts listed Material Contracts, Leases, Other Assigned Contracts, Emergency Preparedness Agreements, Intellectual Property Licenses, the Transferable Permits and any employment contracts with NAESCO employees, all in accordance with the terms thereof, except in each case, to the extent such Liabilities, but for a breach or default by any Seller, would have been paid, performed or otherwise discharged prior to such Closing Date, or to the extent the same arise out of any such breach or default and (ii) the contracts, leases, commitments and other agreements entered into by the Sellers with respect to the Acquired Assets prior to the final Subsequent Closing pursuant to the terms of this Agreement; (c) all Liabilities in respect of or otherwise arising from the Permitted Encumbrances which do not result from a default or failure to act under the Permitted Encumbrances by the Sellers prior to the Initial Closing Date; PROVIDED, HOWEVER, Permitted Encumbrances as to which a Seller's liability terminates as a matter of law upon such Seller's sale of its interest in the Real Property shall not be Assumed Liabilities; (d) with respect to the Acquired Assets, any Tax that may be imposed by any federal, state or local government on Schedule 2.02(athe ownership, sale, operation or use of the Acquired Assets on or after such Closing Date, and any Liability to make payments in addition to or in lieu of property taxes, but not any Income Taxes attributable to income received by the Sellers or any New Hampshire Business Enterprise Taxes to which any of the Sellers may be subject prior to such Closing Date; (e) attached heretoall Liabilities in respect of (i) the Decommissioning of the Facility, (ii) the management, storage, transportation and disposal of Spent Nuclear Fuel (including, without limitation, all fees payable to DOE under the DOE Standard Contracts entered into by Seller with subscribers in accrued after the ordinary course of business prior to the relevant Closing Date) and Low Level Waste, and (iii) any other Contracts entered into by Seller with decommissioning or post-operative disposition of the consent of Buyer Facility or any other Acquired Assets; (which consent is not f) any Liability for any ▇▇▇▇▇-▇▇▇▇▇▇▇▇ secondary financial protection retrospective premium obligations for (i) the Sellers' nuclear worker Liability attributable to be unreasonably withheld or delayed) in the ordinary course of business employment prior to such Closing Date or (ii) any third-party Nuclear Liability arising out of any nuclear incident prior to such Closing Date (it being agreed that if the Closing (but excluding in Sellers are unable to cause the assignment of all or any part of such retrospective premium obligations, the foregoing cases any liabilities or Sellers shall remain primarily liable for such indemnification obligations attributable and the Buyer shall indemnify the Sellers therefor pursuant to any failure by Seller to comply with the terms thereofSection 9.4); (bg) all Liabilities of the Sellers for retrospective premium obligations under the Sellers' ▇▇▇▇ accounts arising out of any occurrence prior to such Closing Date; (h) all Liabilities arising under or relating to Nuclear Laws or relating to any claim in respect of Nuclear Material arising out of the ownership or operation of the Acquired Assets whether occurring prior to, on or after such Closing Date, including liabilities set forth on or obligations arising out of or resulting from exposure to radiation, an "extraordinary nuclear occurrence," "nuclear incident" or "precautionary evacuation" (as such terms are defined in the Closing Statement to refund Atomic Energy Act) at the security deposits to Site, or any other licensed nuclear reactor site in the customers who are entitled to receive same United States, including, without limitation, liability for any deferred premiums assessed in accordance connection with such an extraordinary nuclear occurrence, a nuclear incident or precautionary evacuation under any applicable NRC or industry retrospective rating plan or insurance policy, including any mutual insurance pools established in compliance with the terms requirements imposed under Section 170 of their service contractthe Atomic Energy Act, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"10 C.F.R. Part 140, and 10 C.F.R. ss. 50.54(w); (ci) liabilities set forth on except as otherwise specifically addressed in this SECTION 2.3, all Liabilities accruing after such Closing Date arising under NRC Regulations or the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")NRC Licenses including fees or charges; (dj) liabilities which relate all other Liabilities expressly allocated to periods on or after assumed by the Effective Date Buyer in respect this Agreement or in any of which prorations are made the Related Agreements; (k) all Liabilities under Section 2.08 and liabilities which relate to periods prior incentive compensation programs to the Effective Date for which Seller has paid Buyerextent applicable to employees of NAESCO or any Affiliate who are employed at Seabrook; and (el) subject all other Liabilities of any nature whatsoever to the extent arising from the ownership or operation of the Facility, Acquired Assets and Assumed Liabilities, unless expressly excluded pursuant to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period2.4.

Assumption of Liabilities. Upon Except as provided herein, Buyers shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of Sellers whatsoever, and Sellers shall retain responsibility for all liabilities and obligations accrued on or prior to the Closing Date and all liabilities and obligations arising from the Sellers’ operations on or prior to the Closing Date, whether or not accrued and whether or not disclosed. As the sole exceptions to the foregoing, but in any case subject to the limitations contained in Section 2.4, upon the terms and subject to the conditions of this AgreementAgreement and in reliance upon the representations, warranties and agreements herein set forth, US Buyer agrees, effective on the Effective Date, agrees to assume from Waterbury and Canadian Buyer agrees to assume from Air Guard Canada at Closing, and each agrees to thereafter perform and discharge, only the following liabilities and obligations of Seller Liabilities identified specifically below (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under Sellers included in the Final Net Actual Working Capital, including all accounts payable and other current liabilities, but excluding (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by of a Seller to comply with an Affiliate and (ii) trade and accounts payable for raw materials used exclusively in finished goods manufactured for FMC or Spectrum Brands (a/k/a United Industries) and excluding that portion of the terms thereof)trade and accounts payable for raw materials used for finished goods manufactured for FMC or Spectrum Brands (a/k/a United Industries) and for other finished goods allocated based on the finished goods inventory for FMC and Spectrum Brands (a/k/a United Industries) as of the Closing Date as a ratio of the total finished goods inventory for the Business as of the Closing Date; (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled extent not covered by Section 2.3 but in each case to receive same the extent but only to the extent accrued in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability or reserved for such amount set forth in the Closing Statement Final Actual Net Working Capital, ("CLOSING DEPOSIT LIABILITIES")i) each Seller’s obligations with respect to the replacement of or refund for damaged, defective or returned goods of the Business sold by such Seller prior to the Closing; or (ii) Seller’s obligations under, pursuant to, or with respect to any marketing fund, sales rebates, volume discounts or similar obligations; (c) all liabilities set forth on and obligations of Sellers under each Assumed Contract other than any liability or obligation resulting from, arising out of, relating to, in the nature of, or caused by (A) tort, infringement or violation of Law occurring prior to or arising from facts, events, actions, or circumstances that occurred or failed to occur prior to the Closing Statement for unearned revenue, provided that Date; (B) any breach by the aggregate amount Sellers of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in Assumed Contract occurring prior to the Closing Statement Date; ("CLOSING UNEARNED REVENUE LIABILITIES")C) any facts, events, actions, or circumstances that occurred or failed to occur prior to the Closing Date which, with notice or passage of time, would result in or give rise to a default or breach by Buyers of such Assumed Contract; and (D) any indemnification (or similar) obligation under and pursuant to Assumed Contracts to the extent arising from or relating to any facts, events, actions, or circumstances that occurred or failed to occur prior to the Closing Date; (d) liabilities which relate all rent and other obligations of Air Guard Canada under and pursuant to periods on or the Canadian Lease due and payable after the Effective Date Closing Date; provided that Canadian Buyer (or any other Buyer) shall not assume any liability or obligation resulting from, arising out of, relating to, in respect the nature of, or caused by (A) tort, infringement or violation of which prorations are made under Section 2.08 and liabilities which relate Law (including any Environmental Law) occurring prior to periods or arising from facts, events, actions, or circumstances that occurred or failed to occur prior to the Effective Closing Date; (B) any breach by the Sellers of the Canadian Lease occurring prior to the Closing Date; (C) any facts, events, actions, or circumstances that occurred or failed to occur prior to the Closing Date for which Seller has paid Buyerwhich, with notice or passage of time, would result in or give rise to a default or breach by Buyers of the Canadian Lease; and (D) any indemnification (or similar) obligation under and pursuant to the Canadian Lease to the extent arising from or relating to any facts, events, actions, or circumstances that occurred or failed to occur prior to the Closing Date; and (e) subject to Section 8.02, all obligations in any liability or obligation for Taxes arising from or with respect way related to the Purchased Assetstermination or cessation of employment of any or all of the Canadian Listed Employees, including without limitation such obligations arising out of such Canadian Listed Employees’ employment with Air Guard Canada (the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period“Listed Employee Obligations”).

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer each Purchaser agrees, effective on at the Effective DateClosing, to assume and to satisfy and discharge when due the following liabilities and obligations Liabilities of Seller (all of such Liabilities other than the "ASSUMED LIABILITIES"Excluded Liabilities being herein collectively referred to as the “Assumed Liabilities”): (a) all liabilities Liabilities in respect of Products Exploited by or on behalf of Purchasers on or after the Closing, including Liabilities in respect of returns, rebates and obligations chargebacks of Seller arising Products and, to the extent attributable to the period after the Closing Date, payment of user fees due for the Products under the Prescription Drug User Fee Act, as amended, as further detailed in the Transition Services Agreement; (b) all Liabilities for Taxes relating to the Purchased Assets or the Products with respect to posta Post-Closing periods under Tax Period allocated in accordance with Section 8.7(b); (ic) all Liabilities for materials and services relating to the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into Purchased Assets contracted for by Seller with subscribers in the ordinary course of business prior to the Closing Closing, but not delivered or supplied until after the Closing, and (iii) any other Contracts entered into by Seller with all Liabilities to customers under the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Purchase Orders; (d) liabilities which relate all Liabilities under Assumed Contracts, other than any Liability to periods on the extent arising out of, or after the Effective Date in respect resulting from, (i) Liabilities incurred at or prior to Closing, (ii) any event, state of which prorations are made facts, occurrence, circumstance, development or change that arose or existed prior to Closing or (iii) services performed or Products sold under Section 2.08 and liabilities which relate to periods Assumed Contracts prior to the Effective Date for which Seller has paid BuyerClosing; and (e) subject to Section 8.02all other Liabilities arising on or after the Closing, any liability or obligation for Taxes arising from or with respect solely to the Purchased Assetsextent arising out of, or relating to, the System Purchased Assets or the System Operations which is incurred in or attributable Products. Portions of this Exhibit, indicated by the m▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to any Post-Closing Tax Periodthe Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective on at the Effective Datetime of Closing, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIESAssumed Liabilities"): (ai) all liabilities set forth on the Reference Balance Sheet to the extent included or reflected on the Closing Balance Sheet; (ii) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to from and after the Closing and Date under all Included Contracts (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any than liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (biii) all liabilities set forth and obligations under the Anchor Glass Container Corporation Executive/Key Employee Retention Plan as such Plan is in effect on the Closing Statement to refund the security deposits date hereof (other than liabilities and obligations arising under such Plan prior to the customers who are entitled to receive same in accordance with the terms Closing, which shall remain liabilities and obligations of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"Seller); (civ) all liabilities set forth under Seller Defined Benefit Plans (but excluding any and all liabilities for excise tax or related taxes or penalties to the Internal Revenue Service arising out of the failure of Seller to contribute to Seller Defined Benefit Plans) and all liabilities to the PBGC in connection with Seller Defined Benefit Plans, which liabilities shall be paid by Buyer in full on the Closing Statement for unearned revenue, provided that Date to the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in extent due and owing on the Closing Statement Date; ("CLOSING UNEARNED REVENUE LIABILITIES"v) all environmental liabilities relating to the Purchased Assets or Business (but excluding any liabilities resulting from or arising out of any (i) claim, action, suit, investigation, proceeding or judgment relating to property disposed of by Seller or any of its subsidiaries prior to the Closing Date or (ii) asbestos-related claims, actions, suits, investigations, proceedings or judgments arising out of any event or condition existing on or occurring prior to the Closing Date); (dvi) liabilities trade payables of Seller which relate to periods on or have arisen after the Effective Date filing of the Petition and which are in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to existence on the Effective Date for which Seller has paid BuyerClosing Date; and (evii) subject accrued expenses relating to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodworkers compensation claims.

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer agreesincluding Section 2.6 hereof, effective on at the Effective DateProper Closing, Purchaser agrees to assume assume, pay when due, perform and/or otherwise discharge as and when obligated (subject to the following liabilities right of Purchaser to contest any such obligation in good faith), the Liabilities and obligations of Seller and its Subsidiaries with respect to the following Liabilities, as the same shall exist on the Proper Closing Date, other than the Excluded Liabilities (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all liabilities and obligations of the Liabilities of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached heretoand its Subsidiaries respectively, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior including all accounts payable and accrued payment obligations relating to the Closing and (iii) any other Contracts entered into by Seller with Business that are accrued on the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Net Working Capital Schedules; (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount all Liabilities set forth in Section 2.3(b) of the Seller's Disclosure Letter, except to the extent such Liabilities have been disposed of as of the close of business on the Proper Closing Statement ("CLOSING DEPOSIT LIABILITIES")Date; (c) liabilities set forth all Liabilities of Seller and its Subsidiaries based on negligence, theories of tort, product liability, breaches of Contract or other like basis for liability, including personal injury or property damage claims, to the Closing Statement for unearned revenue, provided that extent such obligations or Liabilities primarily relate to the aggregate amount Purchased Assets or arose out of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in operation of the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Business; (d) liabilities which relate all Liabilities of Seller and its Subsidiaries arising under, or incurred in order to periods comply with, any Environmental Law (or regulation or order issued thereunder) pertaining to any condition existing on or after in any of the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior Business Real Property or otherwise relating primarily to the Effective Date Business; (e) all obligations of Seller and its Subsidiaries under the Real Property Business Leases; (f) all obligations of Seller and its Subsidiaries under the Business Contracts and Business Permits (other than the Non-Transferable Business Permits); (g) all obligations of Seller and its Subsidiaries for which replacement of, or refund for, damaged, defective or returned goods primarily related to the Business; (h) all obligations of Seller has paid Buyerand its Subsidiaries with respect to any security deposit held by Seller and its Subsidiaries as lessor or sublessor under the Real Property Business Leases; (i) all Liabilities of Seller and its Subsidiaries specifically assumed by Purchaser pursuant to Section 6.11; and (ej) subject to 50% of all Expenditures incurred in accordance with Section 8.02, any liability or obligation for Taxes arising from or 6.21 with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodFran▇ ▇▇▇▇▇▇▇ ▇▇▇ Environmental Liabilities.

Assumption of Liabilities. Upon PRGI agrees to assume, from and after the terms and subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Closing Date, to assume only the following liabilities and obligations of Seller (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all obligations and liabilities and obligations of Seller relating to the Business arising with respect to post-Closing periods under (i) from and after the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers Effective Date in the ordinary course of business prior under the Contracts with Customers, Associates and Employees and other Contracts, and equipment and other Leases expressly designated by PRGI as Assigned Contracts and Assigned Leases; (b) Seller's normal trade payables relating to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not Business to be unreasonably withheld or delayed) acquired by PRGI pursuant hereto incurred in the ordinary course of business and outstanding at the Effective Date or incurred in the ordinary course of business thereafter and advances made after August 31, 1998 used to pay normal trade payables relating to the Business to be acquired by PRGI pursuant hereto, excluding (i) all Seller Transaction Expenses; (ii) non-trade payables (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), including any Prior Period Payments to RBA; (iii) non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto); (iv) commission amounts for audit services due to Associates, auditors, or other service providers on accounts receivable collected prior to the Closing Effective Date; and (but excluding in v) all accounts payable, accrued expenses or other indebtedness due to the Seller as of the foregoing cases Effective Date under the Principal Agreement, or in connection with any liabilities advances to Associates, or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")otherwise; (c) liabilities set forth on the Closing Statement commission amounts for unearned revenueaudit services which will be owed by Seller to its Associates, provided that the aggregate amount auditors or other service providers upon collection of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth Accounts Receivable, Unbilled Claims and Work in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after Progress outstanding at the Effective Date Date. Except for the Assumed Liabilities, PRGI shall not assume any debts or liabilities of Seller of any kind or nature whatsoever. Seller agrees to make full and prompt payment of all of its trade payables not assumed by PRGI as and when due. Anything to the contrary contained herein notwithstanding, PRGI shall neither assume nor have any obligations or liabilities whatsoever in respect of which prorations are made severance, WARN Act, income tax withholding, payroll and/or unemployment tax, workers' compensation, pension, profit-sharing, health insurance, COBRA or any other employee or other benefit liabilities in respect of any Business Employees or in respect of any Employee Benefit Plans, including, without limitation any contribution, tax, lien, penalty, cost, interest, claim, loss, action, suit, damage, cost assessment, withdrawal liability, liability to the PBGC, liability under Section 2.08 and liabilities which relate to periods prior to 412 of the Effective Date for which Seller has paid Buyer; and (eCode or Section 302(a)(2) subject to Section 8.02of ERISA, any or other similar liability or obligation for Taxes arising from expense of Seller or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable any ERISA Affiliate and PRGI shall not become a party to any Post-Closing Tax PeriodEmployee Benefit Plan as a result of any of the transactions contemplated by this Agreement.

Assumption of Liabilities. Upon (a) Subject to the terms and subject to the conditions of this Agreement, Buyer agrees, effective on at and as of the Effective DateTime, the Purchaser shall assume and agree to assume pay, perform, discharge and satisfy when due in accordance with their terms the following liabilities Liabilities: (i) Liabilities under any of the Assigned Contracts accruing, arising out of or relating to periods after the Effective Time; (ii) any amount which may be payable pursuant to Section 365(b) of the Bankruptcy Code on account of the assumption and assignment of any Assigned Contract shall be borne 25% by the Purchaser and 75% by the Sellers; (iii) those capital equipment lease obligations of Seller the Business and debt obligations under outstanding promissory notes of the Business identified on Schedule 2.3(a)(iii) (excluding all amounts which may be payable pursuant to Section 365(b) of the Bankruptcy Code on account of the assumption and assignment of any such capital lease obligations and debt obligations and giving effect to any reduction to any such obligations occurring on or prior to the Effective Time) (the "ASSUMED LIABILITIES"): “MSB Liabilities”) (ait being expressly understood that the Sellers may renegotiate the terms of or prepay any of the MSB Liabilities on or prior to the Effective Time (including with proceeds of the Purchase Price) all liabilities so long as the payment terms of the MSB Liabilities after the Effective Time resulting from any such renegotiation or prepayment are no less favorable than those in existence as of the date hereof, and obligations so long as (A) the weighted average interest rate and the weighted average life to maturity of Seller arising the MSB Liabilities as of the Effective Time do not exceed the weighted average interest rate and the weighted average life to maturity of the MSB Liabilities as of the date hereof and (B) the restructuring of the MSB Liabilities will not require the Purchaser to make any additional cash payments in connection therewith (other than payments in respect of amounts which may be payable pursuant to Section 365(b) of the Bankruptcy Code on account of the assumption and assignment of any such capital lease or debt obligation in accordance with Section 2.3(a)(ii) hereof) other than with respect to the principal of, or interest on, such Liabilities which comply with the requirements of clause (A) above); (iv) any Liabilities for accrued vacation with respect to Eligible Employees who are hired by the Purchaser at the Effective Time or within 30 days following the Closing Date; (v) except for any items specifically excluded pursuant to Section 2.4 (iii) hereof, any unpaid post-Closing periods under (i) Petition Date accounts payable of the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers Sellers incurred in the ordinary course of business prior in an amount not to exceed $1,200,000 in the aggregate designated by the Sellers, up to $1,000,000 of which will relate to the Closing Business and up to $200,000 of which may relate to any expense of the Sellers; and (vi) any Liabilities covered by warranties assigned to the Purchaser pursuant to Section 2.1(i) of this Agreement. (The Liabilities described in the foregoing clauses (i), (ii), (iii), (iv), (v) and (iiivi) any other Contracts entered into by Seller with are collectively defined herein as the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof“Assumed Liabilities”);. (b) liabilities set forth on From the date hereof through the Closing Statement Date, Sellers shall use reasonable best efforts to refund the security deposits obtain settlements or stipulations (but without any obligation of any Seller to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate pay any amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under such settlements, except as specified in Section 2.08 and liabilities which relate to periods prior 2.3(a) hereof) with any party that objects to the Effective Date for assumption and assignment of an Assigned Contract or any related cure amount. Notwithstanding any provision contained herein to the contrary, from and after the date hereof through the Closing Date: (i) the Sellers will not reject, without the prior consent of the Purchaser, any Executory Contract other than (A) those Executory Contracts which Seller has paid Buyer; and (e) are currently subject to Section 8.02, any liability or obligation for Taxes arising from or motions pending before the Bankruptcy Court as of the date hereof and (B) Contracts that are Excluded Assets and (ii) the Sellers will consult with the Purchaser with respect to the Purchased Assetsrestructuring of, and negotiations with respect to the System or the System Operations which is incurred amount of cure costs to be paid in or attributable to respect of, any Post-Closing Tax PeriodAssigned Contract (including, without limitation, any such Assigned Contract described in Section 2.3(a)(iii) hereof).

Assumption of Liabilities. Upon Subject to the terms and subject to conditions set forth herein, at the conditions of this AgreementClosing, the Buyer agreesshall assume, effective on the Effective Datepay, to assume honor and discharge when due only the following liabilities and obligations of Seller arising out of the Assets and existing at or arising on or after the Closing Date (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations of the Seller arising with respect to post-Closing periods under (i) the Contracts listed extent reflected on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers the balance sheet included in the ordinary course Interim Financial Statements and all liabilities and obligations of business prior the Seller incurred or accrued for since the Balance Sheet Date in the Ordinary Course of Business, but only to the Closing extent that such liabilities and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all obligations constitute trade payables of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Business; (b) liabilities set forth on subject to Section 2.5, any and all liabilities, obligations and commitments under the Assumed Contracts; provided, however, that the Buyer shall not assume or be responsible for any such liabilities, obligations or commitments to be performed prior to the Closing Statement to refund the security deposits Date or that arise from breaches by Seller of such Assumed Contracts or defaults by Seller occurring prior to the customers who are entitled to receive same in accordance with the terms Closing or as a result of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")under such Assumed Contracts, all of which liabilities, obligations and commitments constitute Excluded Liabilities; (c) liabilities if the Consent Decree is executed prior to the Closing in substantially the same form (including with respect to the nationwide facility audit provisions) as attached hereto as Exhibit A, the obligation to perform, and any penalties attributable to the Buyer’s failure to meet compliance deadlines for, those obligations relating to the Facilities under the Consent Decree, but only to the extent set forth on in Appendix B to the Closing Statement for unearned revenue, Consent Decree; provided that the aggregate amount costs of liabilities assumed hereunder does not exceed the aggregate liability for compliance with such amount obligations shall be allocated as set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES");Section 4.5. (d) if the Consent Decree is not executed prior to the Closing, Buyer shall assume the obligation to join the negotiations of and to execute the Consent Decree in a form reasonably acceptable to the Buyer as the owner of the Facilities; provided that the cost of compliance with the executed Consent Decree shall be allocated as set forth in Section 4.5; (e) all liabilities which relate to periods and obligations occurring on or after the Effective Closing Date in respect first arising out of which prorations are made under Section 2.08 the Buyer’s ownership of the Assets and liabilities which relate to periods prior to its conduct of the Effective Date for which Seller has paid BuyerBusiness; and (ef) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodliabilities specifically set forth on Schedule 1.3(f).

Assumption of Liabilities. Upon PRGI agrees to assume, from and after the terms and subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Closing Date, to assume only the following liabilities and obligations of Seller (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all obligations and liabilities and obligations of Seller relating to the Business arising with respect to post-Closing periods under (i) from and after the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers Effective Date in the ordinary course of business prior under the Contracts with Customers, Associates and Employees and other Contracts, and equipment and other Leases expressly designated by PRGI as Assigned Contracts and Assigned Leases; (b) Seller's normal trade payables relating to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not Business to be unreasonably withheld or delayed) acquired by PRGI pursuant hereto incurred in the ordinary course of business and outstanding at the Effective Date or incurred in the ordinary course of business thereafter and advances made by Owner to Seller after August 31, 1998 used to pay normal trade payables relating to the Business to be acquired by PRGI pursuant hereto, excluding (i) all Seller Transaction Expenses; (ii) non-trade payables (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), including any Prior Period Payments to RBA; (iii) non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto); (iv) commission amounts for audit services due to Associates, auditors, or other service providers on accounts receivable collected prior to the Closing Effective Date; and (but excluding in v) all accounts payable, accrued expenses or other indebtedness due to Owner as of the foregoing cases Effective Date under the Principal Agreement, or in connection with any liabilities advances to Associates or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES");otherwise; and (c) liabilities set forth on the Closing Statement commission amounts for unearned revenueaudit services which will be owed by Seller to its Associates, provided that the aggregate amount auditors or other service providers upon collection of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth Accounts Receivable, Unbilled Claims and Work in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after Progress outstanding at the Effective Date Date. Except for the Assumed Liabilities, PRGI shall not assume any debts or liabilities of Seller of any kind or nature whatsoever. Seller agrees to make full and prompt payment of all of its trade payables not assumed by PRGI as and when due. Anything to the contrary contained herein notwithstanding, PRGI shall neither assume nor have any obligations or liabilities whatsoever in respect of which prorations are made severance, WARN Act, income tax withholding, payroll and/or unemployment tax, workers' compensation, pension, profit-sharing, health insurance, COBRA or any other employee or other benefit liabilities in respect of any Business Employees or in respect of any Employee Benefit Plans, including, without limitation any contribution, tax, lien, penalty, cost, interest, claim, loss, action, suit, damage, cost assessment, withdrawal liability, liability to the PBGC, liability under Section 2.08 and liabilities which relate to periods prior to 412 of the Effective Date for which Seller has paid Buyer; and (eCode or Section 302(a)(2) subject to Section 8.02of ERISA, any or other similar liability or obligation for Taxes arising from expense of Seller or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable any ERISA Affiliate and PRGI shall not become a party to any Post-Closing Tax PeriodEmployee Benefit Plan as a result of any of the transactions contemplated by this Agreement.

Assumption of Liabilities. Upon Effective as of the terms and Closing, but subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and indemnity obligations of Seller in Section 9.1(a) hereof, Buyer hereby assumes and agrees to pay, honor and discharge when due and payable the obligations, liabilities and commitments relating to the ownership or operation of the Assets, accruing, with the exception of Section 1.4(a), after the Effective Time (the "ASSUMED LIABILITIESLiabilities"):), including the following: (a) from and after the Closing Date all liabilities and obligations attributable to the ownership or operation of Seller the Assets arising with respect from, attributable to, or alleged to post-be arising from or attributable to a violation of, or the failure to perform any obligation, the basis of which is attributable to the period from and after Closing, imposed by Environmental Laws (hereinafter defined) in effect where the Assets are located, and any other liability or obligation relating to the release or disposal of any hazardous substance or pollutant, the basis of which is attributable to the period from and after the Closing periods under Date; (ib) to the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into extent not previously paid by Seller and reflected as an increase in the Base Purchase Price (hereinafter defined) or the Closing Purchase Price (hereinafter defined) in accordance with subscribers Article II, all liabilities, obligations and commitments arising out of or related to all account or trade payables incurred by Seller in the ordinary course of business prior relating to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld ownership, operation or delayed) in the ordinary course of business prior to the Closing (but excluding in all use of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with Assets after the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Effective Time; (c) liabilities set forth all liabilities, obligations and commitments to remove all fixtures and equipment located on the Closing Statement for unearned revenueReal Property and to clean up and restore the Real Property upon any abandonment thereof (including the abandoned Carlsbad refrigeration plant), except to the extent such liabilities are retained by or otherwise the responsibility of Seller as provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES");herein; and (d) liabilities which relate all other liabilities, obligations and commitments occurring, arising out of or related to periods on the ownership, operation or use of the Assets after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodTime.

Assumption of Liabilities. Upon At the Closing, subject to the terms and subject conditions set forth herein, ALBANK shall assume and undertake to pay, perform, fulfill and discharge, as of the conditions Pre-closing Close of this AgreementBusiness, Buyer agrees, effective the Liabilities as shown on the Effective Date, to assume the following liabilities books and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all records of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with Company as of the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same Pre-closing Close of Business, in accordance with the terms of their service contractsuch Liabilities in effect at such time, provided that and none other. The assumption of Liabilities shall be by the aggregate amount of liabilities assumed hereunder does not exceed Assumption Agreement and such other documents as shall reasonably be deemed necessary by the aggregate liability for Company and ALBANK to effect such amount set forth in assumption. (i) On the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on Date, the Closing Statement for unearned revenueCompany shall deliver to ALBANK the signature cards, provided that orders and contracts between the aggregate amount Company and the depositors at each of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date Branches in respect of which prorations are made under Section 2.08 and liabilities which relate to periods the Deposit Liabilities as of 12:01 a.m. on the Business Day immediately prior to the Effective Closing Date and other records of a similar character in the Company's possession at such time, all deposit slips, canceled checks, withdrawal orders and statements in the Company's possession representing or reflecting charges to said depositors, and all books of account, records and microfilm, and the forms of rules and regulations applicable to the Branches. (ii) As of the Pre-closing Close of Business, GMB shall resign as trustee or custodian, as applicable, under the Transferable Custodial Accounts and appoint ALBANK as successor trustee or custodian, as applicable, thereunder, and ALBANK agrees to accept each such appointment and to assume all fiduciary obligations with respect thereto as of the Pre-closing Close of Business. The Deposits held in such accounts as of the Pre-closing Close of Business shall be included in the Deposit Liabilities hereunder as "Assumed Custodial Deposits." The Deposits in the Nontransferable Custodial Accounts as of the Pre-closing Close of Business also shall be included in the Deposit Liabilities hereunder as "Assumed Custodial Deposits" unless (A) ALBANK, by written notice delivered to the Company at least thirty (30) days prior to the anticipated Closing Date, shall have elected for "good cause" as identified by ALBANK to the Company to have some or all such Deposits excluded from the Deposit Liabilities, in which event such deposits shall be excluded from the Deposit Liabilities hereunder, or (B) the grantor of any Nontransferable I▇▇ or the named fiduciary of any Nontransferable K▇▇▇▇ Plan Account shall have given express instructions to GMB for the naming of a successor trustee or custodian, as applicable, on or prior to the Pre-closing Close of Business and such named successor trustee or custodian is not ALBANK (any deposits excluded under (A) and (B), "Excluded Custodial Deposits"). The "good cause" identified by ALBANK under clause (A) of the foregoing sentence shall not include any earlier determination by GMB that it is unable to resign as trustee or custodian and/or appoint ALBANK as successor trustee or custodian with respect to any Nontransferable Custodial Accounts. On and after the Closing Date, GMB shall continue to serve as trustee or custodian, as applicable, of each Nontransferable I▇▇ and Nontransferable K▇▇▇▇ Plan Account, whether the Deposits held therein as of the Pre-closing Close of Business are Assumed Custodial Deposits or Excluded Custodial Deposits, unless on or prior to the Pre-closing Close of Business the grantor of any Nontransferable I▇▇ or the named fiduciary of any Nontransferable K▇▇▇▇ Plan shall have given GMB express instructions naming ALBANK as the successor trustee or custodian, as applicable, in which event GMB shall comply with such instructions and such I▇▇ or K▇▇▇▇ Plan Account will become a Transferable Custodial Account. With respect to any Nontransferable Custodial Account that is an Assumed Custodial Deposit for which Seller has paid BuyerGMB continues to serve as trustee or custodian on and after the Closing Date, GMB shall (i) use its best efforts to obtain, and cooperate with ALBANK's efforts to obtain, the documentation or customer agreements or directions necessary to permit GMB to resign as trustee or custodian and appoint ALBANK as successor trustee or custodian; and(ii) perform its duties as trustee or custodian in a prudent and diligent manner consistent with its past practices; and (iii) promptly provide ALBANK with copies of any correspondence or other documentation relating to GMB's trusteeship or custodianship of such accounts to which ALBANK should have access as depository. The Company shall deliver to the grantor of each I▇▇ and the named fiduciary of each K▇▇▇▇ Plan Account such notice of the foregoing as is required by the documentation governing each such account and applicable law and regulation or is otherwise deemed prudent by GMB as trustee or custodian of such account, after consultation with ALBANK. (eiii) On the Closing Date, the Company shall deliver to ALBANK copies of the Contracts (annexed to Schedule 1.5 attached hereto, as updated) to be assumed by ALBANK, subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period2(g).

Assumption of Liabilities. Upon From and after the terms Closing, Purchaser will assume the following obligations and subject liabilities of Seller to the extent such obligations and liabilities relate to the Assets (the “Assumed Liabilities”): (a) All liabilities or obligations (including, without limitation, any fines, penalties or costs imposed by a Governmental Authority) arising under Environmental Laws (whether such laws are enacted before or after the Closing Date), and all liabilities and obligations relating to Environmental Conditions or Hazardous Substances, in each case to the extent attributable to actions or failures to act occurring, or conditions first arising, after the Closing Date in connection with Purchaser’s ownership of the Assets or the operation thereof or with respect to the Navajo Mine, including any threatened Releases that do not exist prior to the Closing Date; (b) Except for the payment obligations pro-rated to Seller under Section 3.6, or as specifically contemplated under Section 2.4, all liabilities and obligations under all agreements, contracts, undertakings, and licenses assigned to Purchaser under this Agreement, Buyer agreesincluding the Facilities Contracts, effective on and the Effective Transferable Permits in accordance with the terms thereof, except in each case to the extent such liabilities and obligations were incurred by Seller prior to the Closing Date, to assume the following ; (c) All liabilities and obligations of Seller with respect to decommissioning the Facilities and the Facilities Switchyard, including without limitation the dismantling and removal of the Facilities and the Facilities Switchyard and the restoration of their sites, as described in the Decommissioning Report (collectively, “Decommissioning”). Notwithstanding the "ASSUMED LIABILITIES"): (a) all foregoing, the Decommissioning liabilities and obligations of Seller assumed by Purchaser do not include Excess Decommissioning Costs which would otherwise constitute Retained Environmental Liabilities and do not include liabilities and costs identified in Section 2.4(j). “Excess Decommissioning Costs” mean, for any work included in the Decommissioning Report, the decommissioning costs related thereto arising with respect to post-Closing periods under from (i) changes in Environmental Laws after the Contracts listed on Schedule 2.02(a) attached heretoEffective Date, or (ii) Contracts entered into by Seller with subscribers Remediation activities for Environmental Conditions not reflected in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) cost estimate in the ordinary course of business prior Decommissioning Report including, without limitation, any decommissioning activities related to the Closing (but excluding Morgan Lake or for soil and subsurface Environmental Conditions, which, in all either case, imposes additional costs on Purchaser in excess of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contractcost estimate, provided if any, for that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth work in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Decommissioning Report on an inflation adjusted basis; (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period.

Assumption of Liabilities. Upon The Buyer shall not assume, discharge or perform any of the terms and subject to Liabilities of any of the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to assume Sellers other than the following liabilities and obligations Liabilities of Seller the Sellers (collectively, the "ASSUMED LIABILITIES"):), all of which the Buyer will assume and pay, discharge or perform, as appropriate, from and after the Effective Date in accordance with the provisions of this Agreement: (a) all liabilities Liabilities of the Sellers arising after the Effective Date under the Assigned Contracts; provided, however, that, the Buyer shall not assume, and obligations does not hereby agree to pay or discharge, any Damages relating in any manner to or arising from any breach or default of any of the Sellers of any Assigned Contract occurring on or prior to the Effective Date regardless of whether any Seller discloses such breach or default pursuant to this Agreement; provided, further, however, that the Buyer shall not assume, and does not hereby agree to pay, discharge or perform any Liabilities arising under any Assigned Contract not specifically disclosed in Schedule 1.1(a) (the "NON-SCHEDULED ASSIGNED CONTRACTS") in excess of $50,000 in aggregate with respect to postall Non-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Scheduled Assigned Contracts; (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES");[intentionally omitted] (c) liabilities set forth accounts payable and accrued expenses (other than accounts payable and accrued expenses in respect of Excluded Liabilities, including, without limitation, accounts payable and accrued expenses for Taxes (other than specifically assumed pursuant to Section 1.3(d)) and related to workers' compensation claims or premiums) reflected on the Closing Statement for unearned revenue, provided that face of the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth Interim Balance Sheet and incurred in the Closing Statement Ordinary Course of Business ("CLOSING UNEARNED REVENUE LIABILITIES"and which are similar in nature and amount to the accounts payable and accrued expenses which arose during the comparable period of time in the immediately preceding fiscal period (taking into account any corresponding increase in expenses that are attributable to an increase in revenue)) and accounts payable and accrued expenses (other than accounts payable and accrued expenses in respect of Excluded Liabilities, including, without limitation, accounts payable and accrued expenses for Taxes (other than specifically assumed pursuant to Section 1.3(d)) and related to workers' compensation claims or premiums) incurred after the Interim Balance Sheet Date incurred in the Ordinary Course of Business (and which are similar in nature and amount to the accounts payable and accrued expenses which arose during the comparable period of time in the immediately preceding fiscal period (taking into account any corresponding increase in expenses that are attributable to an increase in revenue)); (d) liabilities which relate to periods on or after Liabilities of the Effective Date in Sellers for personal property Taxes with respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date which become due following the Effective Date, but only to the extent that such Taxes are accrued on the Interim Balance Sheet or are incurred in the Ordinary Course of Business following the Interim Balance Sheet Date; (e) the obligation to provide credit for which accrued but unpaid vacation and sick days to the extent set forth in Section 6.6 hereof; (f) Liabilities of the Sellers arising after the Effective Date under the Employee Benefit Plans attached hereto as Schedule 1.3(f) (including the obligation to make payments under the Voluntary Profit Sharing System plan following the Effective Date with respect to amounts accrued under such plan on the Interim Balance Sheet); provided, however, that, the Buyer shall not assume, and does not hereby agree to pay or discharge, any Damages relating in any manner to or arising from the operation or administration of, or any breach or default of any of the Sellers under, any such Employee Benefit Plan occurring on or prior to the Effective Date regardless of whether any Seller has paid Buyerdiscloses such breach or default pursuant to this Agreement; and (eg) subject Liabilities for providing refunds or credits to Section 8.02, customers of the Sellers resulting from the return of any liability or obligation for Taxes arising from or with respect product of the Sellers sold prior to the Purchased Assets, Effective Date in the System Ordinary Course of Business to the extent that any such refunds or credits have been fully accrued on the System Operations which is Interim Balance Sheet or are incurred in or attributable to any Post-Closing Tax Periodthe Ordinary Course of Business following the Interim Balance Sheet Date.

Assumption of Liabilities. Upon the terms On and subject to the terms and conditions of this Agreement, at the Closing, Buyer agrees, effective on (or such wholly-owned subsidiaries of Buyer as the Effective Buyer may identify prior to the Closing Date, to ) shall expressly assume each of the following liabilities and obligations obligations, whether or not accrued, whether arising before, on or after the Closing Date, regardless of Seller when asserted (the "ASSUMED LIABILITIESAssumed Liabilities"):), but not including Excluded Liabilities, in each case, to the extent relating to the Business: (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior accounts payable to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to extent set forth on the Closing Balance Sheet (but excluding as that term is defined in all of Section 1.6(c)(ii) below) (the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof"Accounts Payable"); (b) all current liabilities and expenses to the extent set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Balance Sheet; (c) all obligations and liabilities set forth of the Sellers under the agreements, contracts, leases, licenses, commitments, purchase orders and other similar arrangements (x) referenced on the Contracts Schedule, or (y) not referenced on the Contract Schedule due to the specific dollar thresholds contained in Section 5.12 below (including, without limitation, the obligation to perform under such agreements, contracts, leases, licenses, commitments and other similar arrangements), to the extent such obligations and liabilities are attributable to periods from and after the Closing Date or are reflected on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Balance Sheet; (d) all obligations and liabilities which relate of the Sellers under the Leases (as that term is defined in Section 5.9(b)) (including, without limitation, the obligation to perform under such Leases) to the extent such obligations and liabilities are attributable to periods on or from and after the Effective Closing Date in respect of which prorations or are made under Section 2.08 reflected on the Closing Balance Sheet; (e) all obligations and liabilities which relate to periods prior for refunds, advertising, coupons, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims to the Effective Date for which Seller has extent reflected on the Closing Balance Sheet; (f) all liabilities arising under the debt obligations and leases set forth on Schedule 1.3(f) attached hereto to the extent not paid Buyeror prepaid at Closing (all liabilities described in this Section 1.3(f) that are not paid or prepaid at the Closing hereinafter collectively called the "Assumed Indebtedness"); and (eg) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect all other liabilities and obligations of the Sellers relating to the Purchased AssetsBusiness set forth on the Schedules attached hereto (as such schedules may be amended, with the System or consent of the System Operations which is incurred in or Buyer, prior to the Closing Date) to the extent such obligations and liabilities are attributable to any Post-periods from and after the Closing Tax PeriodDate or are reflected on the Closing Balance Sheet.

Assumption of Liabilities. Upon the terms and subject to the conditions of this AgreementAgreement and in reliance upon the representations, warranties and agreements herein set forth, Buyer agrees, effective on at the Effective Datetime of Closing, to assume all of the following liabilities Liabilities with respect to the Aerospace Business and obligations of Seller the Transferred Assets (collectively, the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) accounts payable of the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers Aerospace Business reflected in the ordinary course of business prior to the Closing and Balance Sheet (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof"Accounts Payable"); (b) liabilities set forth all Liabilities of Seller under the Assumed Contracts to the extent accrued on the Closing Statement to refund Balance Sheet or arising from the security deposits to the customers who are entitled to receive same in accordance with the terms conduct of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in Buyer after the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Date; (c) liabilities set forth on all obligations of Seller with respect to accrued expenses of the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth Aerospace Business reflected in the Closing Statement Balance Sheet or relating to the list delivered pursuant to Section 3.8(b) ("CLOSING UNEARNED REVENUE LIABILITIESAccrued Expenses"); (d) liabilities which relate all obligations of Seller with respect to periods product warranties related to the Assumed Contracts, including, without limitation, with respect to replacement of, or refund for, damaged, defective or returned goods (the "Product Warranties") and claims of product liability ("Product Liability Claims") existing on the Closing Date (to the extent reflected in the Financial Statements) or arising after the Closing Date (collectively, the "Assumed Warranties"); (e) all obligations of Seller with respect to the Business Employees (other than the Retained Employees) in accordance with Section 5.2, including, without limitation, compensation, benefit, severance and workers compensation claims, existing on or arising after the Closing Date or resulting from the consummation of the transactions contemplated hereby (other than with respect to (i) any sale bonus payment obligations of Seller resulting from the consummation of the transactions contemplated hereby and (ii) any Excluded Liability described in Section 2.4(a)); (f) all Liabilities with respect to the Aerospace Business (other than Excluded Liabilities) to the extent resulting from operation of the Aerospace Business by Buyer on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid BuyerClosing Date; and (eg) subject all obligations of Seller to Section 8.02ship product based on product backlog as of the Closing Date (other than any fee, any liability penalty or obligation for Taxes other claim arising from or with respect Seller's breach of any such obligation arising prior to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodDate).

Assumption of Liabilities. Upon (a) On the terms and subject to the conditions of conditions, including Section 6.2, set forth in this Agreement, Buyer agrees, effective on the Effective Closing Date, to assume the following debts, liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) Contributor and its Contributed Subsidiaries set forth in this Section 2.5 shall be assumed by the Contributing Partner in connection with the transfer of Assets to it and shall be assumed by the Partnership in connection with the transfer of Assets to it, and the Partnership agrees to pay, perform and discharge all such debts, liabilities and obligations of Seller arising with respect to post-Closing periods under when due: (i) All obligations arising after the Closing Date under the Contracts listed on Schedule 2.02(a) attached hereto, and Leases that are assigned to the Partnership hereunder unless and to the extent that such obligation arises out of a violation of such Contract or Lease prior to the Closing Date; (ii) Contracts entered into All obligations under purchase orders accepted by Seller with subscribers the Contributor or its Contributed Subsidiaries in the ordinary course of business of the Contributed Business prior to the Closing and Date that are not filled as of the Closing Date; (iii) any other Contracts entered into by Seller Current accrued expenses related to [(A)] employee vacation [for Lyondell: and lag-week] accruals for employees that become Partnership Employees [for Millennium: and (B) the current portion of the deferred maintenance]; (iv) All obligations and liabilities, of every kind and nature, without limitation, arising out of, in connection with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior related to the ownership, operation or use after the Closing (but excluding in all Date of the foregoing cases any liabilities Assets or the Contributed Business; (v) Seven Year PCCL Claims to the extent the aggregate thereof does not exceed $7,000,000; (vi) Third Party Claims that are related to Pre-Closing Contingent Liabilities and that are first asserted seven years or more after the Closing Date; (vii) The obligations attributable to any failure by Seller to comply with the terms thereoffor indebtedness described on Schedule 2.5(a)(vii); (bviii) [For Millennium: Subject to Section 2.8(g), all Liabilities associated with the Assumed Plan] [for Lyondell: [Reserved]]; (ix) All Liabilities associated with products sold after the Closing Date regardless of when manufactured; (x) The long-term liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"Schedule 2.5(a)(x); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (exi) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect Any other Liability specifically assumed by the Partnership pursuant to the Purchased Assetsterms of this Agreement. The liabilities and obligations assumed by the Partnership pursuant to this Section are sometimes hereinafter referred to collectively as the "Assumed Liabilities." (b) On the Closing Date, the System or Partnership shall deliver to the System Operations which is incurred Contributor an instrument of assumption of the Assumed Liabilities substantially in or attributable to any Post-Closing Tax Periodthe form attached hereto as Exhibit F (the "Assumption Agreement").

Assumption of Liabilities. Upon the terms and subject to the conditions of this AgreementClosing, Buyer agreesshall assume and agree to pay, effective on honor and discharge, in a timely manner in accordance with the Effective Dateterms thereof, to assume only the following liabilities and obligations of Seller the Sellers (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all the liabilities and obligations of any Seller arising with respect after the Closing Date under the Assigned Contracts, the Assigned Real Property Leases and the Assigned Non-Property Leases; provided that Buyer shall not assume any liability or obligation that constitutes a breach of a representation or warranty contained herein or that is due to post-Closing periods under any breach or default by any Seller; (ib) subject to Section 2.4(a), all Current Liabilities of the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers Sellers incurred in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior extent related to the Closing (but excluding in all of Purchased Divisions, Purchased Assets or the foregoing cases any liabilities or obligations attributable Affected Employees and to any failure by Seller to comply with the terms thereof); (b) liabilities set forth extent reflected on the Closing Statement Balance Sheet (other than liabilities and obligations related to refund Taxes (except for accrued sales and use taxes and accrued real property taxes reflected on the security deposits Closing Balance Sheet, which are Assumed Liabilities), costs of the transactions contemplated by this Agreement, environmental claims, any liabilities relating to the customers employees who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"non-Affected Employees or severance expenses); (c) all liabilities set forth on and obligations arising under or in connection with the Closing Statement for unearned revenue, provided that Pension Plan and the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES");Retiree Health Plans; and (d) all liabilities which relate and obligations arising under any Environmental Law relating to periods on the Facilities located in Peoria, Illinois, including all such liabilities and obligations arising out of or after in connection with the Effective Date in respect use, storage, handling, treatment, processing, intra-Facility disposal, generation or intra-Facility transportation, Release and/or threatened Release of which prorations are made any Hazardous Materials at such location and/or migration of any Hazardous Materials to or from such location (collectively "On-Site Peoria Conditions"), provided, however, that all liabilities and obligations arising under Section 2.08 and liabilities which relate any Environmental Laws relating to periods the disposal, transportation, Release or threatened Release of any Hazardous Materials at any off-site location prior to the Effective Closing Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any shall be the sole liability or obligation for Taxes arising from or with respect to and responsibility of the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodSellers.

Assumption of Liabilities. Upon the terms and subject to the conditions of this AgreementAgreement and in reliance upon the representations, warranties and agreements herein set forth, Buyer agrees, effective on at the Effective Datetime of Closing, to assume assume, perform and discharge all of the following liabilities Liabilities with respect to the US Wireless Sales Business and obligations of Seller the Transferred Assets (collectively, the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-accounts payable of the US Wireless Sales Business (including accounts payable owed to RIL) existing on the Closing periods under (i) Date to the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers extent reflected in the ordinary course of business prior to the Closing and Balance Sheet (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof"ACCOUNTS PAYABLE"); (b) liabilities set forth all obligations of Seller under, or arising out of, the Assumed Contracts to the extent accrued on the Closing Statement Balance Sheet or arising after the Closing Date; (c) all obligations of Seller with respect to refund any capital lease relating to any Transferred Asset existing on the security deposits Closing Date to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth extent reflected in the Closing Statement Balance Sheet. (d) all obligations of Seller with respect to accrued expenses of the US Wireless Sales Business existing on the Closing Date to the extent reflected in the Closing Balance Sheet ("CLOSING DEPOSIT LIABILITIESACCRUED EXPENSES"); (ce) liabilities set forth all obligations of Seller with respect to product warranties and service contracts related to the Assumed Contracts, including, without limitation, with respect to replacement of, or refund for, damaged, defective or returned goods and claims of product liability existing on the Closing Statement for unearned revenue, provided that Date (to the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth extent reflected in the Closing Statement Balance Sheet) or arising after the Closing Date (collectively, the "CLOSING UNEARNED REVENUE LIABILITIESASSUMED WARRANTIES"); (df) liabilities which relate all obligations of Seller with respect to periods the Transferred Employees, including, without limitation, compensation, benefit, severance and workers compensation claims, (i) existing on the Closing Date and reflected in the Closing Balance Sheet or (ii) arising on or after the Effective Closing Date or resulting from the consummation of the transactions contemplated hereby (other than with respect to any Excluded Liability described in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer2.4(i) below); and (eg) subject to Section 8.02, any liability all Liabilities of the US Wireless Sales Business or obligation for Taxes arising from or with respect relating to the Purchased AssetsTransferred Assets (other than Excluded Liabilities) to the extent resulting from events or conditions occurring, or arising on or after, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodDate.

Assumption of Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, Buyer agreesat the Closing, effective on Purchaser shall assume and agree to pay and perform the Effective Date, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): under (a) all liabilities the Assumed Leases, (b) the Assumed Contracts, (c) Seller’s trade accounts payable to third parties in connection with the Business that remain unpaid as of the Closing Date (solely to the extent comprising a part of the Working Capital Adjustment Amount or Actual Working Capital Adjustment Amount), and (d) obligations of Seller arising expressly assumed under Section 8 below with respect to post-Transferred Employees, exclusively as each of such obligations relate to the Business and only to the extent that such obligations are to be performed from and after the Closing periods under Date (collectively, the “Assumed Liabilities”). Other than as expressly set forth above, Purchaser shall not assume nor be responsible to pay, perform or discharge any other obligation or liability of Seller, whether absolute or contingent, known or unknown, contractual or otherwise (collectively, the “Excluded Liabilities”), including without limitation the following: (i) any liabilities or obligations arising out of or relating to Seller’s ownership or operation of the Contracts listed on Schedule 2.02(a) attached hereto, Business and the Purchased Assets prior to the Closing; (ii) Contracts entered into by Seller with subscribers in any liabilities or obligations relating to or arising out of the ordinary course of business Excluded Assets; (iii) any liabilities or obligations for Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any taxable period ending on or prior to the Closing and (iii) Date, or any other Contracts entered into by Taxes of Seller with the consent or any members of Buyer Seller for any taxable period (which consent is not to be unreasonably withheld except for Transfer Taxes as set forth in Section 14(p) below); or delayed(iv) except as specifically provided in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases Section 8, any liabilities or obligations attributable of Seller relating to or arising out of the employment or termination of employment of any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods Employee prior to the Effective Date for which Seller has paid Buyer; and (e) subject Closing, or workers’ compensation claims of any Employee relating to Section 8.02, any liability or obligation for Taxes arising from or with respect events occurring prior to the Purchased AssetsClosing, the System or the System Operations which is incurred in employee-benefit or attributable to any Postpension-Closing Tax Periodplan liabilities.

Assumption of Liabilities. Upon the terms sale and purchase of the Subject Assets, and subject to the conditions provisions of this Agreement, each Buyer agrees, effective as identified on the Effective Date, EXHIBIT 1.1 hereto agrees to assume and to pay or to discharge when due in accordance with their respective terms, only the following liabilities and obligations of Seller (collectively, the "ASSUMED LIABILITIESLiabilities"): (a) all The liabilities and obligations of Seller arising the Dynatech Entities shown or reflected and reserved against on the Base Balance Sheet (as defined in Section 2.7 hereof) (but not in amounts in excess of the amounts so shown, reflected or reserved against), excluding any of such liabilities and obligations discharged since the date of the Base Balance Sheet; (b) All liabilities and obligations of the Dynatech Entities incurred in connection with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers Business in the ordinary course of such business from and after the date of the Base Balance Sheet to the Closing Date to the extent such liabilities or obligations (i) have not been satisfied prior to the Closing Date and (iiiii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld are shown or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth reflected and reserved against on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Net Asset Statement ("CLOSING DEPOSIT LIABILITIES"as defined in Section 1.4(b) hereof) (but not in amounts in excess of the amounts so shown, reflected or reserved against); (c) Liabilities and obligations with respect to product or service warranties (excluding product liability claims) for products or services of the Business sold or delivered by any of the Dynatech Entities prior to the Closing; and (d) All liabilities set forth and obligations of the Dynatech Entities under the Contracts listed in SECTION 1.1(c) of the Disclosure Memorandum to the extent that such liabilities or obligations accrue subsequent to the Closing or relate to the period of time after the Closing. Notwithstanding the foregoing, the Buyers shall not assume and shall not pay any of the following liabilities or obligations: (i) Taxes (as defined in Section 2.8 hereof) of Dynatech or of any Dynatech Entity relating to periods before the Closing or incurred by Dynatech or by any of the Dynatech Entities in connection with this Agreement and the transactions provided for herein), including any liability for Taxes arising out of the inclusion of any of the Dynatech Entities in any group filing consolidated, combined or unitary tax returns or arising out of any transferee liability, it being specifically agreed that the Buyers shall not be deemed to be the Sellers' transferees with respect to any Tax liability; (ii) Liabilities of Dynatech or of any Dynatech Entity under any Environmental Law (as defined in Section 2.15 hereof) (A) arising from the generation, transportation, storage, treatment, disposal or management of any Hazardous Waste (as defined in Section 2.15) at any facility of Dynatech or of any Dynatech Entity or at any site to which any such Hazardous Waste generated by Dynatech or by any Dynatech Entity was transported prior to the Closing Date or (B) otherwise resulting from the conduct of the Business by any Dynatech Entity prior to the Closing Date; (iii) Liabilities in connection with or relating to any and all actions, suits, claims, proceedings, demands, assessments and judgments, costs, losses, liabilities, damage, deficiencies and expenses (whether or not arising out of third-party claims) in connection with any litigation or any governmental or administrative proceedings to the extent arising out of events occurring prior to the Closing Date; (iv) Liabilities and obligations of any of the Dynatech Entities for product liability claims with respect to products sold by any of the Dynatech Entities prior to the Closing Date; (v) Liabilities and obligations of Dynatech or of any of the Dynatech Entities with respect to any current, retired or former employee of such Dynatech Entities, including liabilities for salary, bonuses, commissions, contingent payments and other compensation for services provided prior to the Closing Date, and including liabilities for worker's compensation and other employee claims, grievances or other proceedings arising out of events occurring prior to the Closing Date (but excluding any liabilities for accrued vacation on the Closing Statement for unearned revenuebooks of Dynatech GmbH, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"which shall be assumed); (dvi) Liabilities and obligations of Dynatech or of any of the Dynatech Entities under any pension, benefit, profit sharing, retirement, stock, deferred compensation, welfare, insurance, disability, salary continuation (other than the salary continuation obligations assumed by the Buyers pursuant to Section 7.1 hereof) and other similar plans, programs and agreements maintained by Dynatech or by any Dynatech Entity at any time in the past; or (vii) Any other liabilities and obligations of Dynatech or of any of the Dynatech Entities (including without limitation any liabilities, penalties or other costs which relate to periods may be imposed on any of the Buyers or after any of the Effective Date in respect Dynatech Entities arising out of which prorations are made under Section 2.08 and liabilities which relate to periods any violation of any applicable law by any of the Dynatech Entities prior to the Effective Closing Date and/or any failure by any Dynatech Entity to have obtained and have in effect at all relevant times any permit, license, approval or authorization necessary to conduct its business as such business was conducted prior to the Closing Date), except for the Liabilities, as defined in Sections 1.3(a) through Section 1.3(d) above. The liabilities and obligations which Seller has paid Buyer; and (e) are not assumed by the Buyers under this Agreement are hereinafter sometimes referred to as the "Excluded Liabilities." Upon the sale and purchase of the Subject Assets, and subject to Section 8.02the provisions of this Agreement, Dynatech and the Sellers hereby expressly agree to assume and to pay or to discharge when due any liability or obligation for Taxes arising from or with respect of the Excluded Liabilities to the Purchased Assetsextent that such Excluded Liabilities may be liabilities or obligations of Dynatech sro or Dynatech GmbH. Any Excluded Liability to which any Buyer shall succeed as a matter of law notwithstanding the express terms of this Agreement shall, as between the System parties, nonetheless be deemed to be an Excluded Liability, which, as between the Parties shall be the sole obligation of Dynatech and the Sellers. The assumption of said Liabilities by any party hereunder shall not enlarge any rights of third parties under contracts or arrangements with the Buyers or the System Operations which is incurred Sellers and nothing herein shall prevent any party from contesting in or attributable to good faith with any Post-Closing Tax Periodthird party any of said Liabilities.

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective shall assume on the Effective Closing Date (or, in the case of Section 2.5(d), the Toledo Plant Closing Date, to assume as applicable) and shall pay, perform and discharge when due the following obligations, liabilities and obligations commitments of each Seller (collectively, the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all obligations, liabilities and commitments of each Seller in respect of any and all Products shipped by Buyer or in respect of the operation of the Business at any time after the Closing Date except where such Products constituted finished products as of the Closing Date and such liabilities, obligations or commitments of Seller arising with respect Sellers constituted product liabilities or recall liabilities, unless (and to post-Closing periods under (ithe extent that) the Contracts listed on Schedule 2.02(a) attached heretoliabilities, (ii) Contracts entered into obligations or commitments were caused by Seller with subscribers Buyer's negligence in the ordinary course storage or transportation of business such Products after the Closing or Buyer's failure after the Closing to employ quality control standards of at least the standards employed by Sellers prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Closing; (b) except as otherwise expressly provided in Section 7.12, all liabilities set forth on and obligations for manufacturer's coupons relating to Products, which coupons are received by the clearinghouse for reimbursement for all periods beginning sixty (60) days after the Closing Statement to refund the security deposits Date, regardless of when such coupons were issued; (c) all obligations, liabilities and commitments of each Seller and its Affiliates to the customers who are entitled to receive same extent accruing, in accordance with the terms of their service contractthereof, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in after the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenueDate, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")under Purchase Orders; (d) liabilities which relate all liabilities, obligations and commitments of each Seller and its Affiliates to periods on or the extent accruing, in accordance with the terms thereof, after the Effective Date in respect Closing Date, under the Assigned Contracts; and all liabilities, obligations and commitments of which prorations are made under Section 2.08 each Seller and liabilities which relate to periods prior its Affiliates to the Effective Date for which extent accruing, in accordance with the terms thereof, after the Toledo Plant Closing Date, under the Toledo Plant Assigned Contracts; and all liabilities, obligations and commitments of each Seller has paid and its Affiliates under the Dividable Contracts with respect to any portions thereof transferred to Buyer; and, to the extent accruing in accordance with the terms thereof, after the date of transfer to Buyer, under such portions, and all liabilities, obligations and commitments of each Seller and its Affiliates under the Toledo Plant Dividable Contracts with respect to any portions thereof transferred to Buyer, to the extent accruing in accordance with the terms thereof, after the date of transfer to Buyer, under such portions; (e) subject to Section 8.02, any liability or obligation all liabilities and obligations for Taxes trade promotions arising from (i) trade promotion activities or with respect events primarily related to the Purchased AssetsBusiness that are committed to after the Closing Date and occur at any time following the Closing Date or (ii) trade promotion activities or events primarily related to the Business that occur following the Closing Date and that were committed to before the Closing Date, except to the System extent any such single activity or promotion was not disclosed, on SCHEDULE 2.5(e) or otherwise, to Buyer by Sellers and the System Operations liability and obligation per customer buying group related to such activity or promotion exceeds $100,000 unless such activity or promotion was committed to by Sellers in the ordinary course consistent with past practice; (f) all refund and replacement obligations relating to Products shipped prior to Closing and returned after the date that is thirty (30) days after the Closing Date and for retail unsaleables in all periods beginning thirty (30) days after the Closing Date; (g) all liabilities and obligations for customer deductions (which is incurred in shall not include liabilities and obligations for coupons, trade promotions or attributable to any Post-Closing Tax Period.refund and replacement obligations or retail unsaleables, which are addressed by paragraphs (b), (e) and (f) of this

Assumption of Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Buyer agreesshall assume, effective on as of the Effective DateClosing, to assume only the following liabilities and obligations of the Seller Parties, whether accrued or unaccrued, fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable as of the Closing Date (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities Liabilities of the Seller Parties under Transferred Contracts from and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to after the Closing (but excluding in all of or, if later, the foregoing cases any liabilities date on which such applicable Transferred Contracts are transferred to Buyer under this Agreement), to the extent such Liabilities do not arise from or obligations attributable relate to any failure breach or default by any Seller Party or any of its Affiliates of or under such Transferred Contracts (or any event, circumstance or condition occurring or existing prior to comply such date that, with the terms thereofnotice or lapse of time, would constitute or result in a breach or default of or under such Transferred Contracts); (b) liabilities set forth on all Liabilities for Taxes relating to the Transferred Assets for all taxable periods (or portions thereof) beginning after the Closing Statement to refund Date, for the security deposits to the customers who are entitled to receive same avoidance of doubt, including Buyer’s portion of Transfer Taxes as described in accordance with the terms of their service contractSection 8.02, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth and excluding any Excluded Liabilities described in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Section 2.05; (c) liabilities set forth on all Liabilities expressly assumed by Buyer pursuant to the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Employee Matters Agreement; (d) liabilities which relate all Liabilities related to periods on or after arising from Buyer Decommissioning and Wind Down Activities or Tool Decommissioning (other than with respect to Excluded Tools that are not Consigned Tools or Additional Assets); (e) all Liabilities related to the Effective retention payments due to any Transferred Employee under the “Project Pinehurst Retention & Transition Incentive Program” with respect to employment following the Closing Date in respect of which prorations are made under Section 2.08 and liabilities which relate an aggregate amount not to periods prior to the Effective Date for which Seller has paid Buyerexceed $2,900,000; and (ef) subject to Section 8.02, any liability or obligation for Taxes all Liabilities arising from or with respect to the Purchased Assetsownership and operation of the Transferred Assets and Consigned Tools after the Closing (or, if later, the System or date on which the System Operations which is incurred in or attributable applicable Transferred Assets are transferred to any Post-Closing Tax PeriodBuyer under this Agreement).

Assumption of Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, Buyer agreesfrom and after the Closing, effective on the Effective DatePurchaser will assume and pay, to assume perform, discharge and be responsible solely for the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a1) all liabilities and obligations The assumption of Seller arising with respect secured indebtedness incurred in the Cases pursuant to postthe $135 million debtor-Closing periods under in-possession financing facility, as previously or hereafter amended (ithe "DIP Facility") the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers on the Filing Date and approved by the Bankruptcy Court (the "ASSUMED INDEBTEDNESS"), which shall be paid by Purchaser on the Closing Date, or such later date to which the lenders under the DIP Facility shall consent. (2) The payment of an amount of Administrative Expenses and Priority Unsecured Claims (including, without limitation, accrued and unpaid expenses) not to exceed the amount of Administrative Expenses and Priority Unsecured Claims which would cause the Actual Net Asset Value to be less than $(28,575,000). Purchaser shall have the right to review and/or dispute any and all of such Administrative Expenses or Priority Unsecured Claims. Such Administrative Expenses and Priority Unsecured Claims shall be paid by Seller prior to the Closing Date or by Purchaser after the Closing Date in the ordinary course when they become due according to their terms. (3) Ordinary course trade payables and other expenses directly and solely relating to the operation of business the Business from the Effective Date to the Closing Date shall not be taken into account in the calculation of Actual Net Asset Value. Such Administrative Expenses shall be paid by Seller prior to the Closing and (iii) any other Contracts entered into Date or by Seller with Purchaser after the consent of Buyer (which consent is not to be unreasonably withheld or delayed) Closing Date in the ordinary course when they become due according to their terms. (4) Payment of business the difference between (x) all severance obligations due and owing with respect to employees of Seller as of the date hereof, including without limitation Transferred Employees, who are terminated prior to six (6) months after the Closing Date (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); nine (b9) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth months in the Closing Statement case of IT Transferred Employees) ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement including approximately $1,600,000 for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 Aisle 3 employees and liabilities which relate to periods persons terminated prior to the Effective Date), less (y) $4,600,000. All other severance obligations shall be included in the calculation of Actual Net Asset Value. Severance obligations arising from the termination of Transferred Employees more than six (6) months after the Closing Date for which Seller has paid Buyer; and(or nine (9) months in the case of IT Transferred Employees) shall be the obligation of Purchaser. (e5) subject to Section 8.02The assumption of employee benefits of Transferred Employees, any liability or obligation (including sick pay, personal days, pension and vacation pay); provided, however, that the amount of accrued vacation pay as of the Effective Date shall be included in the calculation of the Actual Net Asset Value, and, for Taxes arising from or with respect to the Purchased Assetsthat purpose, the System or amount of such accrued vacation pay of Transferred Employees as of the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodEffective Date shall be fixed at $1,000,000.

Assumption of Liabilities. Upon At the terms and subject to the conditions of this AgreementClosing, Buyer agreesshall assume, effective on the Effective Dateand thereafter pay, to assume perform and discharge when due, all of the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"):), which Assumed Liabilities are listed by category, including estimated amounts of such Assumed Liabilities on Schedule 1.3: (a) all of Sellers' accounts payable that both (i) arise in the ordinary course of business and (ii) in the case of each Seller, arise after such Seller's respective Petition Date, each of which are Allowed Administrative Expense Claims or reasonably expected to be Allowed Administrative Expense Claims (collectively, the "ACCOUNTS PAYABLE"); (b) all liabilities and obligations of Seller Sellers first arising with respect to post-after the Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior relating to the Closing and (iii) any other Contracts entered into by Seller Acquired Contracts, including, without limitation, all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all assumption and assignment of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with Acquired Contracts (such cure costs are, collectively, the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIESCURE COSTS"); (c) all liabilities set forth and obligations of Sellers relating to the Acquired Assets and arising under any Environmental Law (but excluding, all liabilities and obligations of Sellers (i) for any environmental health or safety matter (including any liability or obligation arising under any Environmental Law) relating to any property or assets other than the Acquired Assets, (ii) resulting from the transport, disposal or treatment of any Hazardous Materials by Sellers on or prior to the Closing Statement for unearned revenueDate to or at any location other than the Real Property, provided that the aggregate amount (iii) relating to any personal injury of liabilities assumed hereunder does not exceed the aggregate liability for any Person resulting from exposure to Hazardous Materials or otherwise, where such amount set forth in exposure or other event or occurrence occurred on or prior to the Closing Statement Date or as a consequence of any event or occurrence prior to the Closing Date, and ("CLOSING UNEARNED REVENUE LIABILITIES"iv) for any fine or other monetary penalty arising under any Environmental Law for acts or omissions of Sellers or otherwise relating to acts or omissions or conditions with respect to the Acquired Assets as of the Closing Date); (d) all liabilities which relate to periods on or after and obligations of Sellers as of the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Closing Date for which Seller has paid Buyer; andreal and personal property Taxes that are set forth on Schedule 1.3(d); (e) subject to Section 8.02, any liability or obligation all liabilities and obligations of Sellers as of the Closing Date for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period.accrued but unpaid wages and salaries and related liabilities as described on Schedule 1.3

Assumption of Liabilities. Upon At the terms and subject to the conditions of this AgreementClosing, Buyer agreesshall assume, effective on and Buyer hereby agrees to thereafter pay, perform and discharge when due, and indemnify, defend and hold harmless the Effective DateSellers, to assume their Affiliates and all of their respective Related Persons from and against, all of, and only of, the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all post-petition ordinary course liabilities and obligations of Seller arising with respect in an amount not to post-Closing periods under (i) exceed $[200,000] for the Contracts listed accounts payable set forth on Schedule 2.02(a1.3(a) attached hereto, (ii) Contracts entered into as such schedule may be updated jointly by Seller with subscribers in Buyer and the ordinary course of business Sellers prior to the Closing and (iii) any other Contracts entered into by Seller with the consent Closing), except for Sellers’ breaches or violations of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)law related thereto; (b) all liabilities set forth on and obligations arising out of the Closing Statement Assumed Contracts and all cure costs required to refund be paid pursuant to section 365 of the security deposits to the customers who are entitled to receive same Bankruptcy Code in accordance connection with the terms assumption and assignment of their service contractthe Assumed Contracts (the “Cure Costs”), provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability such Cure Costs shall be a dollar for such amount set forth dollar reduction in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")cash portion of the Purchase Price; (c) all liabilities set forth and obligations arising from facts, events or circumstances occurring on or after the Closing Statement for unearned revenueDate relating to or arising out of the Acquired Assets, provided that the aggregate amount of liabilities assumed hereunder does not exceed Assumed Liabilities or the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Business; (d) all liabilities which relate to periods and obligations arising from the severance of any employee of any of the Sellers arising on or after the Effective Date in provided that the Buyer's aggregate liability with respect of which prorations are made under Section 2.08 and liabilities which relate to periods such severance obligations incurred prior to the Effective Closing Date for which Seller has paid Buyer; andshall not exceed $100,000; (e) subject to Section 8.02, any liability or obligation for Taxes arising from or all existing reservations of Members accepting NewAmended and Restated Membership ContractsAgreements with respect to those Properties included in the Purchased AssetsAcquired Assets and, to the extent possible upon Buyer's commercially reasonable efforts in good faith to accommodate such requests, the System existing reservations of Members accepting NewAmended and Restated Membership ContractsAgreements with respect to those properties not included in the Acquired Assets that can be transferred to other properties owned or leased by the System Operations Buyer or to which is incurred in or attributable the Buyer has access through Ultimate Resort, LLC; and ; (f) all existing reservations of the Sellers' members for travel through (g) (f) all liabilities and obligations under the NewAmended and Restated Membership ContractsAgreements relating to any Post-the period from and after the Closing Tax PeriodDate.

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective shall assume on the Effective Closing Date (or, in the case of Section 2.5(d), the Toledo Plant Closing Date, to assume as applicable) and shall pay, perform and discharge when due the following obligations, liabilities and commitments of each Seller (collectively, the "Assumed Liabilities"): -20- <Page> (a) all obligations, liabilities and commitments of each Seller in respect of any and all Products shipped by Buyer or in respect of the operation of the Business at any time after the Closing Date except where such Products constituted finished products as of the Closing Date and such liabilities, obligations or commitments of Sellers constituted product liabilities or recall liabilities, unless (and to the extent that) the liabilities, obligations or commitments were caused by Buyer's negligence in the storage or transportation of such Products after the Closing or Buyer's failure after the Closing to employ quality control standards of at least the standards employed by Sellers prior to the Closing; (b) except as otherwise expressly provided in Section 7.12, all liabilities and obligations for manufacturer's coupons relating to Products, which coupons are received by the clearinghouse for reimbursement for all periods beginning sixty (60) days after the Closing Date, regardless of when such coupons were issued; (c) all obligations, liabilities and commitments of each Seller and its Affiliates to the extent accruing, in accordance with the terms thereof, after the Closing Date, under Purchase Orders; (d) all liabilities, obligations and commitments of each Seller and its Affiliates to the "ASSUMED LIABILITIES"): extent accruing, in accordance with the terms thereof, after the Closing Date, under the Assigned Contracts; and all liabilities, obligations and commitments of each Seller and its Affiliates to the extent accruing, in accordance with the terms thereof, after the Toledo Plant Closing Date, under the Toledo Plant Assigned Contracts; and all liabilities, obligations and commitments of each Seller and its Affiliates under the Dividable Contracts with respect to any portions thereof transferred to Buyer, to the extent accruing in accordance with the terms thereof, after the date of transfer to Buyer, under such portions, and all liabilities, obligations and commitments of each Seller and its Affiliates under the Toledo Plant Dividable Contracts with respect to any portions thereof transferred to Buyer, to the extent accruing in accordance with the terms thereof, after the date of transfer to Buyer, under such portions; (ae) all liabilities and obligations for trade promotions arising from (i) trade promotion activities or events primarily related to the Business that are committed to after the Closing Date and occur at any time following the Closing Date or (ii) trade promotion activities or events primarily related to the Business that occur following the Closing Date and that were committed to before the Closing Date, except to the extent any such single activity or promotion was not disclosed, on SCHEDULE 2.5(e) or otherwise, to Buyer by Sellers and the liability and obligation per customer buying group related to such activity or promotion exceeds $100,000 unless such activity or promotion was committed to by Sellers in the ordinary course consistent with past practice; (f) all refund and replacement obligations relating to Products shipped prior to Closing and returned after the date that is thirty (30) days after the Closing Date and for retail unsaleables in all periods beginning thirty (30) days after the Closing Date; (g) all liabilities and obligations for customer deductions (which shall not include liabilities and obligations for coupons, trade promotions or refund and replacement obligations or retail unsaleables, which are addressed by paragraphs (b), (e) and (f) of Seller arising this -21- <Page> Section 2.5) attributable to invoices with respect to post-Products shipped after the Closing Date; PROVIDED that, for those customer deductions relating to Products for which it cannot be specifically determined whether the sale was after the Closing Date, Sellers and Buyer shall be responsible for liabilities and obligations for such customer deductions in accordance with the prorated percentages for the applicable time periods under set forth in SCHEDULE 2.5(g); (h) all liabilities for Taxes attributable to the Business, the Assets, any Other Business, the Special Inventory or any Other Assets (provided that Buyer shall not assume liability for any Excluded Taxes); (i) the Contracts listed on Schedule 2.02(a) attached heretoall liabilities, (ii) Contracts entered into obligations and commitments of each Seller for Inventory ordered by each Seller with subscribers in the ordinary course of business prior to the Closing Date and (iii) any other Contracts entered into by Seller with the consent of delivered to Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to after the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contractDate, provided PROVIDED that the aggregate amount of liabilities assumed hereunder does such Inventory has not exceed the aggregate liability for such amount set forth been included in the Closing Inventory Statement or the Conversion Date Inventory Statement and been given effect in any adjustment to the Purchase Price or credit under the Co-Pack Agreement under Section 2.9 or resulted in a Conversion Date Payment pursuant to Section 2.10; and (j) liabilities for vacation and paid time off for Business Employees employed by Buyer to the extent accrued by Sellers to the date of hire by Buyer ("CLOSING DEPOSIT LIABILITIESAccrued Paid Time Off"); (c, PROVIDED that Buyer is reimbursed or credited by Sellers pursuant to Section 5.8(c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth Accrued Paid Time Off. Without limiting any rights provided to Buyer in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made Article 9, Buyer's obligations under this Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) 2.5 shall not be subject to Section 8.02offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or any liability document delivered in connection herewith or obligation for Taxes any right or alleged right to indemnification hereunder arising from such actual or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodalleged breach.

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer agreesBuyers agree, OI's obligations being limited to the assumption of the liabilities listed on Appendix B hereto (the "OI Assumed Liabilities"), effective on at the Effective Datetime of Closing, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIESAssumed Liabilities"): (ai) all liabilities of the types set forth on the Reference Balance Sheet to the extent (except as otherwise provided herein) included or reflected on the Closing Balance Sheet; (ii) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to from and after the Closing and Date under all Included Contracts (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any than liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (biii) all liabilities set forth and obligations under the Anchor Glass Container Corporation Executive/Key Employee Retention Plan as such Plan is in effect on the Closing Statement to refund the security deposits date hereof (other than liabilities and obligations arising under such Plan prior to the customers who are entitled to receive same in accordance with the terms Closing, which shall remain liabilities and obligations of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"Seller); (civ) all liabilities set forth under Seller Defined Benefit Plans (but excluding any and all liabilities for excise tax or related taxes or penalties to the Internal Revenue Service arising out of the failure of Seller to contribute to Seller Defined Benefit Plans) and all liabilities to the PBGC in connection with Seller Defined Benefit Plans, which liabilities shall be paid by the applicable Buyer in full on the Closing Statement for unearned revenue, provided that Date to the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in extent due and owing on the Closing Statement Date; ("CLOSING UNEARNED REVENUE LIABILITIES"v) all environmental liabilities relating to the Purchased Assets or Business (but excluding any liabilities resulting from or arising out of any (i) claim, action, suit, investigation, proceeding or judgment relating to property disposed of by Seller or any of its subsidiaries prior to the Closing Date or (ii) asbestos-related claims, actions, suits, investigations, proceedings or judgments arising out of any event or condition existing on or occurring prior to the Closing Date); (dvi) liabilities trade payables of Seller which relate to periods on or have arisen after the Effective Date filing of the Petition and which are in respect existence on the Closing Date; (vii) accrued expenses relating to workers' compensation claims; (viii) all liabilities and obligations of which prorations are made under Section 2.08 and liabilities which relate Seller arising under, related to periods prior to or in connection with the Effective Date for which Seller has paid BuyerHeadquarters Lease; and (eix) subject all liabilities and expenses in the aggregate relating to Section 8.02insurance claims arising out of workers' compensation, general liability, products liability, and automobile liability policies issued to Seller by The Travelers Indemnity Company and its Affiliates including The Aetna Casualty and Surety Company (or any liability or obligation predecessor) for Taxes arising from or with respect periods prior to January 1, 1997; provided, however, that the Purchased Assets, amount of all such liabilities and expenses in the System or aggregate shall not exceed the System Operations which is incurred in or attributable to any Post-Closing Tax Periodsum of all amounts shown on the Reference Balance Sheet for all such insurance liabilities and expenses.

Assumption of Liabilities. Upon Buyer shall assume no liability or obligation of any of the terms and subject to Sellers except the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and obligations of Seller set forth in this Section 1.3 (the "ASSUMED LIABILITIES"):“Assumed Liabilities”), which Buyer shall thereafter assume and pay, perform and discharge in the ordinary course of business, subject to any defenses or claimed offsets asserted in good faith against the obligee to whom such liabilities or obligations are owed: (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under trade accounts payable arising after the Petition Date in connection with the operation of the Business (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior other than operations that relate to the Closing Excluded Assets) or the operation of the Acquired Assets and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to existence on the Closing Date (the “Accounts Payable”) but excluding in any and all such Accounts Payable owing to Cable and Wireless plc or any of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)its Affiliates; (b) all liabilities set forth on and obligations of Sellers under the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth Permits included in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Acquired Assets; (c) all liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount and obligations of liabilities Sellers to be assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")by Buyer pursuant to Article 9; (d) 50% of all liabilities and obligations of Sellers for Transaction Taxes payable in connection with the transactions contemplated by this Agreement, subject to a maximum liability of Buyer of $500,000 less any amounts by which cure costs actually paid by the Buyer under Section 7.4 hereof exceed $4,500,000; (e) all liabilities and obligations relating to Buyer’s ownership of the Acquired Assets or that arise as a result of Buyer’s operation of the Business other than Taxes that relate to the Business or the Acquired Assets for the periods on or through the Adjustment Date, but including Taxes relating to the Acquired Assets for periods after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid BuyerAdjustment Date; and (ef) subject leases included in the Acquired Assets pursuant to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period1.1(e).

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) At the respective Closings for the Assets, Acquiror or another Buyer shall assume and agree to pay, honor and discharge when due all liabilities Liabilities to the extent relating to or arising out of the operation of the Business by Acquiror or its Affiliates after the Closing or the ownership of the Assets or the Shares from and obligations after the Closing (other than the items set forth in clauses (v) or (vii) which in whole or in part relate to operations of Seller arising with respect the Business on or prior to post-Closing periods under Closing), but excluding the Excluded Liabilities (collectively, the “Assumed Liabilities”) including: (i) the Contracts listed all Liabilities set forth on Schedule 2.02(a) attached 2.3 hereto, ; (ii) all Liabilities of the Asset Sellers under the Assigned Contracts entered into by Seller with subscribers in (x) to the ordinary course of business prior extent attributable to the period from and after the Closing and (y) up to the Aggregate Pre-Closing Contract Liability Amount with respect to any Liabilities arising under the Assigned Contracts attributable to the period prior to Closing; (iii) all agreements, contracts, commitments and other instruments entered into by the Asset Sellers in the Ordinary Course of Business in connection with the Business, including orders and other contracts for the purchase or sale of Inventory or the sale of products or services, and that are not set forth on Schedule 1.1(ii), but only to the extent that such contracts do not provide for payments for goods or services by the Asset Sellers in excess of $250,000 in the aggregate with respect to any such contract (collectively, the “Unscheduled Contracts”), and all Liabilities thereunder (x) to the extent attributable to the period from and after the Closing and (y) up to the Aggregate Pre-Closing Contract Liability Amount with respect to any Liabilities arising thereunder attributable to the period prior to Closing; (iv) all Product Liability-Acquirors; (v) the current Liabilities of the Asset Sellers and Target Companies included in the calculation of the Closing Working Capital Balance; (vi) all Assumed Taxes; and (vii) any other Contracts entered into Liabilities specifically and expressly assumed by Seller with the consent Acquiror or another Buyer pursuant to other provisions of Buyer this Agreement (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (including Article VII, but excluding the general obligation set forth above in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereofSection 2.3(a) above);. (b) liabilities set forth on At the Closing Statement to refund Domestic Closing, Acquiror shall, or shall cause another Buyer to, assume the security deposits Assumed Liabilities relating to the customers who are entitled Domestic Operation by executing and delivering to receive same Weatherford an assumption agreement in a form to be mutually agreed by the parties prior to the Domestic Closing (the “Assumption Agreement”). At each Foreign Closing, Acquiror shall cause another Buyer to assume each of the Assumed Liabilities relating to the Foreign Operations in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodForeign Acquisition Agreements.

Assumption of Liabilities. Upon Subject to the terms and subject to conditions set forth herein, at the conditions of this AgreementClosing, Buyer agrees, effective on Purchaser shall cause the Effective Date, Acquiring Entities to assume and agree to pay and discharge when due solely the following liabilities and obligations of Seller Sellers (collectively, the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all liabilities Liabilities and obligations of each Seller arising under Included Contracts (i) that by the terms of such Included Contracts, arise after the Closing, relate to periods following the Closing and are to be observed, paid, discharged, or performed as the case may be, at any time after the Closing and/or (ii) to the extent such Liabilities and obligations (A) did not arise from a breach or default with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached heretoan Included Contract prior to Closing, (iiB) Contracts entered into by Seller with subscribers are not required to be accrued under GAAP, (C) were incurred in the ordinary course of business consistent with past practice, (D) do not, together with Liabilities and obligations assumed pursuant to Section 2.3(b), exceed $10,000 in the aggregate and (E) are taken into account in determining the Final EBIT Amount with respect to either 2004 or 2005; (b) Liabilities and obligations arising out of or relating to services provided by Sellers prior to Closing to the Closing extent such Liabilities and obligations (iiiA) any other Contracts entered into by Seller did not arise from a breach or default with the consent of Buyer respect to an Included Contract prior to Closing, (which consent is B) are not required to be unreasonably withheld or delayedaccrued under GAAP, (C) were incurred in the ordinary course of business prior consistent with past practice, (D) do not, together with Liabilities and obligations assumed pursuant to the Closing clause (but excluding ii) of Section 2.3(a), exceed $10,000 in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed and (E) are taken into account in determining the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Final EBIT Amount with respect to either 2004 or 2005; (c) liabilities Liabilities and obligations of each Seller set forth on the Final Closing Statement for unearned revenueWorking Capital Statement, provided that other than Liabilities and obligations arising outside the aggregate amount ordinary course of liabilities assumed hereunder does not exceed business after the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES");date of this Agreement; and (d) liabilities which relate Liabilities and obligations expressly assumed by Purchasers or any of their Affiliates pursuant to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period.Article X.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective at the Closing on the Effective Closing Date, to Buyer shall assume only the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the obligations of the applicable Seller(s) under the Assumed Contracts listed on Schedule 2.02(a) attached hereto, to the extent such obligations are applicable to and accrue with respect to periods subsequent to the Closing; (ii) Contracts entered the trade accounts payable of Spence outstanding at the Closing, but o▇▇▇ ▇▇ the extent such trade accounts payable remain outstanding at the Closing and are taken into account in determining adjustments to the Purchase Price pursuant to Section 2.3; (iii) accrued expenses (excluding Taxes) incurred by the Sellers related to the Business, but only to the extent such accrued expenses remain outstanding at the Closing and are taken into account in determining adjustments to the Purchase Price pursuant to Section 2.3; (iv) the current liabilities (excluding Taxes) incurred by the Sellers related to the Business, but only to the extent such current liabilities remain outstanding at the Closing and are taken into account in determining adjustments to the Purchase Price pursuant to Section 2.3; (v) the current employee liabilities (excluding Taxes) incurred by the Sellers related to the Business, but only to the extent such current liabilities remain outstanding at the Closing and are taken into account in determining adjustments to the Purchase Price pursuant to Section 2.3; (vi) any product or service warranty liability or obligations arising out of any products supplied or services performed by either Seller in connection with subscribers the Business, but only to the extent such accrued expenses remain outstanding at the Closing and up to a maximum amount $50,000 in the ordinary course aggregate; (vii) the obligations described in Section 5.4(b)(vi) with respect to the incentive plans set forth on Schedule 5.4(b)(vi), but only to the extent such current liabilities remain outstanding at the Closing and are taken into account in determining adjustments to the Purchase Price pursuant to Section 2.3; and (viii) any other liabilities or obligations arising out of business or relating to events or transactions occurring after the Closing in connection with the operations of or ownership or use of the Purchased Assets by Buyer. (b) Except as expressly provided in Section 2.2(a), Buyer does not hereby and will not assume or become liable for and shall not be obligated to pay or satisfy any obligation, debt or liability whatsoever, whether fixed, contingent or otherwise, of the Business or the Sellers or any other person or entity, including, without limitation any Indebtedness or other claim, liability or obligation arising out of the ownership or use of the Purchased Assets prior to the Closing and (iii) any other Contracts entered into or circumstances or occurrences or the operations of the Business or transactions contemplated by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business this Agreement prior to the Closing Closing, including, without limitation, by reason of any violation or alleged violation of any Legal Requirement or any other requirement of any Governmental Authority, and whether or not disclosed on the Schedules attached hereto, and regardless of when or by whom asserted (but excluding in all of collectively, the “Excluded Liabilities”). Without limiting the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with and for the terms thereof); (b) liabilities avoidance of doubt, the Assumed Liabilities shall in no event include, and the Excluded Liabilities shall include, those Excluded Liabilities set forth on the Closing Statement to refund confirmatory letter by and among the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth parties hereto in the Closing Statement form of Exhibit 2.2(b) ("CLOSING DEPOSIT LIABILITIES"the “Confirmatory Letter”); (c) . The Excluded Liabilities shall remain the responsibility and obligation of the Sellers after Closing, and the Sellers shall pay and discharge all such liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 as and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodwhen due.

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer Purchaser agrees, effective on at the Effective DateClosing, to assume the following liabilities Liabilities of the Asset Selling Corporations to the extent relating to the Business or the Conveyed Assets, and obligations of Seller no other Liabilities (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached heretoEnvironmental Liabilities, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)than Excluded Environmental Liabilities; (b) liabilities set forth on Except for Liabilities (i) pursuant to warranty obligation or otherwise relating to any alleged defects in manufacture or design or (ii) for which Pfizer has responsibility pursuant to Section 7.22 hereof, Liabilities arising from any returns of (x) Mecadox(R) by The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Midland Company ("ADM") or (y) any other Products sold prior to the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Date; (c) liabilities set forth on Liabilities arising under Plans or Foreign Plans relating to Employees solely to the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount extent set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Section 7.4; (d) liabilities which relate to periods on or Liabilities, including all lawsuits commenced and all claims made after the Effective Date Closing Date, arising from the sale of any of the Products after the Closing Date, including, without limitation, in respect of which prorations are made injuries allegedly due and owing as a result of the use or application of a Product, irrespective of the legal theory asserted; (e) Liabilities arising from and after the Closing Date under Section 2.08 the Assumed Contracts, Equipment Leases and liabilities which relate to periods prior Intellectual Property Licenses; (f) Liabilities arising from and after the Closing Date relating to the Effective Date for which Seller has paid Buyerownership of the Conveyed Assets and the operation of the Business, including Liabilities relating to Affected Employees arising from and after the Closing Date; and (eg) subject Liabilities for which Purchaser is responsible from and after the Closing Date pursuant to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred an express provision set forth elsewhere in or attributable to any Post-Closing Tax Periodthis Agreement.

Assumption of Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, Buyer agreesfrom and after the Closing, effective on the Effective DatePurchaser will assume and pay, to assume perform, discharge and be responsible solely for the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a1) The assumption of secured indebtedness incurred in the Cases pursuant to the $135 million debtor-in-possession financing facility, as previously or hereafter amended (the "DIP Facility") entered into by Seller on the Filing Date and approved by the Bankruptcy Court (the "ASSUMED INDEBTEDNESS"), which shall be paid by Purchaser on the Closing Date, or such later date to which the lenders under the DIP Facility shall consent. (2) The payment of an amount of Administrative Expenses and Priority Unsecured Claims (including, without limitation, accrued and unpaid expenses) not to exceed the amount of Administrative Expenses and Priority Unsecured Claims which would cause the Actual Net Asset Value to be less than $(28,575,000). Purchaser shall have the right to review and/or dispute any and all of such Administrative Expenses or Priority Unsecured Claims. Such Administrative Expenses and Priority Unsecured Claims shall be paid by Seller prior to the Closing Date or by Purchaser after the Closing Date in the ordinary course when they become due according to their terms. (3) Ordinary course trade payables and other expenses directly and solely relating to the operation of the Business from the Effective Date to the Closing Date shall not be taken into account in the calculation of Actual Net Asset Value. Such Administrative Expenses shall be paid by Seller prior to the Closing Date or by Purchaser after the Closing Date in the ordinary course when they become due according to their terms. (4) Payment of the difference between (x) all severance obligations due and owing with respect to employees of Seller as of the date hereof, including without limitation Transferred Employees, who are terminated prior to six (6) months after the Closing Date (or nine (9) months in the case of IT Transferred Employees) (including approximately $1,600,000 for Aisle 3 employees and persons terminated prior to the Effective Date), less (y) $4,600,000. All other severance obligations shall be included in the calculation of Actual Net Asset Value. Severance obligations arising from the termination of Transferred Employees more than six (6) months after the Closing Date (or nine (9) months in the case of IT Transferred Employees) shall be the obligation of Purchaser. (5) The assumption of employee benefits of Transferred Employees, (including sick pay, personal days, pension and vacation pay); PROVIDED, HOWEVER, that the amount of accrued vacation pay as of the Effective Date shall be included in the calculation of the Actual Net Asset Value, and, for that purpose, the amount of such accrued vacation pay of Transferred Employees as of the Effective Date shall be fixed at $1,000,000. Except as otherwise expressly provided for herein, Purchaser shall not assume any other Liabilities of the Seller, including but not limited to any claims arising prior to the Filing Date or after the Closing Date. Nothing contained in paragraph (2) above shall constitute an assumption of any particular liabilities of Seller. Rather, Purchaser is merely agreeing to pay a specified amount of Seller's Administrative Expenses and Priority Unsecured Claims, and no more. In the event that the actual Administrative Expenses and Priority Unsecured Claims of Seller exceeds the amount of the maximum payment obligation of Purchaser set forth in paragraph (2) above, such claims and related liabilities shall be the sole and exclusive responsibility of Seller and Purchaser shall not be liable for payment of any such claims. All liabilities and obligations of Seller arising with respect of whatever kind and nature, known or unknown, fixed or contingent, accrued or unaccrued, other than the Assumed Liabilities, are hereinafter referred to post-Closing periods under (i) as the Contracts listed on Schedule 2.02(a) attached hereto"EXCLUDED LIABILITIES." Purchaser shall not assume or pay, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) perform, discharge or be responsible for any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodExcluded Liabilities.

Assumption of Liabilities. Upon Except as specifically provided herein, Buyer is not assuming, or becoming responsible for, any liabilities, obligations or debts of Seller and, except as set forth herein, Seller shall remain liable for all of its liabilities, obligations and debts. On the terms and subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to assume is hereby assuming the following liabilities and obligations of Seller (collectively, the "ASSUMED LIABILITIESAssumed Liabilities"): (ai) all liabilities any Liabilities to be paid or performed after the Closing Date that arise from or out of the performance or non-performance by Buyer after the Closing Date of any Contracts included in the Assets and obligations as set forth in Sections 2.1(a)(iv) or 2.1(a)(v) of the Disclosure Schedule hereto or entered into after the date hereof in accordance with the terms hereof, including under any such extended warranty, customer support, upgrade or product delivery contracts for Sales Inventory, but not including (1) any liability, obligation or commitment of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into for any breach thereof by Seller with subscribers in the ordinary course of business or a predecessor-in-interest occurring prior to the Closing and (iii) Date or on or after the Closing Date solely with respect to any other Contracts entered into by obligations of Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business such predecessor-in-interest arising under any such contract prior to the Closing Date, or (but excluding in all 2) liabilities as of the foregoing cases any liabilities or Closing Date of the type required by GAAP to be reflected on the Closing Statement for future performance of such obligations attributable to any failure by Seller to comply in excess of the amount with respect thereto as reflected on the terms thereofClosing Statement (as finally determined);; and (bii) the accounts payable, customer deposits, deferred revenue and accrued liabilities listed on Section 2.2(d)(ii) of the Disclosure Schedule, but not including any such liability to the extent that (A) it exceeds the amount with respect thereto set forth on the Closing Statement to refund (as finally determined) and (B) it evidences any intercompany obligation of the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 Seller and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodits subsidiaries.

Assumption of Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, Buyer agreesat the Closing, Purchaser shall assume, effective on as of the Effective DateClosing, to assume and shall timely perform, pay and discharge in accordance with their respective terms only the following liabilities and obligations of Seller Liabilities (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations Liabilities of Seller arising with respect Parent under the Purchased Contracts (other than for previously paid performance required to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business have been made prior to the Closing and (iii) Effective Time), including, for the avoidance of doubt, any other Contracts entered into by Seller performance obligations associated with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Deferred Revenue related thereto; (b) liabilities set forth all Liabilities relating to Hired Employees arising from or related to their employment or termination of employment by Purchaser on or after the Closing Statement to refund Effective Time, except: (i) all Liabilities arising from or under any Employee Benefit Plan (other than the security deposits Subsidiary Plans) prior to the customers who are entitled to receive same in accordance with the terms of their service contractEffective Time unless specifically assumed by Purchaser under Article 9, provided that the aggregate amount of liabilities (ii) all Liabilities specifically assumed hereunder does by Parent under Article 9 and (iii) workers’ compensation, employment discrimination, back pay and overtime pay, whistleblower, tort (not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")nature of workers’ compensation) and other employment related claims against Parent incurred solely with respect to employment prior to the Effective Time or arising with respect to any Seller’s conduct occurring prior to the Effective Time; (c) liabilities set forth on Liabilities arising at or after the Closing Statement for unearned revenue, provided that Effective Time from the aggregate amount sale of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth Products in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Ordinary Course of Business at and after the Effective Time pursuant to product warranties, product returns and rebates; (d) liabilities which relate Liabilities constituting, or arising in connection with, accounts payable and accrued Liabilities existing at the Effective Time as set forth on Schedule 2.3(d); (e) Liabilities arising from claims or lawsuits related to periods on events arising at or after the Effective Date in respect Time; (f) one-half of which prorations are made under Section 2.08 and liabilities which relate to periods prior Transfer Taxes applicable to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to transfer of the Purchased Assets, the System or the System Operations which is incurred in or attributable Assets pursuant to any Post-Closing Tax Period.this Agreement;

Assumption of Liabilities. Upon (A) Except as otherwise expressly set forth herein or in the terms Interim Servicing Agreement, on the Closing Date, Purchaser shall assume and, thereafter, discharge fully only the following liabilities of Seller to be performed after the Cut-off Time: (i) all expenses directly related to the Accounts and activity thereon and all obligations to Cardholders, inclusive of obligations arising under the Endorsement Agreements with the entities listed on Schedule A, arising after the Cut-off Time; and (ii) subject to the conditions prorations of this Agreementfees set forth in Section 2.3(E) hereof, Buyer agreesall fees, effective on normal operating assessments and other charges of MasterCard arising after the Effective DateCut-off Time, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): except for those charges: (a) all liabilities and obligations arising from Seller's violation on or before the Cut-off Time of Seller any operating regulation of MasterCard; or (b) arising from or relating to any special assessments with respect to postperiods up to and including the Cut-Closing periods under (i) off Time. Purchaser shall not assume any liability, commitment, or any other obligation of Seller, whether absolute, contingent, or otherwise known or unknown of any nature, kind or description whatsoever, arising from or related to the Contracts operation of the Seller's Business prior to the Cut-off Time other than assuming the Endorsement Agreements with the entities listed on Schedule 2.02(a) attached heretoA, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contractand conditions in an Assignment and Assumption Agreement, provided that referred to in Section 7.1(F) and mutually agreed upon by the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES");Purchaser and Seller. (cB) liabilities set forth on Seller agrees that: (i) it shall be solely responsible for any draft retrievals, chargebacks, representments or incorrectly posted transactions with respect to Account transactions bearing Seller's ICA (as hereinafter defined) number through the Closing Statement Cut-off Time; (ii) it shall be responsible for unearned revenuepromptly processing any draft retrievals, provided chargebacks, representments or incorrectly posted transactions with respect to Account transactions bearing Seller's ICA (as hereinafter defined) number through the Conversion Date; (iii) it shall provide Purchaser with assistance, as required in this Agreement or the Interim Servicing Agreement, in handling any draft retrievals, chargebacks, representments, incorrectly posted transactions or any information related to said matters with respect to Account transactions bearing Seller's ICA number that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or occur after the Effective Date in respect of which prorations are made under Section 2.08 Conversion Date; and liabilities which relate (iv) it will be responsible for all expenses related to periods the Accounts and activity thereon prior to the Effective Date Cut-off Time, including but not limited to, the processing and other fees of Seller's Card Processor. Seller will be responsible for which all expenses charged by Seller's Card Processor for the Closing and for the conversion of the Accounts from Seller's Card Processor to the Purchaser's Card Processor, including, but not limited to, the cost of all electronic transmissions and back-up tapes. Purchaser shall have no responsibility for any such Closing or conversion expenses or for any penalties, termination fees, or similar expenses payable because of the termination of Seller's agreement with Seller's Card Processor. Purchaser will be responsible for all expenses charged by Purchaser's Card Processor for the Closing and for the conversion of the Accounts from Seller's Card Processor to the Purchaser's Card Processor. Seller has paid Buyer; andwill be responsible for any fees or expenses assessed to Seller or Seller's Card Processor in relation to this transaction by MasterCard. Purchaser will be responsible for any fees or expenses assessed to Purchaser or Purchaser's Card Processor in relation to this transaction by MasterCard. Subject to the foregoing and the Interim Servicing Agreement, Purchaser will assume responsibility for all expenses related to the Accounts and activity thereon arising after the Cut-off Time. (eC) subject Seller shall be liable for any Tax that relates to Section 8.02, any liability its operation of the Business on or obligation for Taxes arising from or with respect prior to the Purchased Assets, Cut-off Time. Purchaser shall be liable for any Tax that relates to its operation of the System or Business after the System Operations which is incurred in or attributable to any PostCut-Closing Tax Periodoff Time.

Assumption of Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Buyer agreesshall assume and agree to perform, effective on the Effective Date, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): pay or discharge when due (a) all liabilities and obligations of Seller arising under and related to the lease agreements for the Stores, as set forth on SCHEDULE 2.3 (the "LEASES"), from and after the Effective Time; (b) all liabilities and obligations of Seller arising under and related to the Assigned Contracts from and after the Effective Time, and (c) all liabilities and obligations arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all ownership of the foregoing cases Purchased Assets (other than the Leases and the Assigned Contracts) from and after the Effective Time (collectively, the "ASSUMED LIABILITIES"). For purposes of this Agreement, the term "Assumed Liabilities" shall not include the Put Lease Liabilities, if any. Except as set forth in this Section 2.3 and the Assignment and Assumption Agreement, Buyer shall not assume or be responsible for any liabilities or obligations attributable of Seller, including any liabilities or obligations relating to claims or breaches of the Leases or the Assigned Contracts or any failure by Seller to comply with the terms thereof); (b) other liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods arising at any time prior to the Effective Date Time or any accounts payable relating to the Purchased Assets. It is expressly understood and agreed that the parties intend that Buyer shall not be considered a successor to Seller by reason of any theory of law or equity and that Buyer shall have no liability for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from of Seller, except as expressly set forth in this Agreement and the Assignment and Assumption Agreement. Following the Closing, Seller shall perform, pay or with respect discharge all liabilities and obligations relating to the Purchased AssetsBusiness, other than the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodAssumed Liabilities.

Assumption of Liabilities. Upon At the terms Closing and subject to the conditions effective as of this Agreement, Buyer agrees, effective on the Effective Date, to Buyers shall assume only the following liabilities and obligations of Seller (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) liabilities reflected on the Contracts listed on Schedule 2.02(a) attached heretoJune Balance Sheet, except for any liabilities discharged since the date of the June Balance Sheet (the "Balance Sheet Date"), (ii) Contracts entered into liabilities incurred by Seller with subscribers in the ordinary course Ordinary Course of business Business since the Balance Sheet Date for which performance is due after the Closing Date (except those liabilities, if any, that arise out of Seller's breach of contract, breach of warranty, tort, infringement or violation of any Legal Requirement or out of any Proceeding), and (iii) liabilities and obligations under any Applicable Contract assigned to Buyers pursuant hereto except to the extent such obligations and liabilities arise out of Seller's default under or breach of any such Contract. In furtherance of, but without limiting, the foregoing, the Assumed Liabilities will not include any liabilities or obligations of Seller (a) for any Environmental, Health and Safety Liabilities resulting from the ownership, operation or condition of Seller, its Assets and the Facilities, or for any liabilities or obligations resulting from any Hazardous Activity in either case conducted on or prior to the Closing and Date, (iiib) for any other Contracts entered into by Seller with Taxes resulting from the consent conduct of Buyer (which consent is not to be unreasonably withheld Seller's business on or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contractDate, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth for any litigation or Proceeding relating to Seller's business or the Assets resulting from events occurring on or prior to the Closing Statement for unearned revenueDate, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate for any product liability claims relating to periods Seller's products sold on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and Closing Date, (e) subject to Section 8.02employees of Seller, including all retired and former employees arising out of their employment by Seller, (f) under any liability Plan maintained at any time by Seller or obligation to which Seller contributes, or relating to any termination of the rights of any employee under any such Plan, (g) for Taxes arising from or any vacation time in excess of 80 hours accrued by any individual employee of Seller with respect to the Purchased Assetsperiod on or before the Closing Date, or (h) for any vacation time equal to or less than 80 hours accrued by any individual employee of Seller with respect to the System period on or before the System Operations which Closing Date that is incurred in or attributable to any Post-not accrued on the Closing Tax PeriodBalance Sheet.

Assumption of Liabilities. Upon (a) Subject to the terms and subject to the conditions of this Agreement, Buyer agreesat the Closing, effective on the Effective Date, FTIRS agrees to assume the following liabilities and become responsible for all obligations of Seller the Sellers under the agreements, contracts, mortgages, instruments, licenses, and other arrangements that are FTIRS Acquired Assets (1) to provide goods or furnish services to another party after the Closing or (2) to pay for goods or services that another party will furnish to FTIRS in connection with the Ringtail Business after the Closing and no other liabilities (the "ASSUMED LIABILITIES"):“FTIRS Assumed Liabilities”). (ab) Subject to the terms and conditions of this Agreement, at the Closing, FTIAU agrees to assume and become responsible for all liabilities and obligations of Seller arising RSPL with respect to post-Closing periods under any accrued vacation or leave (iincluding accrued annual leave or long service leave) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into due to Transferred Ringtail Employees employed by Seller with subscribers RSPL in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same Australia in accordance with RSPL’s normal policies regarding such accrual (the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does “FTIAU Assumed Liabilities”). FTIAU shall not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES");assume any other liabilities. (c) liabilities set forth on Subject to the terms and conditions of this Agreement, at the Closing, FTIC agrees to assume and become responsible for all obligations of the Sellers under the agreements, contracts, mortgages, instruments, licenses, and other arrangements that are FTIC Acquired Assets (1) to provide goods or furnish services to another party after the Closing Statement or (2) to pay for unearned revenue, provided goods or services that another party will furnish to FTIC in connection with the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in Ringtail Business after the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"the “FTIC Assumed Liabilities”);. FTIC shall not assume any other liabilities. Asset Purchase Agreement 12 (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior Subject to the Effective Date terms and conditions of this Agreement, at the Closing, FTI LLC agrees to assume and become responsible for which Seller has paid Buyer; andall liabilities and obligations of RSI with respect to any accrued vacation or leave due to Transferred Ringtail Employees employed by RSI in the United States in accordance with RSI’s normal policies regarding such accrual (the “FTI LLC Assumed Liabilities”). FTI LLC shall not assume any other liabilities. (e) subject The Assumed Liabilities shall not include (a) any liability of the Sellers for Taxes (with respect to Section 8.02the Ringtail Business or otherwise), (b) any liability of the Sellers for Taxes arising in connection with the consummation of the transactions contemplated hereby (including any Income Taxes, GST or other Taxes arising because the Sellers are transferring the Acquired Assets), (c) any liability of the Sellers for the unpaid Taxes of any person other than the Sellers under Treasury Reg. §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise, (d) any obligation of the Sellers to indemnify any person by reason of the fact that such person was a partner, principal, trustee, director, officer, employee, agent or beneficiary of any of the Sellers or was serving at the request of any of the Sellers as a partner, principal, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise), (e) any liability of the Sellers for costs and expenses incurred in connection with this Agreement, any Related Agreement or the transactions contemplated hereby, (f) any liability or contingency of the Sellers arising out of, or in any way related to, any actual or alleged breach of contract or warranty, tort, infringement, violation of law or regulation, employee-related claim or obligation to defend in any civil, criminal or other legal proceeding (“Legal Claims”) or (g) any liability or obligation for Taxes arising from of the Sellers under this Agreement, any Related Agreement or other document or instrument related to the transactions contemplated herein. FTI and the Buyers shall not assume or have any responsibility with respect to any obligation or liability of the Purchased Assets, the System Sellers or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodPrincipals not specifically included within the definition of Assumed Liabilities.

Assumption of Liabilities. Upon At the terms and subject to the conditions of this AgreementClosing, Buyer agrees, effective on the Effective Date, to Purchaser shall assume the following categories of liabilities and obligations of Seller (collectively, the "ASSUMED LIABILITIESAssumed Liabilities"): (ai) to the extent relating to periods on and after the Closing, all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, Permits and the Contracts; (ii) Contracts entered into Seller's obligations to the Transferred Employees as described in Section 5.4 hereof; (iii) Seller's obligations to customers in respect of gift certificates and gift cards issued prior to the Closing Date to consumers for redemption at the Purchased Store (the "Gift Certificates") (it being understood that Purchaser is not assuming any obligations to governmental agencies or taxing authorities under escheatment or similar statutes in respect of the funds collected by Seller with subscribers upon the sale of such Gift Certificates); (iv) Seller's obligations to its customers in respect of any Power Cards, promotional items, prize coupons or other prize awards issued to a customer prior to the Closing Date; (v) All of Seller's trade accounts payable and other payables that are, in each case, incurred in the ordinary course of business prior within forty-five (45) days of closing (the "Payables"). The Payables shall include any and all obligations to the Closing and (iii) any other Contracts entered into Transferred Employees that are assumed by Seller with Purchaser under Section 5.4 or otherwise. Notwithstanding the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contractforegoing, provided that if the aggregate amount of liabilities the Payables is greater than the Working Capital (as defined below) as of the Closing Date, then the dollar amount of the Payables to be assumed hereunder does not exceed by Purchaser shall be reduced by an amount equal to such excess, such that the aggregate liability for such total dollar amount set forth of the Payables assumed by Purchaser shall be equal to the Working Capital. If there are excess Payables as contemplated in the Closing Statement foregoing sentence, then Seller shall pay the excess payables in full at the Closing, beginning with the oldest payables first, unless otherwise directed by Purchaser. For purposes of this Agreement, "Working Capital" shall mean the sum of the Inventory ("CLOSING DEPOSIT LIABILITIES"valued at cost); (c) liabilities set forth on , Cash and Receivables being acquired by Purchaser as of the Closing Statement for unearned revenueDate, provided excluding any Receivables that the aggregate amount of liabilities assumed hereunder does are older than ninety (90) days or otherwise not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")collectible; (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period.

Assumption of Liabilities. Upon From and after the terms Closing, the Buyer shall assume and subject the Buyer hereby agrees to the conditions of this Agreementpay, Buyer agrees, effective on the Effective Date, to assume the following liabilities perform and obligations of Seller (the "ASSUMED LIABILITIES"): discharge when due (a) all liabilities and obligations trade payables of Seller the Companies arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business in an amount not to exceed $50,000 except that this amount shall not include printers' invoices for books shipped after December 20, 1996, provided, however, that the aggregate liability for such printer's invoices does not exceed Thirty Thousand Dollars ($30,000), (b) direct marketing mailing expenses of the Companies for mailings entering the postal system after December 20, 1996, including paid for items designed for end of year mailing as set forth on Schedule 2.4(b) which are expected to be approximately Ninety-Five Thousand Dollars ($95,000) but in no event shall exceed One Hundred Thousand Dollars ($100,000), (c) all obligations of the Companies arising pursuant to the terms of Contracts referred to in Schedule 5.16 (other than liabilities relating to any breach or default of any Contract prior to the Closing Date), and (iiid) any other Contracts entered into by Seller with all obligations of the consent of Buyer arising after the Closing Date (which consent is not to be unreasonably withheld or delayed) collectively, the "Assumed Liabilities"). Anything in the ordinary course of business prior this Agreement to the Closing (but excluding in contrary notwithstanding, the Sellers shall be responsible for all of the foregoing cases liabilities and obligations not hereby expressly assumed by Buyer and Buyer shall not assume, or in any way be liable or responsible for, any liabilities or obligations attributable of the Sellers except as specifically provided by this Section 2.4 (the "Excluded Liabilities"). Without limiting the generality of the foregoing, Buyer shall not assume any of the following: (a) any liability or obligation under Contracts or Plans and other agreements to which the Companies are a party or by or to which it or any failure by Seller to comply with the terms thereof)of its assets, properties or rights are bound or subject which are not reflected on Schedule 5.16; (b) liabilities set forth on any liability or obligation of the Sellers arising out of (i) the conduct of the Business prior to the Closing Statement Date, or (ii) any liability or obligation of the Sellers to refund any employees of the security deposits Companies, or, (iii) except with respect to liabilities and obligations under the customers who are entitled Contracts assumed by Buyer pursuant to receive same in accordance with the terms of their service contractthis Section 2.4 hereof, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")agents or contractors; (c) liabilities set forth on any liability or obligation of the Closing Statement for unearned revenueCompanies owing to any shareholder, provided that subsidiary or Affiliate of the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Companies; (d) any liability or obligation of the Sellers arising out of or in connection with the preparation of this Agreement and the consummation and performance of the transactions contemplated by this Agreement, including, but not limited to, (i) any tax liability so arising, or (ii) any liability to which any of the parties may become subject as a result of the fact that the transactions contemplated by this Agreement are being effected, at the request of Sellers, without compliance with the provisions of any bulk sales act or any similar statute as enacted in any jurisdiction; (e) any liability or obligation of the Companies under any Lease; (f) any liabilities which relate arising under Environmental Law attributable to periods on or after the Effective Date in respect incurred as a result of which prorations are made under Section 2.08 and liabilities which relate to periods any acts, omissions, or conditions prior to the Effective Date Closing Date, including, but not limited to, liabilities for which Seller has paid Buyerthe treatment, storage or disposal of hazardous materials; (g) any liability for Taxes imposed on any of the Sellers; and (eh) subject any royalty payments relating to Section 8.02, any liability sales made on or obligation for Taxes arising from or with respect prior to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodDate.

Assumption of Liabilities. Upon the terms and subject to the conditions of this AgreementAgreement and in reliance upon the representations, warranties and agreements herein set forth, Buyer agrees, effective on at the Effective Datetime of Closing, to assume procure that the relevant European Buyer shall assume, perform and discharge the following liabilities Liabilities as relevant with respect to the EU Wireless Sales Business and obligations of Seller the Transferred Assets (collectively, the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of the European Seller arising that is the counterparty to such European Buyer ("EUROPEAN SELLER COUNTERPARTY") with respect to post-Closing periods under accounts payable of the EU Wireless Sales Business (iincluding accounts payable owed to RIL) listed in Schedule 6 of the Contracts listed on Schedule 2.02(a) attached heretorelevant Local ▇▇▇▇ of Sale (or, (ii) Contracts entered into by Seller with subscribers in the ordinary course case of business prior Racal Italy, Schedule 1 to the Closing and (iiiItalian Accounts Payable ▇▇▇▇ of Sale) any other Contracts entered into by Seller with or arising after May 31, 2003, in each case, to the consent of Buyer (which consent is not to be unreasonably withheld or delayed) extent reflected in the ordinary course of business prior to the Closing Balance Sheet (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof"ACCOUNTS PAYABLE"); (b) liabilities set forth all obligations of its European Seller Counterparty under, or arising out of, the Assumed Contracts under the relevant Local ▇▇▇▇ of Sale to the extent accrued on the Closing Statement Balance Sheet or arising after the Closing Date; (c) all obligations of its European Seller Counterparty with respect to refund any capital lease and outstanding at the security deposits Closing Date relating to any Transferred Asset listed in Schedule 7 of the relevant Local ▇▇▇▇ of Sale, other than any Italian ▇▇▇▇ of Sale, or arising after May 31, 2003, in each case, to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth extent reflected in the Closing Statement Balance Sheet; (d) all obligations of its European Seller Counterparty with respect to accrued expenses of the EU Wireless Sales Business referred to in Schedule 8 of the relevant Local ▇▇▇▇ of Sale, other than any Italian ▇▇▇▇ of Sale, or arising after May 31, 2003, in each case, to the extent reflected in the Closing Balance Sheet ("CLOSING DEPOSIT LIABILITIESACCRUED EXPENSES"); (ce) liabilities set forth all obligations of its European Seller Counterparty with respect to product warranties and service contracts relating to the Assumed Contracts, including without limitation, with respect to replacement of, or refund for, damaged, defective or returned goods and claims of product liability existing on the Closing Statement for unearned revenue, provided that Date (to the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth extent reflected in the Closing Statement Balance Sheet) or arising after the Closing Date (collectively, the "CLOSING UNEARNED REVENUE LIABILITIESASSUMED WARRANTIES");; and (df) liabilities which relate all Liabilities of the EU Wireless Sales Business or relating to periods the Transferred Assets (other than Excluded Liabilities) to the extent resulting from events or conditions occurring, or arising, on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodDate.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Buyer agrees, effective on at the Effective Applicable Closing Date, to assume Buyer shall assume, pay, perform and discharge in due course the following liabilities and obligations of Seller Liabilities (the "ASSUMED LIABILITIES"“Assumed Liabilities”): (ai) all liabilities and obligations Liabilities relating to the Applicable Purchased Assets (other than Liabilities caused or incurred by Seller prior to the Applicable Closing Date); (ii) all Liabilities of Seller and its affiliates incurred after the Applicable Closing Date (other than Liabilities arising from events occurring prior to the Applicable Closing Date), arising with respect to post-events occurring after the Applicable Closing periods Date, under (i) the Contracts listed on Schedule 2.02(a) attached heretoall SBG Contracts, (ii) Contracts entered into by Seller with subscribers other than Holdback Assets in existence as of such Applicable Closing Date, and real and personal property Leases included in the ordinary course of business Purchased Assets; (iii) all Liabilities with respect to Buyer Employees for which Buyer is responsible pursuant to Section 6.4 hereof, and all Liabilities incurred after the Primary Closing Date (other than Liabilities arising from events occurring prior to the Primary Closing and (iii) any other Contracts entered into by Seller Date), with the consent of respect to Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Employees; (biv) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation all Liabilities for Taxes arising from or with respect to the Purchased AssetsAssets for which Buyer is liable pursuant to Sections 2.5 and 2.6 hereof and all Liabilities with respect to any Tax that may be imposed by any Governmental Authority or Taxing Authority on the ownership, sale, operation or use of the Applicable Purchased Assets after the Applicable Closing Date to the extent arising out of events occurring after the Applicable Closing Date; (v) all Liabilities that Buyer or any of its affiliates has assumed or agreed to pay for or be responsible for, or will assume or agree to pay for or be responsible for, pursuant to the Ancillary Agreements; and (vi) without limiting the generality of the foregoing, all Liabilities arising out of the ownership (other than with respect to Liabilities caused or incurred by Seller prior to Closing), sale, operation, use or condition of the Applicable Purchased Assets after the Applicable Closing Date, including all Liabilities in respect of any Actions against Seller or its affiliates that arise out of the ownership (other than Liabilities arising from events occurring prior to the Applicable Closing Date), sale, operation, use or condition of the Applicable Purchased Assets after the Applicable Closing Date, except to the extent Buyer is expressly indemnified for such Liabilities pursuant to the terms of this Agreement. Notwithstanding the foregoing, the System Assumed Liabilities shall not include any of the Retained Liabilities. (b) Buyer shall take, or cause to be taken, all actions reasonably necessary to cause the System Operations which is incurred in or attributable to any Post-assumption on the Applicable Closing Tax PeriodDate by Buyer of the Assumed Liabilities, including, without limitation, the execution and delivery at each such time of the applicable Assumption Agreement.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective at the Closing on the Effective Closing Date, to Buyer shall assume only the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under “Assumed Liabilities”): (i) the obligations of the applicable Seller(s) under the Assumed Contracts listed on Schedule 2.02(a) attached hereto, to the extent such obligations are applicable to and accrue with respect to periods subsequent to the Closing; (ii) Contracts entered the trade accounts payable of ▇▇▇▇▇▇ outstanding at the Closing, but only to the extent such trade accounts payable remain outstanding at the Closing and are taken into account in determining adjustments to the Purchase Price pursuant to Section 2.3; (iii) accrued expenses (excluding Taxes) incurred by the Sellers related to the Business, but only to the extent such accrued expenses remain outstanding at the Closing and are taken into account in determining adjustments to the Purchase Price pursuant to Section 2.3; (iv) the current liabilities (excluding Taxes) incurred by the Sellers related to the Business, but only to the extent such current liabilities remain outstanding at the Closing and are taken into account in determining adjustments to the Purchase Price pursuant to Section 2.3; (v) the current employee liabilities (excluding Taxes) incurred by the Sellers related to the Business, but only to the extent such current liabilities remain outstanding at the Closing and are taken into account in determining adjustments to the Purchase Price pursuant to Section 2.3; (vi) any product or service warranty liability or obligations arising out of any products supplied or services performed by either Seller in connection with subscribers the Business, but only to the extent such accrued expenses remain outstanding at the Closing and up to a maximum amount $50,000 in the ordinary course aggregate; (vii) the obligations described in Section 5.4(b)(vi) with respect to the incentive plans set forth on Schedule 5.4(b)(vi), but only to the extent such current liabilities remain outstanding at the Closing and are taken into account in determining adjustments to the Purchase Price pursuant to Section 2.3; and 16 (viii) any other liabilities or obligations arising out of business or relating to events or transactions occurring after the Closing in connection with the operations of or ownership or use of the Purchased Assets by Buyer. (b) Except as expressly provided in Section 2.2(a), Buyer does not hereby and will not assume or become liable for and shall not be obligated to pay or satisfy any obligation, debt or liability whatsoever, whether fixed, contingent or otherwise, of the Business or the Sellers or any other person or entity, including, without limitation any Indebtedness or other claim, liability or obligation arising out of the ownership or use of the Purchased Assets prior to the Closing and (iii) any other Contracts entered into or circumstances or occurrences or the operations of the Business or transactions contemplated by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business this Agreement prior to the Closing Closing, including, without limitation, by reason of any violation or alleged violation of any Legal Requirement or any other requirement of any Governmental Authority, and whether or not disclosed on the Schedules attached hereto, and regardless of when or by whom asserted (but excluding in all of collectively, the “Excluded Liabilities”). Without limiting the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with and for the terms thereof); (b) liabilities avoidance of doubt, the Assumed Liabilities shall in no event include, and the Excluded Liabilities shall include, those Excluded Liabilities set forth on the Closing Statement to refund confirmatory letter by and among the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth parties hereto in the Closing Statement form of Exhibit 2.2(b) ("CLOSING DEPOSIT LIABILITIES"the “Confirmatory Letter”); (c) . The Excluded Liabilities shall remain the responsibility and obligation of the Sellers after Closing, and the Sellers shall pay and discharge all such liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 as and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodwhen due.

Assumption of Liabilities. Upon the terms and 2.1 Liabilities Assumed by Assuming Bank. The Assuming Bank expressly assumes at Book Value (subject to the conditions adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge all of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and obligations of Seller the Failed Bank as of Bank Closing, except as otherwise provided in this Agreement (the such liabilities referred to as "ASSUMED LIABILITIESLiabilities Assumed"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts Assumed Deposits, except those Deposits specifically listed on Schedule 2.02(a) attached hereto2.1(a); provided, (ii) Contracts entered into by Seller that as to any Deposits of public money which are Assumed Deposits, the Assuming Bank agrees to properly secure such Deposits with subscribers in such of the ordinary course of business Assets as appropriate which, prior to Bank Closing, were pledged as security therefor by the Closing and (iii) any other Contracts entered into by Seller Failed Bank, or with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all assets of the foregoing cases any liabilities or obligations attributable Assuming Bank, if such securing Assets, if any, are insufficient to any failure by Seller to comply with the terms thereof)properly secure such Deposits; (b) liabilities set forth for indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting any Assets, if any; provided, that the Closing Statement assumption of any liability pursuant to refund the security deposits this paragraph shall be limited to the customers who are entitled to receive same in accordance with market value of the terms of their service contract, provided that Assets securing such liability as determined by the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Receiver; (c) liabilities set forth borrowings from Federal Reserve Banks and Federal Home Loan Banks, if any, provided, that the assumption of any liability pursuant to this paragraph shall be limited to the market value of the assets securing such liability as determined by the Receiver; and overdrafts, debit balances, service charges, reclamations, and adjustments to accounts with the Federal Reserve Banks as reflected on the Closing Statement for unearned revenuebooks and records of any such Federal Reserve Bank within ninety (90) days after Bank Closing, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")if any; (d) ad valorem taxes applicable to any Asset, if any; provided, that the assumption of any ad valorem taxes pursuant to this paragraph shall be limited to an amount equal to the market value of the Asset to which such taxes apply as determined by the Receiver; (e) liabilities, if any, for federal funds purchased, repurchase agreements and overdrafts in accounts maintained with other depository institutions (including any accrued and unpaid interest thereon computed to and including Bank Closing); provided, that the assumption of any liability pursuant to this paragraph shall be limited to the market value of the Assets securing such liability as determined by the Receiver; (f) United States Treasury tax and loan note option accounts, if any; (g) liabilities which relate for any acceptance or commercial letter of credit (other than "standby letters of credit" as defined in 12 C.F.R. Section 337.2(a)); provided, that the assumption of any liability pursuant to periods on this paragraph shall be limited to the market value of the Assets securing such liability as determined by the Receiver; (h) duties and obligations assumed pursuant to this Agreement including without limitation those relating to the Failed Bank's credit card business, overdraft protection plans, safe deposit business, safekeeping business or after trust business, if any; (i) liabilities, if any, for Commitments; (j) liabilities, if any, for amounts owed to any Subsidiary of the Effective Date in respect of which prorations are made Failed Bank acquired under Section 2.08 3.1; (k) liabilities, if any, with respect to Qualified Financial Contracts; (l) duties and liabilities obligations under any contract pursuant to which relate to periods prior the Failed Bank provides mortgage servicing for others, or mortgage servicing is provided to the Effective Date for which Seller has paid BuyerFailed Bank by others; and (em) all asset-related offensive litigation liabilities and all asset-related defensive litigation liabilities, but only to the extent such liabilities relate to assets subject to Section 8.02a loss share agreement, and provided that all other defensive litigation and any liability or obligation for Taxes arising from or class actions with respect to credit card business are retained by the Purchased Assets, Receiver. Schedule 2.1 attached hereto and incorporated herein sets forth certain categories of Liabilities Assumed and the System or aggregate Book Value of the System Operations which Liabilities Assumed in such categories. Such schedule is incurred based upon the best information available to the Receiver and may be adjusted as provided in or attributable to any Post-Closing Tax PeriodArticle VIII.

Assumption of Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, Buyer agreesat and as of the Effective Time, effective the Purchaser shall assume and agree to pay, perform, discharge and satisfy when due only the following Liabilities: (i) Liabilities under any of the Assigned Contracts, other than Cure Payments for which Seller is responsible as provided in this Agreement, which are assigned to Purchaser hereunder, (ii) the Assumed Operating Liabilities, (iii) obligations to honor tickets for future cruises on the Effective DateVessels which have been issued in accordance with the provisions of SECTION 5.1(K) and (iv) as partial consideration for the American Queen Assets, all Liabilities related to assume the following liabilities and obligations of Seller outstanding Title XI Debt (collectively, the "ASSUMED LIABILITIES"): (a) all liabilities and obligations ). Purchaser's assumption of Seller arising with respect to post-Closing periods under (i) the Contracts listed Title XI Debt shall be on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not terms to be unreasonably withheld or delayed) in negotiated between Purchaser and MARAD. Sellers shall be solely responsible for the ordinary course payment of business prior any Cure Payments due under the Assigned Contracts up to an aggregate amount of $50,000. The estimated Cure Payments due under the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities Assigned Contracts are set forth on SCHEDULE 5.1(H) (the Closing Statement "TARGETED CURE PAYMENTS"). Notwithstanding the foregoing, in the event Purchaser elects to refund include any of Sellers' pension plans, the security deposits Oracle Contract, the Union Contract or any credit card contracts among the Assigned Contracts, Purchaser shall be solely responsible for all Cure Payments relating thereto. In the event that (A) on or before May 17, 2002, Sellers or Purchaser discover any Contract which Purchaser desires to have assigned to it and which should have been, but was not, listed on SCHEDULE 5.1(H) (an "Omitted Contract") or (B) any Targeted Cure Payments reflected on SCHEDULE 5.1(H) are less than the actual Cure Payments for any such Contract, then Purchaser shall provide prompt written notice thereof to Sellers with a request that Sellers make any or all Excess Cure Payments in respect thereof. Seller may in its sole discretion elect to make all or any portion of the Excess Cure Payments. In the event Sellers elect not to make all or any portion of such Excess Cure Payments, Sellers shall provide written notice thereof to Purchaser, and Purchaser may elect to either (x) pay the Excess Cure Payments, in which case, the affected Contract shall be assigned to and assumed by Purchaser, (y) remove such Contract from SCHEDULE 2.3 and not assume such Contract at Closing, or (z) terminate this Agreement pursuant to SECTION 10.1(I); PROVIDED, HOWEVER, if Purchaser fails to exercise such removal or termination right within the earlier to occur of (A) five (5) business days of Purchaser's receipt of Sellers' notice regarding its election not to pay the Excess Cure Payments, or (B) the Closing, Purchaser shall be deemed to have waived its removal or termination rights under this SECTION 2.3, as to that or those Contracts identified in Purchaser's notice to Sellers, except as provided in the next succeeding sentence. Subject to the customers who are entitled preceding sentence and Purchaser's right to receive same in accordance with the terms elect to assume any Omitted Contract, attached hereto as SCHEDULE 2.3 is a written list of their service contractall Contracts to be designated as Assigned Contracts which list shall be final and binding upon Purchaser and Sellers. Notwithstanding any other provision of this Agreement, provided that the aggregate amount of liabilities assumed hereunder does Sellers' obligations to pay Cure Payments shall not exceed the aggregate liability for such amount set forth $50,000 in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodaggregate.

Assumption of Liabilities. Upon the terms and subject to the conditions of set forth in this Agreement, Buyer agrees, effective on the Effective Date, Purchaser agrees to assume and agrees to pay, perform and be responsible for only the following liabilities and obligations Liabilities of Seller the Company (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all liabilities License, service and obligations support (including delivery of Seller updates) Liabilities in respect of the Purchased Contracts to the extent such Liabilities have been incurred as of the Closing Date but their performance is scheduled after the Closing Date, and all other Liabilities in respect of the Purchased Assets arising after the Closing Date, except to the extent that such Liabilities with respect to post-Closing periods a Purchased Asset relate to any failure to perform, improper performance, warranty or other breach or default under (i) such Purchased Asset by the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business Company prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof);Date; and (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date all Liabilities in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and Business Products Intellectual Property arising after the Closing Date. OTHER THAN THE ASSUMED LIABILITIES, NEITHER PURCHASER NOR ANY OF ITS AFFILIATES WILL ASSUME OR OTHERWISE BE RESPONSIBLE IN ANY WAY WHATSOEVER FOR ANY OTHER DUTIES, OBLIGATIONS OR LIABILITIES OF, OR CLAIMS AGAINST, THE COMPANY (eOR ANY OF ITS EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, TRUSTEES, REPRESENTATIVES, SUBSIDIARIES, SHAREHOLDERS OR THEIR AFFILIATES) subject to Section 8.02WITH RESPECT TO THE PURCHASED ASSETS. NEITHER PURCHASER NOR ANY OF ITS AFFILIATES WILL ASSUME OR OTHERWISE BE RESPONSIBLE IN ANY WAY WHATSOEVER FOR ANY OTHER DUTIES, any liability or obligation for Taxes arising from or with respect to the Purchased AssetsOBLIGATIONS OR LIABILITIES OF, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodOR CLAIMS AGAINST, THE COMPANY (OR ANY OF ITS EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, TRUSTEES, REPRESENTATIVES, SUBSIDIARIES, SHAREHOLDERS OR THEIR AFFILIATES) WITH RESPECT TO THE EXCLUDED ASSETS.

Assumption of Liabilities. Upon the terms and subject Except to the conditions extent assumed prior to the closing of the transaction contemplated by this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and obligations of Seller Agreement (the "ASSUMED LIABILITIESClosing"): (a) as provided in the Time Brokerage Agreement, at the Closing, Buyer shall assume all liabilities liabilities, obligations, commitments, and obligations responsibilities of Seller accruing or arising with respect from and relating exclusively to post-the ownership of the Assets or operation of the Stations from and after the Closing periods Date under any of the Assigned Contracts (collectively, the "Assumed Liabilities"). Buyer shall not assume or undertake to pay, satisfy or discharge any of Seller's liabilities, obligations, commitments or responsibilities other than the Assumed Liabilities. If, in the case of any Assigned Contract for which consent to assignment of a third party is required as indicated on Schedule 1.3(a), and (i) such consent has not been obtained as of the Contracts listed on Schedule 2.02(a) attached heretoClosing Date, and, (ii) Contracts entered into if such Assigned Contract is designated as required on Schedule 1.3(a) (a "Required Contract") (such consent to assign with respect to a Required Contract, a "Required Consent"), Buyer waives the condition precedent to its obligations set forth at Section 10.2.7 in its sole discretion, then, provided Buyer uses its commercially reasonable best efforts to both obtain the consent or Required Consent, as applicable, and to receive the benefits of such Assigned Contract, which Buyer hereby covenants to do, Seller shall use its commercially reasonable best efforts to cause the other party to such Assigned Contract to provide Buyer the benefits under and for the term of such Assigned Contract until such consent or Required Consent, as applicable, is obtained, at which time such Assigned Contract shall be assigned to Buyer; provided, however, that Seller shall not be relieved of, and Buyer shall not assume, any obligation or liability of Seller under such Assigned Contract prior to such assignment to Buyer, and that Buyer shall reimburse Seller for amounts paid by Seller with subscribers in the ordinary course of business prior pursuant to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contractsuch Assigned Contract to the extent Buyer receives or could, but for Buyer's action or inaction, receive, benefits thereunder; provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth further, that, in the event of a default by the other party to a Required Contract not assigned to Buyer prior to Closing, for which benefits are intended to be provided to Buyer after Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on pursuant to the Closing Statement terms of this Article II, Buyer shall reimburse Seller for unearned revenueits reasonable expenses incurred in obtaining performance from such defaulting party, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date pursuing any remedies available in respect of which prorations are made under Section 2.08 such party's default, and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) obtaining substitute performance, subject to Section 8.02Buyer's prior approval of any such actions and resulting expenses, any liability or obligation for Taxes arising from or with respect to which, in the Purchased Assetscase of approval of such actions by Seller, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodapproval of such resulting expenses shall not be unreasonably withheld.

Assumption of Liabilities. Upon (a) At the Closing and effective as of the Effective Time, upon the terms and subject to the conditions of this Agreementcontained herein, Buyer agrees, effective on the Effective Date, to shall assume all of the following liabilities and obligations Liabilities of Seller or Seller’s Affiliates to the extent related to the Purchased Assets or the Business (the "ASSUMED LIABILITIES"“Assumed Liabilities”): (ai) all liabilities and obligations Liabilities of Seller and its Affiliates arising with under the Assumed Contracts, to the extent relating to performance of the Assumed Contracts from and after the Effective Time; (ii) all Liabilities of Seller and its Affiliates in respect of Taxes for which Buyer is liable pursuant to postSection 2.12; (iii) all Liabilities of Seller and its Affiliates in respect of Trade Programs for which Buyer is liable pursuant to Section 2.9; (iv) all Liabilities of Seller and its Affiliates in respect of product returns, charge-Closing periods under backs, over, short and damage claims, fines and fees, product recalls and proration items for which Buyer is liable pursuant to Sections 2.8, 2.10 and 2.11; and (v) all Liabilities of Seller and its Affiliates that are expressly allocated to Buyer in this Agreement or the Ancillary Agreements. (b) Notwithstanding any provision in this Agreement to the contrary, (i) Buyer is assuming only the Contracts listed on Schedule 2.02(a) attached heretoAssumed Liabilities and is not assuming any Excluded Liability, (ii) Contracts entered into by Seller with subscribers Buyer’s assumption of any Assumed Contract that is in the ordinary course nature of business prior a Collective Bargaining Agreement or employment agreement shall be subject to the Closing limitations contained in Section 9.2, and (iii) any other Contracts entered into by Seller with respect to the consent ConAgra Trademark License Agreement, Buyer shall assume all duties and obligations of Buyer (which consent is not ▇▇▇▇▇▇ KGaA thereunder, including all duties and obligations of ▇▇▇▇▇▇ KGaA thereunder relating to be unreasonably withheld or delayed) in the ordinary course of business periods prior to the Closing (but excluding in Effective Time, provided that, as between Buyer and ▇▇▇▇▇▇ KGaA, Buyer shall be responsible for all Liabilities arising thereunder only to the extent such Liabilities relate to the periods from and after the Effective Time and, without limiting the generality of the foregoing cases foregoing, Buyer shall be responsible for royalties payable thereunder only to the extent such royalties relate to periods from and after the Effective Time and, with respect to payment of any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on royalties payable thereunder after the Closing Statement to refund and that are the security deposits to the customers who are entitled to receive same responsibility of Seller in accordance with the terms of their service contractthis sentence, provided that Seller shall cause the aggregate amount of liabilities assumed hereunder does not exceed such royalties to be paid to Buyer no later than ten (10) calendar days prior to the aggregate liability for date on which such amount set forth in is due and payable to the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth licensor under the ConAgra Trademark License Agreement, and Buyer shall tender Seller’s portion of such royalties to the licensor on or prior to the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for date such amount set forth in is due and payable to the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate licensor and notify Seller when such payment has been made to periods on or the licensor. From and after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date Time, Seller shall remain liable for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodall Excluded Liabilities.

Assumption of Liabilities. Upon PRGI agrees to assume, from and after the terms and subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Closing Date, to assume only the following liabilities and obligations of Seller (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all obligations and liabilities and obligations of Seller relating to the Business arising with respect to post-Closing periods under (i) from and after the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers Effective Date in the ordinary course of business prior under the Contracts with Customers, Associates and Employees and other Contracts, and equipment and other Leases expressly designated by PRGI as Assigned Contracts and Assigned Leases; (b) Seller's normal trade payables relating to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not Business to be unreasonably withheld or delayed) acquired by PRGI pursuant hereto incurred in the ordinary course of business and outstanding at the Effective Date or incurred in the ordinary course of business thereafter and advances made after August 31, 1998 used to pay normal trade payables relating to the Business to be acquired by PRGI pursuant hereto, excluding (i) all Seller Transaction Expenses; (ii) non-trade payables (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto); (iii) non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), including any Prior Period Payments to RBA; (iv) commission amounts for audit services due to Associates, auditors, or other service providers on accounts receivable collected prior to the Closing Effective Date; and (but excluding in v) all accounts payable, accrued expenses or other indebtedness due to the Seller as of the foregoing cases Effective Date under the Principal Agreement, or in connection with any liabilities advances to Associates, or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES");otherwise; and (c) liabilities set forth on the Closing Statement commission amounts for unearned revenueaudit services which will be owed by Seller to its Associates, provided that the aggregate amount auditors or other service providers upon collection of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth Accounts Receivable, Unbilled Claims and Work in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after Progress outstanding at the Effective Date Date. Except for the Assumed Liabilities, PRGI shall not assume any debts or liabilities of Seller of any kind or nature whatsoever. Seller agrees to make full and prompt payment of all of its trade payables not assumed by PRGI as and when due. Anything to the contrary contained herein notwithstanding, PRGI shall neither assume nor have any obligations or liabilities whatsoever in respect of which prorations are made severance, WARN Act, income tax withholding, payroll and/or unemployment tax, workers' compensation, pension, profit-sharing, health insurance, COBRA or any other employee or other benefit liabilities in respect of any Business Employees or in respect of any Employee Benefit Plans, including, without limitation any contribution, tax, lien, penalty, cost, interest, claim, loss, action, suit, damage, cost assessment, withdrawal liability, liability to the PBGC, liability under Section 2.08 and liabilities which relate to periods prior to 412 of the Effective Date for which Seller has paid Buyer; and (eCode or Section 302(a)(2) subject to Section 8.02of ERISA, any or other similar liability or obligation for Taxes arising from expense of Seller or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable any ERISA Affiliate and PRGI shall not become a party to any Post-Closing Tax PeriodEmployee Benefit Plan as a result of any of the transactions contemplated by this Agreement.

Assumption of Liabilities. Upon At the Closing, on the terms and subject to the conditions of set forth in this Agreement, Buyer agreesPurchaser shall (or shall cause its designated Subsidiaries to) assume, effective on as of the Effective DateClosing, to assume the following liabilities (collectively, the “Assumed Liabilities”) and obligations no other liabilities, the assumption of Seller (such liabilities to be effective as of the "ASSUMED LIABILITIES"):Effective Time: (a) all liabilities Liabilities that arise out of the ownership or use by Purchaser and obligations its Subsidiaries of, or the exercise by Purchaser and its Subsidiaries of Seller arising with respect rights under, the Purchased Assets or the operation of the Business by Purchaser and its Subsidiaries (and that relate to post-Closing periods under periods) after the Effective Time (i) other than Liabilities that arise out of the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into use by Seller with subscribers in or any of its Subsidiaries of, or the ordinary course exercise by Seller or any of business prior its Subsidiaries of rights under, the Intellectual Property Rights or Technology licensed to Seller pursuant to the Closing and Intellectual Property License Agreements) (iii) any other Contracts entered into by Seller with but including, for the consent avoidance of Buyer (which consent is not to be unreasonably withheld doubt, Liabilities that arise out of a continuation or delayed) in recurrence of the ordinary course of business prior facts or circumstances giving rise to the Closing matters set forth in Schedule 2.9 to the extent (but excluding in all only to the extent), if any, that such facts and circumstances continue or recur (and relate to periods) after the Effective Time and arise out of the foregoing cases any liabilities ownership or obligations attributable to any failure use by Seller to comply with Purchaser and its Subsidiaries of, or the terms thereofexercise by Purchaser and its Subsidiaries or rights under, the Purchased Assets or the operation of the Business by Purchaser and its Subsidiaries); (b) liabilities set forth Liabilities for severance (if any) payable to any Continuing Employee in the event of termination of such Continuing Employee’s employment with Purchaser and its Subsidiaries after the Effective Time, but only to the following extent and subject in each case to the following limitations: (i) if termination occurs more than thirty six (36) months after the Effective Time, Purchaser shall bear and be liable and responsible for the full amount of such severance (if any) payable to such Continuing Employee, and (ii) if termination occurs after the Effective Time and not more than thirty six (36) months after the Effective Time, Purchaser shall bear and be liable and responsible only for the portion of such severance amount that is calculated and payable based on the duration of such Continuing Employee’s post-Closing Statement service to refund Purchaser and its Subsidiaries and shall not bear or be liable or responsible for the security deposits portion of such severance that is calculated or payable based on any period of pre-Closing service, such amounts to the customers who are entitled to receive same be calculated and paid, in each case, in accordance with the terms provisions of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"Section 5.7(g); (c) liabilities set forth on other Liabilities in respect of the Closing Statement Continuing Employees for unearned revenueevents occurring, provided and for employment periods, after the Effective Time (it being understood and agreed, for the avoidance of doubt, that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth with respect to severance liabilities, in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"event of conflict between the provisions of this Section 1.3(c) and Section 1.3(b), the provisions of Section 1.3(b) shall govern, control and prevail); (d) liabilities Liabilities for Taxes for which Purchaser is liable pursuant to Section 5.6; (e) Liabilities under the Assigned Contracts and the leases and subleases underlying the Assigned Leasehold and Subleasehold Interests that arise (and that relate to periods on or periods) after the Effective Date in respect Time (it being understood and agreed, for the avoidance of which prorations are made doubt, that Purchaser assumes no Liability for breaches, defaults or nonperformance under Section 2.08 any Assigned Contract or any lease or sublease underlying any of the Assigned Leasehold and liabilities which relate to periods Subleasehold Interests occurring prior to the Effective Date for which Time); provided, however that with respect to those premises that are occupied both by employees of Purchaser and by employees of Seller has paid Buyer(or their respective Subsidiaries), such Liabilities shall be limited as provided under the applicable Real Property Transfer Agreement or the applicable provisions of the Transition Services Agreement or related statement of work; (f) Liabilities that arise out of the use by Purchaser or any of its Affiliates or any of its or their sublicensees of, or the exercise by Purchaser or any of its Affiliates or any of its or their sublicensees of rights under, the Intellectual Property Rights or Technology licensed to Purchaser pursuant to the Intellectual Property License Agreements; and (eg) subject to Section 8.02, Liabilities in respect of any liability Action or obligation for Taxes arising from Proceeding or with respect claim to the extent arising out of, relating to, or otherwise in respect of Purchaser’s or its Subsidiaries’ operation of the Business or ownership of the Purchased Assets, Assets after the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodEffective Time.

Assumption of Liabilities. Upon the terms 7.1 At Closing, Purchaser shall assume and subject agree to the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under be responsible for (i) the liabilities and obligations arising under the terms of the Contracts listed (as defined in Section 8 of Schedule 8.1.1) and the Long Term Financing pursuant to the terms of Schedule 1.1.28 attached hereto (the "Assumed Contracts") and disclosed on Schedule 2.02(a) attached hereto, the schedules hereto to the extent such liability or obligation relates to any period after the Closing Date but excluding liabilities and obligations resulting from a breach or default by the Seller prior to the Closing Date; (ii) Contracts entered into the liabilities and obligations resulting from a breach or default by Purchaser under the Assumed Contracts, which breach first occurs after the Closings Date, (iii) subject to Clause 7.4, the Assumed Warranty Obligations, (iv) liabilities and obligations deriving from the Approved Enterprise status of Seller's factories, other than liabilities and obligations resulting from Seller's failure to comply with the requirements imposed by the Investment Center on Seller that were required to be complied with on or before the Closing Date, (v) liabilities and obligations under Performance Guarantees maintained by Seller with subscribers on behalf of Purchaser to the extent such obligations and liabilities arise from or relate to breaches first occurring after the Closing Date, (vi) to the extent disclosed to Purchaser pursuant to Clause __of Schedule 8.1.1, payment obligations under letters of credit issued by Seller relating to raw materials received by Purchaser in the ordinary course of business prior to after the Closing Date and not included in the calculation of the Inventory Adjustment, (iiivii) any the Assumed Transferred Hedging Transactions, (viii) purchase orders for the sale of products to customers or for the purchase of raw materials from suppliers and agreements for other Contracts products and services used in the operation of the Cable Business that are (A) outstanding on the Closing Date, (B) which were entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business consistent with the past practice of the Cable Business and (C) subject to Clause 9.15, which are not required to be disclosed on the Schedules to this Agreement and (ix) the Assumed Redundancy Payments (collectively, (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix), the "Assumed Liabilities"). The Assumed Liabilities shall exclude any liabilities and obligations arising under contracts the assignment of which pursuant to this Agreement is not consented to by the other parties to same contracts, in which case such liabilities shall be deemed part of the Retained Liabilities, only to the extent that Purchaser was unable to act in accordance with Clause 11.1 (a) due to limitation contained in the terms of such contracts. 7.2 Other than the Assumed Liabilities, Purchaser shall not assume or be obligated to pay, perform or otherwise assume or discharge any obligations, liabilities or claims, including, without limitation, tax liabilities, product liability claims, warranty claims, Environmental Liabilities (subject to Clause 7.5 below), Redundancy Payments which are not transferred pursuant to Clause 9.5 herein, employee claims and any claims on SCHEDULE 7.2, whether due or become due, whether accrued, whether or not related to the Cable Business and whether direct or indirect, known or unknown, or absolute, contingent or otherwise existing on the Closing Date or arising out of any transactions entered into or state of facts existing, or the use, ownership, possession or operation of the Assets or conduct of the Cable Business, prior to the Closing Date (all such liabilities and obligations being "Retained Liabilities"). 7.3 Purchaser shall be responsible for the liability and obligations first arising after the Closing Date out of the use, ownership, possession or operation of the Assets or the conduct of the Cable Business by Purchaser after the Closing Date, but excluding in all the Retained Liabilities. Without limiting the generality of the foregoing cases foregoing, if Inventory, or any liabilities or partial order for Inventory, is received after the Closing Date and the cost of such Inventory (including, freight, customs and insurance) is included in the calculation of the Inventory Adjustment, then Seller shall remain obligated to discharge any payment obligations attributable (including freight, customs, and insurance) relating to such Inventory. 7.4 If, following the Closing Date, any failure customer of Seller makes a valid product warranty claim with respect to defective product shipped by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date Closing Date, Purchaser shall have the right and obligation (the "Assumed Warranty Obligation") to satisfy Seller's warranty obligation for which such defective product. Seller has paid Buyer; and (e) shall promptly reimburse Purchaser's cost incurred in satisfaction of such warranty claims, subject to Section 8.02the Exempted Amount. 7.5 The Seller shall be liable for, any liability perform, pay and discharge, when due, the Retained Liabilities. Notwithstanding the aforesaid, Environmental Liabilities which although arising out of or obligation for Taxes based upon Environmental Conditions first occurring, existing or arising from or with respect prior to the Purchased AssetsClosing Date, but are then exacerbated or aggravated by activities of the System or Purchaser after the System Operations which is incurred in or attributable Closing Date, shall be pro rated between the parties according to any Post-Closing Tax Periodgeneral principles of tort law.

Assumption of Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Closing Date, Buyer shall assume and agree to assume pay, perform and discharge when due only the following liabilities and obligations of the Seller (the "ASSUMED LIABILITIES"):and no others: (a) all liabilities and obligations of the Seller arising with in respect to post-Closing periods under (i) of the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into accounts payable of the Seller incurred by the Seller with subscribers in the ordinary course of business to the extent set forth in the balance sheet of the Seller for the l2-month period ended September 30, 1998, a copy of which is attached to Schedule 1.3(a) hereto, and accounts payable, accrued expenses, and accrued payroll and all payroll taxes and withholdings related thereto from the date of the last regular payroll period prior to the Closing Date, incurred by the Seller for goods and (iii) any other Contracts entered into by services provided to the Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to since the Closing (but excluding date thereof, in all each case exclusive of any such accounts payable or accrued expenses in respect of personal expenses of the foregoing cases any liabilities or obligations attributable Members. As of the closing date, the accounts payable and accrued expenses (exclusive of account payable and accrued expenses relating to any failure by Seller GTE) will not be more than $15,000.00 greater than the accounts payable and accrued expenses (exclusive of accounts payable and accrued expenses relating to comply with GTE) as of the terms thereofSeptember 30, 1998 Financial Statements (and accrued payroll shall not be included in the above calculations);. (b) liabilities and obligations of the Seller in respect of all lease payments beginning with those accruing as of the Closing Date and relating to periods thereafter under the leases set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Schedule 1.3(b) hereto; (c) liabilities obligations of the Seller for performance after the Closing under the agreements set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (dSchedule 1.3(e) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodhereto.