Common use of Certain Contracts and Arrangements Clause in Contracts

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

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

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

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

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

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

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

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

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

Certain Contracts and Arrangements. (a) Section 3.7(a) of the Transferor ▇▇▇▇▇ Disclosure Schedule sets forth a true and complete list, as of the date hereof, of the following Contracts contracts, agreements or commitments (including currently effective amendments and modifications thereto), other than commitments to issue owner’s title insurance policies thereto and owner’s title insurance policies, including those included within the HOH Assumed Contracts) to which any of HOH or the Company ▇▇▇▇▇ Group Entities is a party, by which any of its their properties are bound or that relate to the conduct of the ▇▇▇▇▇ Contributed Business (specifying in each case the parties thereto), whether written or oral (collectively, the “▇▇▇▇▇ Material Agreements”): (i) transportation agreements involving payments to or from the Company HOH or any ▇▇▇▇▇ Group Entity of at least $75,000 100,000 per yearyear (other than Short-Term Agreements); (ii) vendor or similar propane sale and supply agreements involving payments to or from the Company HOH or any ▇▇▇▇▇ Group Entity in excess of $75,000 100,000 per yearyear (other than Short-Term Agreements); (iii) Contractscontracts or agreements, or a group of related Contracts contracts or agreements with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,00075,000 (other than (x) propane sale and supply agreements that are not required to be listed pursuant to Section 3.7(a)(ii) and (y) agreements for the sale of propane supply trucks by Rocket Supply Corporation, a Subsidiary of HOH, in the ordinary course of the ▇▇▇▇▇ Contributed Business, except such agreements for the sale of propane supply trucks under which the undelivered balance of such trucks has a price in excess of $150,000); (iv) Contractscontracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtednessthe borrowing of money or for lines of credit; (v) real property leases calling for payments by HOH or any of the Company ▇▇▇▇▇ Group Entities of amounts greater than $75,000 30,000 per year; (vi) partnership, royalty partnership or joint venture agreements; (vii) Contracts contracts limiting the ability of HOH or any of the Company ▇▇▇▇▇ Group Entities to compete in any line of business or with any Person or in any geographic area; (viii) Contracts contracts relating to any outstanding commitment for capital expendituresexpenditures in excess of $50,000; (ix) (A) Collective Bargaining Agreements between the Company and other contracts or agreements with any Personlabor union or organization, (B) Employment Agreements between any of the Company ▇▇▇▇▇ Parties or ▇▇▇▇▇ Group Entities and any Person, ▇▇▇▇▇ Related Employees or ▇▇▇▇▇ Independent Contractors and (C) Contracts between the Company HOH Transferred Arrangements and any Independent Contractor and (D) other ▇▇▇▇▇ Plans to which the Company Plans, in each instance excluding at-▇▇▇▇▇ Group Entities will employment or Independent Contract or arrangements that may be terminated by subject after the Company without notice and without LiabilityClosing; (x) Contracts contracts not entered into in the ordinary course of the ▇▇▇▇▇ Contributed Business other than those that are not material to the ▇▇▇▇▇ Contributed Business; (xi) Contracts contracts for the acquisition or disposition of real property, capital stock or other businesses; (xii) Contracts contracts providing for indemnification of any officer, employee, member, manager officer or director of the CompanyHOH or a ▇▇▇▇▇ Group Entity; (xiii) agency, distributor, dealer, sales, marketing or similar agreements or arrangements with any Person that generates or refers business to the Company; a ▇▇▇▇▇ Group Entity or ▇▇▇▇▇ Party (xiv) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements other than propane sale and supply agreements that may are not required to be terminated by the Company without notice and without Liabilitylisted pursuant to Section 3.7(a)(ii)); and (xvxiv) Contracts contracts, agreements or commitments (whether written or oral) not otherwise disclosed in (i) — (xivxiii) above that are currently in effect and to which HOH or any of the Company ▇▇▇▇▇ Group Entities or its their respective properties are bound that are material to the Business▇▇▇▇▇ Contributed Business (excluding Short-Term Agreements that are not required to be disclosed pursuant to Sections 3.7(a)(i) or (a)(ii) above). (b) Section 3.7(b) of the ▇▇▇▇▇ Disclosure Schedule contains a complete and correct list of all Derivative Transactions (including each outstanding commodity hedging position) entered into by HOH or any ▇▇▇▇▇ Group Entity or for the account of any of their customers as of the Execution Date. All Derivative Transactions were, and any Derivative Transactions entered into after the Execution Date will be, entered into in accordance with applicable Laws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by HOH or the ▇▇▇▇▇ Group Entities, and were, and for any Derivative Transactions entered into after the Execution Date will be, entered into with counterparties believed at the applicable time of execution of the applicable Derivative Transaction to be (i) financially responsible and (ii) able to understand (either alone or in consultation with their advisers) and bear the risks of such Derivative Transactions. HOH and the ▇▇▇▇▇ Group Entities have duly performed all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of the ▇▇▇▇▇ Parties, there are no breaches, violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (c) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and provided that any indemnity, contribution and exoneration provisions contained in any such ▇▇▇▇▇ Material Agreement may be limited by applicable Laws and public policy, each of the ▇▇▇▇▇ Material Agreement Agreements (i1) to the extent that the Company is a party to such Material Agreement, constitutes the legal, valid and binding obligation of HOH or the Company applicable ▇▇▇▇▇ Group Entity enforceable against HOH or the Company applicable ▇▇▇▇▇ Group Entity in accordance with its terms, (ii2) is in full force and effect as of the Execution Date and (iii3) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (cd) There is not not, to the Knowledge of the ▇▇▇▇▇ Parties, under any ▇▇▇▇▇ Material Agreement other than any ▇▇▇▇▇ Plan, any default or event, event that, with notice or lapse of time or both, would reasonably be expected to constitute a material default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained. (de) The Company has not None of the ▇▇▇▇▇ Parties or the ▇▇▇▇▇ Group Entities (i) has received written notice of, and to the Knowledge of the ▇▇▇▇▇ Parties there has not occurred, any breach of or violation or default under any ▇▇▇▇▇ Material Agreement other than any ▇▇▇▇▇ Plans or any condition which with the passage of time or the giving of notice or both would result in such a violation or default under any ▇▇▇▇▇ Material AgreementAgreement other than any ▇▇▇▇▇ Plans, or (ii) has received written notice of the desire of the other party or parties to any such ▇▇▇▇▇ Material Agreement other than any ▇▇▇▇▇ Plans to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (ef) True and complete copies of all ▇▇▇▇▇ Material Agreements to which the Company is a party or is bound have been delivered or made available to HSE by Transferor. The Company is not party to or bound by any Contract (other than each of the Material Agreements) that cannot be terminated NGLS Parties and the IEP Parties by the Company on less than ninety (90) days notice without penalty▇▇▇▇▇ Parties.

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

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