Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. Except as set forth in Section 5.15 of the PCLICK Disclosure Letter, neither PCLICK nor any of its Subsidiaries is a party to any: (a) Contract or agreement (other than purchase or sales orders entered into in the ordinary course of business) involving any liability on the part of PCLICK or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 days; (b) Except with respect to the lease on its business location, lease of personal property involving annual rental payments in excess of $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 90 days; (c) Except with respect to the options referenced above, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any of the employees, former employees or retired employees of PCLICK or any of its Subsidiaries; (d) Commitment, contract or agreement that is currently expected by the management of PCLICK to result in any material loss upon completion or performance thereof; (e) Contract, agreement or commitment that is material to the business of PCLICK and its Subsidiaries, taken as a whole, with any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealer; or (f) Employment agreement or other similar agreement that contains any severance or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any of its Subsidiaries is in breach of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or to which any of the assets or properties of PCLICK or any of its Subsidiaries is subject, the effect of which breach, violation or default is likely to materially and adversely affect the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its Subsidiaries.

Contracts and Commitments. (a) Except as set forth in Section 5.15 3.18(a) of the PCLICK Oakwood Disclosure LetterSchedules (the “Oakwood Contracts”), neither PCLICK Oakwood nor any of its Subsidiaries is a party to any:or bound by any of the following (whether written or oral, express or implied): (ai) Contract employment, services, independent contractor, consulting, change-in-control, retention, or severance contracts or similar arrangements; (ii) collective bargaining agreements, memorandums of understanding, or other contracts with any Union (as defined herein); (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) any material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (v) contract or commitment for capital expenditures in excess of $50,000 in the aggregate; (vi) material contract or commitment for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and not terminable upon notice of sixty (60) days or less; (vii) contract or option to purchase or sell any real or personal property other than any contract for the purchase of personal property in the ordinary course of business; (viii) contract, agreement or sales orders letter with respect to the management or operations of Oakwood or Oakwood Bank imposed by any Governmental Body having supervisory jurisdiction over Oakwood or Oakwood Bank; (ix) note, debenture, agreement, contract or indenture related to the borrowing by Oakwood or any of its Subsidiaries of money other than those entered into in the ordinary course of business) involving any liability on the part of PCLICK or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 days; (bx) Except with respect to guaranty of any obligation for the lease on its business locationborrowing of money, lease excluding endorsements made for collection, repurchase or resell agreements, letters of personal property involving annual rental payments credit and guaranties made in excess the ordinary course of $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 90 daysbusiness; (cxi) Except agreement with respect or extension of credit to the options referenced above, Employee bonus, stock option any executive officer or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) director of ERISA) or program for any of the employees, former employees or retired employees of PCLICK or any of its Subsidiaries; (d) Commitment, contract or agreement that is currently expected by the management of PCLICK to result in any material loss upon completion or performance thereof; (e) Contract, agreement or commitment that is material to the business of PCLICK and its Subsidiaries, taken as a whole, with any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealer; or (f) Employment agreement or other similar agreement that contains any severance or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any of its Subsidiaries is in breach of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK Oakwood or any of its Subsidiaries or to which any holder of ten percent (10%) or more of the assets issued and outstanding Oakwood Stock, or properties any affiliate of PCLICK such person; (xii) agreement with any executive officer or director of Oakwood or any of its Subsidiaries is subjector holder of ten percent (10%) or more of the issued and outstanding Oakwood Stock or any affiliate of such person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the effect ability of which breach, violation or default is likely to materially and adversely affect the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK Oakwood or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Oakwood (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Oakwood or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Oakwood Bank, on the one hand, and a Person listed on Section 3.1(f) of the Oakwood Disclosure Schedules, on the other hand; or (xviii) contracts, other than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of business. (b) Each Oakwood Contract is legal, valid and binding on Oakwood or its Subsidiaries, as the case may be, and to the knowledge of Oakwood, the other parties thereto, enforceable by Oakwood or its Subsidiaries, as the case may be, in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles). Each of Oakwood and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Oakwood Contract and there are no existing material defaults by Oakwood or its Subsidiary, as the case may be, or, to the knowledge of Oakwood, the other party thereunder and, to the knowledge of Oakwood, there are no allegations or assertions of such by any party under such Oakwood Contract or any events that with notice, lapse of time or the happening or occurrence of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Oakwood Contract has been delivered or made available to BFST.

Contracts and Commitments. Except as set forth in Section 5.15 of the PCLICK Disclosure LetterSchedule, neither PCLICK the Company nor any of its Subsidiaries Subsidiary is a party to any(or, in the case of clause (e) below, the holder of) any written or oral: (a) Contract commitment, contract, note, loan, guarantee, evidence of indebtedness, purchase order or agreement letter of credit involving any obligation or liability on the part of the Company or any Subsidiary of more than $25,000 (other and not more than purchase or sales orders $75,000 in the aggregate for the Company and its Subsidiaries) and not cancelable (without liability) on not more than 30 days' notice except for media buying contracts entered into by the Company or any Subsidiary in the ordinary course of business and consistent with past practices; (b) lease of real property (the Disclosure Schedule indicates with respect to each lease listed on the Disclosure Schedule the term, annual rent, renewal options and number of square feet leased); (c) lease of personal property involving any annual expense in excess of $5,000 and not cancelable without liability within 30 days (the Disclosure Schedule indicates with respect to each lease listed on the Disclosure Schedule a general description of the leased items, term, annual rent and renewal options); (d) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including purchase orders, franchise agreements and undertakings or commitments to any Governmental Entity) relating to the business of the Company and its Subsidiaries and otherwise materially affecting the Company's and its Subsidiaries' business not in the ordinary course of business) involving any liability on the part of PCLICK or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 days; (b) Except with respect to the lease on its business location, lease of personal property involving annual rental payments in excess of $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 90 days; (c) Except with respect to the options referenced above, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any of the employees, former employees or retired employees of PCLICK or any of its Subsidiaries; (d) Commitment, contract or agreement that is currently expected by the management of PCLICK to result in any material loss upon completion or performance thereof; (e) Contract, agreement material governmental or commitment that is material regulatory licenses or permits required to conduct the business of PCLICK and its Subsidiaries, taken the Company or any Subsidiary as a whole, presently conducted; (f) contracts or agreements containing covenants limiting the freedom of the Company or any Subsidiary to engage in any line of business or compete with any officerperson; (g) employment contracts, employeeincluding without limitation, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor contracts to employ executive officers and other contracts with officers or dealerdirectors of the Company or any Subsidiary; or (fh) Employment agreement Tax sharing or other similar agreement that contains any severance or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effectagreements. Neither PCLICK the Company nor any Subsidiary is (and, to the best knowledge of its Subsidiaries is Seller, no other party is) in material breach or violation of, in violation of or in material default under, any agreement, instrument, indenture, deed of trust, commitment, contract the Contracts or other obligation instruments, obligations, evidences of any type to which PCLICK indebtedness or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or to which any commitments described in (a)-(h) above. All of the assets or properties of PCLICK or any of Company's and each Subsidiary's outstanding Contracts with its Subsidiaries is subject, customers are listed in the effect of which breach, violation or default is likely Disclosure Schedule (together with a notation as to materially and adversely affect whether such customer has renewed such Contract for the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its Subsidiariesperiod following the period covered thereby).

Contracts and Commitments. Except as set forth in Section 5.15 of the PCLICK Disclosure Letter, neither PCLICK nor any of its Subsidiaries Seller is not a party to anyany written ------------------------- or oral: (a) Contract commitment, contract, note, loan, evidence of indebtedness, purchase order or agreement (other than purchase or sales orders entered into in the ordinary course letter of business) credit involving any obligation or liability on the part of PCLICK or one of its Subsidiaries Seller of more than $25,000 50,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiaryliability) within 60 days; (b) Except lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the lease on its business ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual rental payments expense in excess of $25,000 10,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiaryliability) within 90 days; 60 days (c) Except the Disclosure ---------- Schedule indicates, with respect to each lease listed on the options referenced aboveDisclosure -------- ---------- Schedule, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any a general description of the employeesleased items, former employees or retired employees of PCLICK or any of its Subsidiariesterm, annual rent, location and renewal options); (d) Commitment, contract contracts or agreement that is currently expected by agreements (including confidentiality or other similar arrangements) containing covenants limiting the management freedom of PCLICK Seller to result engage in any material loss upon completion line of business or performance thereofcompete with any Person, or any arrangements or agreements with competitors; (e) Contractemployee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or commitment that is material covenant not to the business compete or other contracts with Representatives of PCLICK and its Subsidiaries, taken as a whole, Seller; (f) contract or agreement with any officer, employeedirector or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, consultantor attorney-in-fact of Seller; (g) compensation arrangements, advisorbonus or benefit plans, salesmanprograms or other arrangements, sales representativeincluding without limitation, value added resellerall arrangements, distributor policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or dealerany other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of the foregoing; (i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Purchased Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); or (fk) Employment agreement or other similar agreement that contains any severance or termination pay, liabilities or obligations. All such contracts and agreements are commitments not otherwise described above or listed in full force the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and effectrelating to the Business or otherwise affecting the Business and not in the ordinary course of business and consistent with past practices. Neither PCLICK nor any Seller has performed all material obligations required to be performed by it under each Contract and is not (and, to the best knowledge of its Subsidiaries is Seller, no other party is) in breach or violation of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or to which under any of the assets Contracts or properties other instruments, obligations, evidences of PCLICK indebtedness or any of its Subsidiaries is subjectcommitments described in (a)-(k) above, the effect of which breach, violation or default default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred which, with the passage of time or the giving of notice (or both), would result in a default, breach or event of noncompliance under any obligation of any Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is likely to materially valid, ------------------- binding and adversely affect the business or financial condition of PCLICK and enforceable in accordance with its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its Subsidiariesterms.

Contracts and Commitments. (a) Except as filed with the BPOMS SEC Documents or as set forth in Section 5.16(a) of the BPOMS Disclosure Letter, neither BPOMS nor any of the BPOMS Subsidiaries has, or is party to or is bound by: (i) any consulting agreement, contract or commitment under which any firm or other organization provides consulting services to BPOMS or any of the BPOMS Subsidiaries, other than in the ordinary course of business and consistent with past practice; (ii) any fidelity or surety bond or completion bond; (iii) any guaranty of the obligations of a third party; (iv) any agreement, contract, commitment, transaction or series of transactions for any purpose other than in the ordinary course of BPOMS’ or any of the BPOMS Subsidiaries’ business relating to capital expenditures or commitments or long term obligations in excess of $150,000; (v) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of BPOMS’ or any of the BPOMS Subsidiaries’ business; (vi) any mortgages, indentures, loans or credit agreements, security agreements or other arrangements or instruments relating to the borrowing of money or extension of credit, including capital leases and also guaranties referred to in clause (iii) hereof; (vii) any purchase order or contract for the purchase of inventory or other materials involving $150,000 or more; (viii) any assignment, license or other agreement with respect to any form of intangible property, excluding agreements made in the ordinary course of business; (ix) any agreement, contract or commitment that involves $150,000 or more or is not cancellable without penalty upon 30 days notice, excluding agreements made in the ordinary course of business; (x) any agreement or contract involving the sharing of profits and losses by BPOMS or any of the BPOMS Subsidiaries with any other Person; (xi) any contract containing covenants that restrict or limit the ability of BPOMS or any BPOMS Subsidiaries to engage in any line of business or compete with any person; or (xii) any “material contracts” within the meaning set forth in Item 601(b)(10) of Regulation S-B promulgated under the Securities Act. The contracts and other documents referred to in (i) through (xii) above and all contracts and documents required to be filed with any BPOMS SEC Documents shall be referred to herein as “BPOMS Contracts”. (b) Except as would not individually or in the aggregate have a BPOMS Material Adverse Effect, all BPOMS Contracts are valid and binding on BPOMS and, to the best of the knowledge of BPOMS, on the other parties thereto, and are in full force and effect and enforceable against BPOMS and, to the best of the knowledge of BPOMS, against the other parties thereto, in accordance with their respective terms. Except as disclosed in Section 5.16(b) of the BPOMS Disclosure Letter, no approval or consent of, or notice to any Person the failure of which to obtain would have a BPOMS Material Adverse Effect is needed in order that the BPOMS Contracts shall continue in full force and effect in accordance with their terms without penalty, acceleration or rights of early termination following the consummation of the transactions contemplated by this Agreement. Except to the extent any of the following would not individually or in the aggregate have a BPOMS Material Adverse Effect, BPOMS is not in violation of, breach of or default under any BPOMS Contract nor, to BPOMS’ knowledge, is any other party to any BPOMS Contract. Except as set forth in Section 5.15 5.16 of the PCLICK BPOMS Disclosure Letter, neither PCLICK nor any of its Subsidiaries BPOMS is a party to any: (a) Contract or agreement (other than purchase or sales orders entered into in the ordinary course of business) involving any liability on the part of PCLICK or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 days; (b) Except with respect to the lease on its business location, lease of personal property involving annual rental payments in excess of $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 90 days; (c) Except with respect to the options referenced above, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any of the employees, former employees or retired employees of PCLICK or any of its Subsidiaries; (d) Commitment, contract or agreement that is currently expected by the management of PCLICK to result in any material loss upon completion or performance thereof; (e) Contract, agreement or commitment that is material to the business of PCLICK and its Subsidiaries, taken as a whole, with any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealer; or (f) Employment agreement or other similar agreement that contains any severance or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any of its Subsidiaries is in breach of, in violation or breach of or in default underunder any BPOMS Contract (including leases of real property) relating to non-competition, any agreementindebtedness, instrument, indenture, deed guarantees of trust, commitment, contract or other obligation indebtedness of any type to which PCLICK other Person, employment, or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or to which any of the assets or properties of PCLICK or any of its Subsidiaries is subject, the effect of which breach, violation or default is likely to materially and adversely affect the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its Subsidiariescollective bargaining.

Contracts and Commitments. Except as set forth in Section 5.15 3.20 of the PCLICK RCSB Disclosure LetterSchedule contains, neither PCLICK nor any and shall be supplemented by RCSB and Target Bank, as required by Section 5.10 hereof, so as to contain at the Closing Date true and correct copies of its Subsidiaries is a party to anyeach of the following documents: (a) Contract a list of each outstanding loan agreement, mortgage, pledge agreement or other similar document or commitment to extend credit to any executive officer or director of RCSB or Target Bank; (b) a list and description of each outstanding letter of credit and each commitment to issue a letter of credit in excess of $100,000 to which RCSB or any RCSB Subsidiary is a party and/or under which it may (contingently or otherwise) have any liability; (c) a list of each vendor or lease contract or agreement (not otherwise included in the RCSB Disclosure Schedule or specifically excluded therefrom in accordance with the terms of this Agreement) involving goods, services or occupancy and which (i) does not expire within six months from the date hereof, (ii) cannot be terminated on thirty days (or less) written notice without penalty; and (iii) involves an annual expenditure by RCSB or any RCSB Subsidiary in excess of $100,000; (d) a list of each contract or commitment (other than purchase RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or sales orders entered into any interest in real property which is currently owned by RCSB or any RCSB Subsidiary, and a list and description of all real property owned (other than REO) or leased by RCSB or any RCSB Subsidiary; (e) a list of each commitment made by RCSB or Target Bank to or with any of its executive officers or directors extending for a period of more than six months from the date hereof or providing for earlier termination only upon the payment of a penalty or equivalent thereto; (f) the Certificate or Articles of Incorporation, Charters, and Bylaws of RCSB and each RCSB Subsidiary; (g) except for powers of attorney executed in connection with loan servicing activities in the ordinary course of business) involving , a list of all powers of attorney granted by RCSB or any liability on RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the part issuance of PCLICK a written notice of termination or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 daysrevocation; (bh) Except a list of all policies of insurance currently maintained by RCSB or any RCSB Subsidiary and a list and description of all unsettled or outstanding claims of RCSB or any RCSB Subsidiary which have been, or to the best knowledge of RCSB and Target Bank, will be, filed with the companies providing insurance coverage for RCSB or any RCSB Subsidiary (except for routine claims for benefits); (i) each collective bargaining agreement to which RCSB or any RCSB Subsidiary is a party and all affirmative action plans or programs covering employees of RCSB or any RCSB Subsidiary, as well as all employee handbooks, policy manuals, rules and standards of employment promulgated by RCSB or any RCSB Subsidiary; (j) each lease or license with respect to the lease on its business locationreal or personal property, lease of personal property involving whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $25,000 100,000 to which RCSB or any RCSB Subsidiary is a party, which does not expire within six months from the date hereof and cannot cancelable by PCLICK be terminated upon thirty days (or the relevant Subsidiary (less) written notice without liability to PCLICK or such Subsidiary) within 90 dayspenalty; (ck) Except all financial advisory, investment banking, and professional (legal and accounting) services contracts to which RCSB or any RCSB Subsidiary is a party; except those that may be terminated by RCSB or an RCSB Subsidiary at anytime without any liability; (l) all judgments, orders, injunctions, court decrees or settlement agreements arising out of or relating to the labor and employment practices or decisions of RCSB or any RCSB Subsidiary which, by their terms, continue to bind or affect RCSB or any RCSB Subsidiary; (m) all orders, decrees, memorandums, agreements or understandings with bank regulatory agencies binding upon or affecting the current operations of RCSB or any RCSB Subsidiary or any of their directors or officers in their capacities as such; (n) all material trademarks, trade names, service marks, patents, or copyrights, whether registered or the subject of an application for registration, which are owned by RCSB or any RCSB Subsidiary or licensed from a third party; (o) all policies formally adopted by the Board of Directors of RCSB or any RCSB Subsidiary as currently in effect with respect to environmental matters and copies of all policies that have been in effect during the options referenced abovelast five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) including the effective dates of ERISA) or program for any of the employees, former employees or retired employees of PCLICK or any of its Subsidiariesall such policies; (dp) Commitmenteach agreement (other than those involving the sale or purchase of mortgage loans or servicing rights) to which RCSB or any RCSB Subsidiary is a party (which does not expire within six months from the date hereof and cannot be terminated upon thirty days (or less) written notice without penalty) which in an annual period could commit RCSB or any RCSB Subsidiary to an expenditure (either individually or through a series of installments) in excess of $100,000 or which creates a material right or benefit to receive payments, contract goods or services not referred to elsewhere in this Section 3.20: (q) each agreement that is currently expected by containing any covenant limiting the management right of PCLICK RCSB or any RCSB Subsidiary to result engage in any material loss upon completion line of business or performance thereofto compete with any person; (er) Contracteach agreement with respect to any license, agreement or commitment permit and similar matter that is material necessary to the business operations of PCLICK and its Subsidiaries, taken as a whole, with RCSB or any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealerRCSB Subsidiary; orand (fs) Employment each agreement that gives a third party any right to seek judicial or administrative relief to enjoin, or other similar agreement that contains any severance or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any of its Subsidiaries is in breach relief which may prevent consummation of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or to which any of the assets or properties of PCLICK or any of its Subsidiaries is subject, the effect of which breach, violation or default is likely to materially and adversely affect the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its SubsidiariesMerger.

Contracts and Commitments. Except (i) as set forth in Section 5.15 on Schedule 3.9 of the PCLICK Company Disclosure LetterLetter hereto, (ii) for employee benefit plans set forth on Schedule 3.16 of the Company Disclosure Letter and (iii) contracts entered into pursuant to the terms of Section 5.2 after the date hereof, neither PCLICK the Company nor any of its Subsidiaries is a party to anyany written or oral: (a) Contract commitment, contract, purchase order, letter of credit or agreement (agreement, other than purchase as described in subsections (b) or sales orders entered into (c) below, involving any obligation or liability on the part of the Company or its Subsidiaries in excess of $250,000 and not cancelable (without liability) within sixty (60) days, except for purchases made in the ordinary course of business) involving any liability on the part business in amounts not substantially in excess of PCLICK or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 dayspast practice; (b) Except with respect to lease of real property involving an annual expense on the lease on part of the Company or its business location, Subsidiaries in excess of $250,000 per year; (c) lease of personal property involving an annual rental payments expense on the part of the Company or its Subsidiaries in excess of $25,000 and 250,000, which lease is not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiaryliability) within 90 sixty (60) days; (c) Except with respect to the options referenced above, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any of the employees, former employees or retired employees of PCLICK or any of its Subsidiaries;; or (d) Commitment, contract contracts and commitments not in the ordinary course of business not otherwise described above or agreement that is currently expected by listed on Schedule 3.9 of the management of PCLICK to result in any material loss upon completion or performance thereof; (e) Contract, agreement or commitment that is material Company Disclosure Letter relating to the business businesses of PCLICK the Company and its Subsidiaries and materially affecting the Company's and its Subsidiaries' businesses. Except as set forth on Schedule 3.9 of the Company Disclosure Letter, taken as a whole, with any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealer; or (f) Employment agreement or other similar agreement that contains any severance or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK neither the Company nor any of its Subsidiaries is (and to the best knowledge of the Company, no other party is) in material breach or violation of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or to which any of the assets contracts, letters of credit, purchase orders, leases, commitments, licenses or properties permits described on Schedule 3.9 of PCLICK or any of its Subsidiaries is subjectthe Company Disclosure Letter, the effect breach or violation of which breach, violation or default is likely to materially and adversely affect would have a Material Adverse Effect on the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its SubsidiariesCompany.

Contracts and Commitments. (a) Section 5.19(a) of the Company Disclosure Letter sets forth (i) all notes, debentures, bonds and other evidence of indebtedness which are secured or collateralized by security interests in the personal property of the Company and (ii) each commitment (each, as well as each evidence of indebtedness noted in the preceding clause (i) shall together be defined as "Commitments") entered into by the Company which may result in total payments or liability in excess of $100,000 on an annual basis, other than the Loan Documents, Leases, Maintenance Contracts, Construction Contracts, and tenant reimbursements and leases entered into in the ordinary course. True and correct copies of the foregoing have been previously delivered or made available to Buyer and are listed on the Company Disclosure Letter or included in the Company Reports. Each of the contracts and Commitments described in the preceding sentence is in full force and effect; the Company is not in default respecting any payment obligations under such contracts and Commitments beyond any applicable grace periods; and, to the Company's knowledge, none of the other parties to such contracts and Commitments are in default with respect to any obligations, which individually or in the aggregate are material, thereunder. All joint venture agreements to which the Company is a party are set forth on the Company Disclosure Letter and the Company is not in default with respect to any obligations, which individually or in the aggregate are material, thereunder. (b) Except as set forth in Section 5.15 5.19(b) of the PCLICK Company Disclosure Letter, neither PCLICK nor any of its Subsidiaries there is a party to any: (a) Contract or no confidentiality agreement, non-competition agreement (other than purchase or sales orders entered into in the ordinary course of business) involving any liability on the part of PCLICK or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 days; (b) Except with respect to the lease on its business location, lease of personal property involving annual rental payments in excess of $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 90 days; (c) Except with respect to the options referenced above, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any of the employees, former employees or retired employees of PCLICK or any of its Subsidiaries; (d) Commitment, contract or agreement that is currently expected by contains covenants that restrict the management of PCLICK Company's ability to result conduct its business in any material loss upon completion or performance thereof; (e) Contract, agreement or commitment location in a manner that is material to the business of PCLICK and its the Company or the Company Subsidiaries, taken as a whole, with any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealer; or. (fc) Employment agreement Except as set forth in Section 5.19(c) of the Company Disclosure Letter, there are no indemnification agreements entered into by and between Company and any director or other similar agreement that contains any severance or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any officer of its Subsidiaries is in breach of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK Company or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or to which any of the assets or properties of PCLICK or any of its Subsidiaries is subject, the effect of which breach, violation or default is likely to materially and adversely affect the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its Company Subsidiaries.

Contracts and Commitments. Except as To Enterprises' Knowledge, except: (i) with respect to contracts or agreements with Shoney's or Shoney's Subsidiaries; (ii) set forth in Section 5.15 of on SCHEDULE 5.21 to the PCLICK Enterprises Disclosure Letter; and (iii) as otherwise would not have a Material Adverse Effect on TPIR, neither PCLICK nor TPIE, TPII and the TPIR Subsidiaries, taken as a whole, not one of TPIR, TPIE, TPII or any of its Subsidiaries TPIR Subsidiary is a party to or bound by any: (a) Contract contract or agreement involving amounts payable to or by TPIR, TPIE, TPII or any TPIR Subsidiary during any 12-month period that will aggregate $50,000 or more; (b) management, consultant or employment contract under which there are amounts payable by TPIR, TPIE, TPII or any TPIR Subsidiary during any 12-month period that will aggregate $50,000 or more; (c) contract obligating TPIR, TPIE, TPII or any TPIR Subsidiary to make severance or similar payments to any employee or officer of Enterprises, TPIR, TPIE, TPII or any TPIR Subsidiary upon termination of employment or to make payments to any officer or employee of Enterprises, TPIR, TPIE, TPII or any TPIR Subsidiary in excess of the officer's or employee's regular salary and reimbursement of ordinary business expenses; (d) contract or agreement with any distributor, dealer or sales representative that is not cancelable without liability to TPIR, TPIE, TPII or any TPIR Subsidiary on a maximum of thirty (30) days notice and under which there are amounts payable by TPIR, TPIE, TPII or any TPIR Subsidiary during any 12-month period that will aggregate $50,000 or more; (e) contract or agreement of any nature whatsoever with Enterprises, any Subsidiary of Enterprises or any of their respective Affiliates, with any past or present director or officer of Enterprises, any of the Remaining Subsidiaries, TPIR, TPIE, TPII or any TPIR Subsidiary, or any of their respective Affiliates, or with any person related to any past or present director or officer of Enterprises, any of the Remaining Subsidiaries, TPIR, TPIE, TPII or any TPIR Subsidiary; (f) contract or agreement relating to any loan, factoring or credit line; (g) lease of real property other than those described on SCHEDULE 5.15(b) to the Enterprises Disclosure Letter; (h) lease of personal or mixed property under which TPIR, TPIE, TPII or any TPIR Subsidiary is a lessor or lessee involving payments by or to TPIR, TPIE, TPII or any TPIR Subsidiary in excess of $50,000 in any 12-month period; (i) joint venture, partnership or other agreement involving sharing of profits; (j) contract preventing TPIR, TPIE, TPII or any TPIR Subsidiary from carrying on its business anywhere in the world; (k) outstanding power of attorney empowering any person or entity to act on behalf of TPIR, TPIE, TPII or any TPIR Subsidiary; (l) outstanding offer or bid that, if accepted, would result in (x) a contract required to be disclosed pursuant to this SECTION 5.21, or (y) any other material contract or commitment; (m) purchase commitments, requirements or sales orders similar contracts (or series of related purchase commitments, requirements or similar contracts) involving amounts payable by TPIR, TPIE, TPII or any TPIR Subsidiary during any 12-month period that will aggregate $50,000 or more; (n) outstanding guaranty, subordination or other similar type of agreement, whether or not entered into in the ordinary course of business) involving any liability on the part of PCLICK or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 days; (bo) Except with respect to the lease on its business locationcontract, lease of personal property involving annual rental payments in excess of $25,000 and not cancelable by PCLICK commitment, or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 90 days; (c) Except with respect to the options referenced above, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any of the employees, former employees or retired employees of PCLICK or any of its Subsidiaries; (d) Commitment, contract or agreement that is currently expected by the management of PCLICK to result in any material loss upon completion or performance thereof; (e) Contract, agreement or commitment that is obligation otherwise material to the business of PCLICK and its Subsidiariesany of TPIR, taken as a wholeTPIE, with TPII or any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor TPIR Subsidiary or dealernot made in the ordinary course of business; or (fp) Employment agreement or other similar agreement that contains with a Governmental Entity (including any severance or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any of its Subsidiaries is in breach of, in violation of or in default under, any conciliation agreement, instrumentconsent decree or letter of commitment) other than agreements that are immaterial in amount or scope. To Enterprises' Knowledge, indentureSCHEDULE 5.21 to the Enterprises Disclosure Letter describes the material terms of all oral contracts disclosed in SCHEDULE 5.21 to the Enterprises Disclosure Letter. To Enterprises' Knowledge, deed TPIR, TPIE, TPII and each TPIR Subsidiary has duly complied in all material respects with all provisions of trust, commitment, every contract listed on SCHEDULE 5.21 to the Enterprises Disclosure Letter (whether written or other obligation of any type oral) to which PCLICK TPIR, TPIE, TPII or any of its Subsidiaries TPIR Subsidiary is a party and is not in default in any material respect as to any such contract, except where the failure to so comply or is or may be bound that relates to such default would not have a Material Adverse Effect upon TPIR, TPIE, TPII and the business of PCLICK or any of its Subsidiaries or to which any of the assets or properties of PCLICK or any of its Subsidiaries is subject, the effect of which breach, violation or default is likely to materially and adversely affect the business or financial condition of PCLICK and its TPIR Subsidiaries, taken as a whole. ECNC has To Enterprises' Knowledge, no condition or state of facts exists that, with notice or the passage of time, or both, would constitute such a default under any such contract, except for defaults that would not guaranteed or assumed have a Material Adverse Effect on TPIR, TPIE, TPII and specifically does not guarantee or assume any obligations of PCLICK the TPIR Subsidiaries, taken as a whole. To Enterprises' Knowledge, all contracts and other agreements to which TPIR, TPIE, TPII or any TPIR Subsidiary is a party are in full force and effect and are enforceable by TPIR, TPIE, TPII or a TPIR Subsidiary, as applicable, in accordance with their terms against all other parties thereto, subject as to enforceability to bankruptcy, insolvency and similar laws affecting creditors's rights generally, except where the unenforceability would not have a Material Adverse Effect upon any of its TPIR, TPIE, TPII, and the TPIR Subsidiaries, taken as a whole. To Enterprises' Knowledge, except as disclosed on SCHEDULE 5.21 to the Enterprises Disclosure Letter, no loan payable by TPIR, TPIE, TPII or any TPIR Subsidiary provides for any prepayment penalty or premium. Copies of each such document described on SCHEDULE 5.21 to the Enterprises Disclosure Letter will be delivered or made available to Shoney's and TPAC no later than ten (10) business days after the date of this Agreement.

Contracts and Commitments. Except as set forth in Section 5.15 (a) The Disclosure Schedule lists the following contracts and agreements to which Mutual is a party: (1) All leases of real property, indicating with respect to each lease the term, annual rent, renewal options and number of square feet leased; (2) All material leases of personal property, indicating with respect to each lease a general description of the PCLICK leased items, term, annual rent and renewal options; (3) All agreements (and all groups of related agreements) which extend for more than one year and which involve the purchase of materials, supplies or other personal property or for the furnishing or receipt of services (other than employment agreements and which involve consideration in excess of $50,000 per year; (4) Employment contracts to employ executive officers and any other contracts with officers or directors of Mutual; (5) Any consulting agreement which provides for annual compensation in excess of $50,000 per year and which is not terminable by Mutual within six months; (6) Any professional services agreements which provides for total compensation in excess of $50,000; and (7) All Support Services Agreements. (b) Excluding the Support Services Agreements and excluding contracts or commitments which are described in the Disclosure LetterSchedule, neither PCLICK nor any of its Subsidiaries Mutual is not a party to anyany written or oral: (a1) Contract Commitment, contract, note, loan, evidence of indebtedness, purchase order or agreement (other than purchase or sales orders entered into in the ordinary course letter of business) credit involving any obligation or liability on the part of PCLICK or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 daysMutual that is material; (b2) Except with respect to the lease on its business location, lease Lease of real property; (3) Lease of personal property involving an annual rental payments expense in excess of $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 90 days25,000; (c4) Except with respect Contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including purchase orders over $50,000, franchise agreements and undertakings or commitments to the options referenced above, Employee bonus, stock option any governmental or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3regulatory authority) of ERISA) or program for any of the employees, former employees or retired employees of PCLICK or any of its Subsidiaries; (d) Commitment, contract or agreement that is currently expected by the management of PCLICK to result in any material loss upon completion or performance thereof; (e) Contract, agreement or commitment that is material relating to the business of PCLICK Mutual and its Subsidiaries, taken as a whole, otherwise materially affecting Mutual; (5) Contracts or agreements containing covenants which limit the freedom of Mutual to engage in any line of business or compete with any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealerperson; or (f6) Employment agreement contracts, including without limitation, contracts to employ executive officers and other contracts with officers or directors of Mutual. Mutual is not (and to the best of Mutual's knowledge, no other similar agreement that contains any severance party is) in material breach or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any of its Subsidiaries is in breach violation of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or to which under any of the assets Contracts or properties other instruments, obligations, evidences of PCLICK indebtedness or any of its Subsidiaries is subjectcommitments described in items 5.13 (a) (1)-(7) above, the effect breach or violation of which breach, violation or default is likely to materially and adversely affect would have a material adverse effect on the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its SubsidiariesMutual.

Contracts and Commitments. Except as set forth in Section 5.15 on the Disclosure ------------------------- ---------- Schedule, none of the PCLICK Disclosure Letter, neither PCLICK nor any of its Subsidiaries Companies is a party to any:any written or oral: -------- (a) Contract commitment, contract, note, loan, evidence of Indebtedness, purchase order or agreement (other than purchase or sales orders entered into in the ordinary course letter of business) credit involving any obligation or liability on the part of PCLICK or one any of its Subsidiaries the Companies of more than $25,000 50,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiaryliability) within 60 days; (b) Except lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the lease on its business ------------------- Disclosure Schedule, the location, term, annual rent, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual rental payments expense in excess of $25,000 10,000, and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiaryliability) within 90 days; 60 days (c) Except the Disclosure ---------- Schedule indicates, with respect to each lease listed on the options referenced aboveDisclosure -------- ---------- Schedule, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any a general description of the employeesleased items, former employees or retired employees of PCLICK or any of its Subsidiariesterm, annual rent and -------- renewal options); (d) Commitment, contract contracts or agreement that is currently expected by agreements (including confidentiality or other similar arrangements) containing covenants limiting the management freedom of PCLICK any of the Companies or Sellers to result engage in any material loss upon completion line of business or performance thereofcompete with any Person, or any arrangements or agreements with competitors; (e) Contractemployee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or commitment that is material covenant not to the business of PCLICK and its Subsidiaries, taken as a whole, compete; (f) contract or agreement with any officer, employeedirector or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e)), agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealer; orattorney-in-fact of Seller; (fg) Employment agreement compensation arrangements, bonus or benefit plans, programs or other similar agreement that contains arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance or termination pay, liabilities supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any of its Subsidiaries is in breach of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, other incentive arrangement; (h) contract or other obligation of any type pursuant to which PCLICK it has advanced or loaned funds or made any of its Subsidiaries is a party Investments, or is agreed to advance or may be bound that relates loan funds to the business of PCLICK or any of its Subsidiaries other Person or to which do any of the assets foregoing; (i) contract or properties indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including without limitation undertakings or ------------------- commitments to any governmental or regulatory authority) relating to the Business or otherwise affecting the Business and not in the ordinary course of PCLICK business and consistent with past practices; Each of the Companies has performed all material obligations required to be performed by it under each Contract and is not (and, to the best knowledge of each of the Companies, no other party is) in breach or violation of, or default under any of its Subsidiaries is subjectthe Contracts or other instruments, the effect obligations, evidences of Indebtedness or commitments described in (a)-(k) above, which breach, violation or default is likely default, if known, could reasonably be expected to materially and adversely affect result in an Adverse Effect. No event has occurred which, with the business passage of time or financial condition the giving of PCLICK and its Subsidiariesnotice (or both), taken as would result in a whole. ECNC has not guaranteed default, breach or assumed and specifically does not guarantee or assume event of noncompliance under any obligations obligation of PCLICK or any of the Companies or Sellers pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. None of the Companies has a present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, binding ------------------- and enforceable in accordance with its Subsidiariesterms.

Contracts and Commitments. Except as set forth in Section 5.15 4.6 of ------------------------- the PCLICK Disclosure LetterSchedule, neither PCLICK nor any of its Subsidiaries is Sellers are not a party to anyany written or oral: (a) Contract commitment, contract, note, loan, evidence of indebtedness, purchase order or agreement (other than purchase or sales orders entered into in the ordinary course letter of business) credit involving any obligation or liability on the part of PCLICK or one of its Subsidiaries Sellers as the case may be, of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiaryliability) within 60 days; (b) Except lease of real property (the Disclosure Schedule indicates with respect to each lease listed on the lease on its business locationDisclosure Schedule the term, annual rent, renewal options and number of square feet leased); (c) lease of personal property involving any annual rental payments expense in excess of $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiaryliability) within 90 days; 60 days (c) Except the Disclosure Schedule indicates with respect to each lease listed on the options referenced above, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any Disclosure Schedule a general description of the employeesleased items, former employees or retired employees of PCLICK or any of its Subsidiariesterm, annual rent and renewal options); (d) Commitmentcontracts and commitments not otherwise described above (including purchase orders, contract supply contracts, distribution agreements, franchise agreements and undertakings or agreement that is currently expected by commitments to any governmental or regulatory authority) relating to the management business of PCLICK to result in any material loss upon completion or performance thereofSellers and materially affecting Sellers' business; (e) Contract, agreement material governmental or commitment that is material regulatory licenses or permits required to conduct the business of PCLICK and its Subsidiaries, taken Sellers as a whole, presently conducted or operated; (f) contracts or agreements containing covenants limiting the freedom of Sellers to engage in any line of business or compete with any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealerperson; or (fg) Employment agreement employment contracts, including without limitation, contracts to employ executive officers and other contracts with officers or other similar agreement that contains any severance directors of Sellers. Sellers are not in material breach or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any of its Subsidiaries is in breach of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or to which under any of the assets Contracts or properties other instruments, obligations, evidences of PCLICK indebtedness or any of its Subsidiaries is subjectcommitments described in (a)-(g) above, the effect breach or violation of which breach, violation or default is likely to materially and adversely affect would have a material adverse effect on the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed Sellers or assumed and specifically does not guarantee or assume any obligations the ability of PCLICK or any Buyer to operate the business of its SubsidiariesSellers after the Closing.

Contracts and Commitments. Except as set forth in Section 5.15 of the PCLICK Disclosure Letter, neither PCLICK nor any of its Subsidiaries is a party to anySCHEDULE 4.22 OF THE DISCLOSURE SCHEDULE: (a) Contract or agreement (other than purchase or sales orders entered into in Except for Company Agreements filed as exhibits to the ordinary course of business) involving Company SEC Documents, neither the Company nor any liability on Company Subsidiary is a party to any Company Agreements which are material to the part of PCLICK or one of its Company and the Company Subsidiaries, taking the Company together with the Company Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 days;as a whole. (b) Except with respect There are no Company Agreements or commitments relating to the lease on its business locationTAOS system, lease whether for installation, delivery, licensing, migration, maintenance or otherwise (including any Company Agreement relating to the termination, modification or settlement of personal property involving annual rental payments in excess of $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or any obligations under any such Subsidiary) within 90 days;Company Agreement). (c) Except with respect There are no Company Agreements relating to any DRA Classic System, INLEX/3000 System or MultiLIS System, whether for installation, delivery, licensing, upgrade or otherwise, that have any known material outstanding monetary obligations (including any Company Agreement relating to the options referenced abovetermination, Employee bonus, stock option modification or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) settlement of ERISA) or program for any of the employees, former employees or retired employees of PCLICK or Liabilities under any of its Subsidiaries;such Company Agreement). (d) CommitmentThere is no Company Agreement relating to the maintenance of any DRA Classic System, contract INLEX/3000 System or agreement that MultiLIS System which has generated revenue to the Company and/or any Company Subsidiary in the immediately preceding twelve (12) months in an amount greater than $90,000. (e) There are no Company Agreements relating to the issuance of performance bonds, surety bonds, letters of credit or other credit support. (f) No Company Agreement or commitment of the Company or any Company Subsidiary has been entered into other than in the normal, ordinary and usual course of the business of the Company or any Company Subsidiary or is currently expected at a price considered excessive by the management Company's management. (g) There is no Company Agreement, commitment or proposal of PCLICK the Company or any Company Subsidiary which continues for a period of more than twelve (12) months and is intended to result in any material loss to the Company or any Company Subsidiary upon completion or performance thereof;. (eh) Contract, agreement or commitment that is material to Neither the business of PCLICK and its Subsidiaries, taken as a whole, Company nor any Company Subsidiary has any outstanding Company Agreements with any officer, employee, agent, consultant, advisor, salesmansalesperson, sales representative, value added reseller, distributor or dealer; ordealer that is not cancelable by it on notice of not longer than thirty (30) days and without Liability, penalty or premium or any agreement or arrangement providing for the payment of any bonus or commission based on sales or earnings. (fi) Employment agreement Neither the Company nor any Company Subsidiary has any employment agreement, or any other similar agreement that contains any severance or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. pay Liabilities. (j) Neither PCLICK the Company nor any of its Subsidiaries Company Subsidiary is in breach ofmaterial default, nor is there any basis known to the Company or any Company Subsidiary for any valid claim of material default, under any Company Agreement or commitment which is material to the Company and the Company Subsidiaries, taking the Company together with the Company Subsidiaries as a whole. (k) Neither the Company nor any Company Subsidiary is restricted or prohibited by any Company Agreement or Order from, directly or indirectly, carrying on its business anywhere in violation the world. (l) Neither the Company nor any Company Subsidiary has any obligation for Indebtedness, including any guarantee of or agreement to acquire any such debt obligation, of others. (m) Neither the Company nor any Company Subsidiary has any outstanding Indebtedness to any Person other than to the Company or a wholly-owned Subsidiary of the Company. (n) Neither the Company nor any Company Subsidiary has any power of attorney outstanding or any Liability as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in default under, any agreement, instrument, indenture, deed respect of trust, commitment, contract or other the obligation of any type to which PCLICK Person, corporation, partnership, joint venture, association, organization or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or to which any of the assets or properties of PCLICK or any of its Subsidiaries is subject, the effect of which breach, violation or default is likely to materially and adversely affect the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its Subsidiariesother entity.

Contracts and Commitments. Except i. All of the contracts of the Company and its Subsidiaries that are required to be described in the documents described under paragraph 5V hereof (the "SEC Documents") or to be filed as exhibits thereto are described in the ------------- SEC Documents or filed as exhibits thereto, and (except as set forth in Section 5.15 of the PCLICK Disclosure Letter, neither PCLICK nor any of its Subsidiaries is a party to any: (a) Contract or agreement (other than purchase or sales orders entered into in the ordinary course of business) involving any liability on the part of PCLICK or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiaryattached "Contracts Schedule") within 60 days; (b) Except with respect to the lease on its business location, lease of personal property involving annual rental payments in excess of $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 90 days; (c) Except with respect to the options referenced above, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any of the employees, former employees or retired employees of PCLICK or any of its Subsidiaries; (d) Commitment, contract or agreement that is currently expected by the management of PCLICK to result in any material loss upon completion or performance thereof; (e) Contract, agreement or commitment that is material to the business of PCLICK and its Subsidiaries, taken as a whole, with any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealer; or (f) Employment agreement or other similar agreement that contains any severance or termination pay, liabilities or obligations. All all such contracts required to be filed as ------------------ exhibits thereto are valid, binding and agreements are enforceable in full force accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, similar laws affecting creditors' rights generally or general principles of equity. True and effectcomplete copies of all such contracts have been made available to Purchaser. Neither PCLICK the Company nor any of its Subsidiaries is in breach of, in violation of or in default underunder any such contract, nor, to the knowledge of the Company, is any agreementother party in material breach of or in default under any such contract. ii. Except as expressly contemplated by this Agreement or as set forth on the attached "Contracts Schedule" or the attached "Employee Benefits ------------------ ----------------- Schedule," neither the Company nor any Subsidiary is a party to or bound by, instrumentnor -------- are any assets, indenture, deed properties or operations of trust, commitment, contract or other obligation of any type to which PCLICK the Company or any of its Subsidiaries bound by, any written or oral: (1) employment, non-competition, consulting or severance agreement; (2) lease of real property; (3) lease of personal property with an annual base rental obligation of more than $100,000 or a total remaining rental obligation of more than $250,000; (4) joint venture or partnership agreement; (5) agreement with a term of more than six months which is a party not terminable by the Company or is any Subsidiary upon less than 30 days' notice without penalty or may be bound that relates to damages, and which involves an obligation of the business Company of PCLICK more than $100,000; (6) agreement containing covenants limiting the ability of the Company or any of its Subsidiaries to compete in any line of business with any Person in any area or territory; (7) contract involving any commitment of suretyship, guaranty or indemnification by the Company; (8) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrange ments; (9) contract under which the Company or Subsidiary has advanced or loaned, or made any Investment in, any other Person (other than a Wholly Owned Subsidiary) of amounts in the aggregate exceeding; (10) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); or (11) agreement related to hazardous waste disposal, solid waste disposal, wastewater management, investigation of environmental matters, environmental remediation, employment of environmental consultants, or any other environmental obligation, liability or agreement. iii. Except as would not (either individually or in the aggregate) have a Material Adverse Effect: all of the assets contracts, agreements and instruments set forth on the Contracts Schedule are valid, binding and ------------------ enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, similar laws affecting creditors' rights generally or properties general principles of PCLICK equity; the Company and each Subsidiary have performed all obligations required to be performed by them under the contracts, agreements and instruments required to be listed on the Contracts Schedule and are not in default under or in breach of ------------------ nor in receipt of any claim of default or breach under any contract, agreement or instrument required to be listed on the Contracts Schedule; no event has ------------------ occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any contract, agreement or instrument required to be listed on the Contracts Schedule; neither the Company nor any Subsidiary has any present ------------------ expectation or intention of its Subsidiaries not fully performing all such obligations; neither the Company nor any Subsidiary has knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment required to be listed on the Contracts Schedule; and neither the Company nor any Subsidiary is subjecta party to any ------------------ contract requiring it to purchase or sell goods or services or lease property above or below (as the case may be) prevailing market prices and rates. iv. The Purchasers' special counsel has been given the opportunity to review a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the effect of oral arrangements, contracts and agreements which breachare referred to on the Contracts --------- Schedule, violation together with all amendments, waivers or default is likely to materially and adversely affect the business or financial condition of PCLICK and its Subsidiaries, taken as a wholeother changes thereto. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its Subsidiaries.--------

Contracts and Commitments. Except as set forth in Section 5.15 of the PCLICK Disclosure Letteron Schedule 5.8 hereof, neither PCLICK the Company nor any of its Subsidiaries Subsidiary is a party to any(or, in the case of clause (e) below, the holder of) any written or oral: (a) Contract commitment, contract, note, loan, evidence of indebtedness, purchase order or agreement letter of credit involving any obligation or liability on the part of the Company or its Subsidiary of more than $50,000 (other and not more than $100,000 in the aggregate for related instruments) and not cancelable (without further liability) on not more than 30 days' notice. (b) lease of real property (the Disclosure Schedule indicates with respect to each Lease listed on the Disclosure Schedule the term, annual rent, renewal options and number of square feet leased); (c) lease of personal property involving any annual expense in excess of $5,000 and not cancelable without further liability within 30 days (the Disclosure Schedule indicates with respect to each Lease listed on the Disclosure Schedule a general description of the leased items, term, annual rent and renewal options); (d) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including purchase orders, franchise agreements and undertakings or sales orders commitments to any Governmental Entity) relating to the business of the Company or its Subsidiary, and which materially affect the Company's or its Subsidiary's business and which are not entered into in the ordinary course of business) involving any liability on the part of PCLICK or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 days; (b) Except with respect to the lease on its business location, lease of personal property involving annual rental payments in excess of $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 90 days; (c) Except with respect to the options referenced above, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any of the employees, former employees or retired employees of PCLICK or any of its Subsidiaries; (d) Commitment, contract or agreement that is currently expected by the management of PCLICK to result in any material loss upon completion or performance thereof; (e) Contract, agreement material governmental or commitment that is material regulatory licenses or permits required to conduct the business of PCLICK and the Company or its Subsidiaries, taken Subsidiary as a whole, presently conducted; (f) contracts or agreements containing covenants limiting the freedom of the Company or its Subsidiary to engage in any line of business or compete with any officerperson; (g) contracts, employeecommitments, agentlicenses or permits containing any "change in control" or "parachute payment" provision, consultantas those terms are commonly understood, advisorwhich would be triggered by the execution, salesmandelivery or consummation of the transactions contemplated by this Agreement, sales representativeincluding without limitation, value added resellerany right of termination, distributor right of payment or dealeracceleration of any other right under such contracts, commitments, licenses or permits; (h) employment contracts, including without limitation, contracts to employ executive officers and other contracts with officers or directors of the Company or its Subsidiary; or (fi) Employment agreement Tax sharing or similar agreements. Except with respect to accounts payable set forth on the July Accounts Payable Ledger, the Company and its Subsidiary are not, in any material respect, (and, to the best knowledge of Sellers, no other similar agreement that contains party is, in any severance or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any of its Subsidiaries is material respect) in breach or violation of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, contract the Contracts or other obligation instruments, obligations, evidences of any type to which PCLICK indebtedness or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or to which any of the assets or properties of PCLICK or any of its Subsidiaries is subject, the effect of which breach, violation or default is likely to materially and adversely affect the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its Subsidiariescommitments described in (a)-(h) above.

Contracts and Commitments. Except as set forth in Section 5.15 3.15 of the PCLICK Disclosure Letter, neither PCLICK nor Schedule sets forth a list of all of the Contracts to which any of its the Companies or Subsidiaries is are a party to any:or by which any of the Companies, Subsidiaries or their respective assets are bound and which fall into one of the following categories (each such contract, a “Material Contract”): (a) Contract any Contracts containing any covenant limiting the ability of any of the Companies or agreement (other than purchase Subsidiaries to engage in any line of business or sales orders entered into in the ordinary course of business) involving to compete with any liability on the part of PCLICK or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 daysPerson; (b) Except with respect to any agreements under which any of the lease on its business locationCompanies or Subsidiaries has borrowed or loaned money, lease or any note, bond, indenture, mortgage, installment obligation or other evidence of personal property involving annual rental payments in excess indebtedness for borrowed or loaned money or any guarantee of $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 90 daysindebtedness; (c) Except with respect to the options referenced above, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) powers of ERISA) or program for attorney from any of the employees, former employees Companies or retired employees of PCLICK or any of its Subsidiaries; (d) Commitment, contract any Contract relating to expenditures with respect to any of the Companies or agreement that is currently expected by the management of PCLICK to result Subsidiaries and involving committed future payments which exceed $25,000 in any material loss upon completion 12 month period, excepting photographer or performance thereofcontributor agreements and contracts of employment; (e) Contract, agreement or commitment that is material any Contract relating to the acquisition or disposition of assets (other than in the ordinary course of business consistent with past practice) or any Equity Securities of PCLICK and its Subsidiaries, taken as a whole, with any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealer; orbusiness enterprise; (f) Employment agreement or any Contract with respect to Company Intellectual Property and which is listed on Section 3.11(a) of the Disclosure Schedule; (g) all agency, distribution and other similar agreement that contains any severance or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any of its Subsidiaries is in breach of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or Contracts pursuant to which any of the assets Companies or properties Subsidiaries supply Images to third parties or otherwise authorize third parties to supply or distribute Images, as attached to Section 3.15(g) of PCLICK the Disclosure Schedule; (h) all Contracts that provide for the payment of benefits or the acceleration of benefits to personnel as a result of the consummation of the transactions contemplated by this Agreement; (i) all agreements between Seller (including its directors, officers, employees and Affiliates (excepting the Companies and Subsidiaries)), on the one hand, and any of its the Companies and/or Subsidiaries, on the other hand; (j) all photographer agreements with regard to royalty payments and financial reporting (these agreements will not be listed on Section 3.15 of the Disclosure Schedule, but are included within the definition of Material Contract), and agreements for (i) the twenty photographers contracted to Amana EU whose Images generated the greatest amount of revenue for the Companies and Subsidiaries in 2004, (ii) the twenty photographers contracted to Amana US whose Images generated the greatest amount of revenue for the Companies and Subsidiaries in 2004, and (iii) the ten photographers contracted to Iconica whose Images generated the greatest amount of revenue for Iconica in 2004; (k) any other agreements entered into or committed to by any Company or Subsidiary which contain provisions providing for: photographer advances; minimum royalty obligations; special ongoing pricing arrangements or commitments with customers or licensees; agreements that Images appear in a particular order in website search order results; or commitments to a minimum number of search slots for an Image provider or photographer. None of the Companies, Subsidiaries or, to Seller’s Knowledge, any other party to any such Material Contract is subject, the effect of which breach, violation in breach thereof or default is likely thereunder and, to materially and adversely affect the business or financial condition of PCLICK and its SubsidiariesSeller’s Knowledge, taken as a whole. ECNC has not guaranteed or assumed and specifically there does not guarantee exist under any such Material Contract any event which, with the giving of notice or assume the lapse of time, would constitute such a breach or default. No notice has been received that there will be a loss of, alteration or contract cancellation of, any obligations of PCLICK or any of its SubsidiariesMaterial Contract.

Contracts and Commitments. Except as set forth in Section 5.15 of the PCLICK Disclosure Letter, neither PCLICK nor any of its Subsidiaries A. Seller is not a party to anyany written or oral: (a) Contract commitment, contract, note, loan, evidence of indebtedness, purchase order or agreement letter of credit involving any obligation or liability on the part of Seller; (other than b) lease of real property (the Disclosure Schedule indicates with respect to each Lease listed on the Disclosure Schedule the term, annual rent, renewal options and number of square feet leased); (c) lease of personal property (the Disclosure Schedule indicates with respect to each lease listed on the Disclosure Schedule a general description of the leased items, term, annual rent and renewal options); (d) contract or commitment not otherwise described above or listed in the Disclosure Schedule (including purchase orders, franchise agreements and undertakings or sales orders entered into commitments to any governmental or regulatory authority) relating to the business of Seller and otherwise materially affecting Seller's business under contracts not in the ordinary course of e business) involving any liability on the part of PCLICK or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 days; (b) Except with respect to the lease on its business location, lease of personal property involving annual rental payments in excess of $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 90 days; (c) Except with respect to the options referenced above, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any of the employees, former employees or retired employees of PCLICK or any of its Subsidiaries; (d) Commitment, contract or agreement that is currently expected by the management of PCLICK to result in any material loss upon completion or performance thereof; (e) Contract, agreement Permit; (f) contracts or commitment that is material agreements containing covenants limiting the freedom of Seller to the engage in any line of business of PCLICK and its Subsidiaries, taken as a whole, or compete with any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealerperson; or (fg) Employment agreement employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers or directors of Seller. B. Seller is not (and, to the best knowledge of Seller, no other similar agreement that contains any severance party is) in material breach or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any of its Subsidiaries is in breach violation of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or to which under any of the assets Contracts or properties other instruments, obligations, evidences of PCLICK indebtedness or any of its Subsidiaries is subjectcommitments described in (a) through (g) above, the effect breach or violation of which breachwould have a material adverse effect on the business, violation or default is likely to materially and adversely affect the business or financial condition or operations of PCLICK Seller, other than and to the extent alleged for the filing of a petition in bankruptcy. C. Except as otherwise set forth on the Disclosure Schedule: (i) none of the Project Contracts has been assigned or is the subject of any security agreement; (ii) each of the Project Contracts is a valid and binding obligation of the Seller and (to the best knowledge of the Seller) the other party or parties thereto, enforceable in accordance with its Subsidiariesterms; (iii) neither the Seller nor (to the best knowledge of the Seller) any other party thereto, taken has terminated, canceled, modified or waived any term or condition of any Project Contract, (iv) neither the Seller nor (to the best knowledge of the Seller) any other party to any Project Contract is in default or alleged to be in default under any Project Contract and there exists no event, condition or occurrence that, after notice or lapse of time, or both, would constitute such a default by the Seller or (to the best knowledge of the Seller) any other party to any such Project Contract; and (v) none of the Project Contracts contains any covenant or other restriction preventing or limiting the consummation of the transactions contemplated hereby, including any provision prohibiting the assignment of the Seller's rights thereunder or granting any party a right of termination or modification of any provision as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its Subsidiariesresult thereof.

Contracts and Commitments. Except (i) as set forth in Section 5.15 on Schedule 3.9 of the PCLICK Company Disclosure LetterLetter hereto, (ii) for employee benefit plans set forth on Schedule 3.16 of the Company Disclosure Letter and (iii) contracts entered into pursuant to the terms of Section 5.2 after the date hereof, neither PCLICK the Company nor any of its Subsidiaries is a party to anyany written or oral: (a) Contract commitment, contract, purchase order, letter of credit or agreement (agreement, other than purchase as described in subsections (b) or sales orders entered into (c) below, involving any obligation or liability on the part of the Company or its Subsidiaries in excess of $250,000 and not cancelable (without liability) within sixty (60) days, except for purchases made in the ordinary course of business) involving any liability on the part business in amounts not substantially in excess of PCLICK or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 dayspast practice; (b) Except with respect to lease of real property involving an annual expense on the lease on part of the Company or its business location, Subsidiaries in excess of $250,000 per year; (c) lease of personal property involving an annual rental payments expense on the part of the Company or its Subsidiaries in excess of $25,000 and 250,000, which lease is not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiaryliability) within 90 sixty (60) days; (c) Except with respect to the options referenced above, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any of the employees, former employees or retired employees of PCLICK or any of its Subsidiaries;; or (d) Commitment, contract contracts and commitments not in the ordinary course of business not otherwise described above or agreement that is currently expected by listed on Schedule 3.9 of the management of PCLICK to result in any material loss upon completion or performance thereof; (e) Contract, agreement or commitment that is material Company Disclosure Letter relating to the business businesses of PCLICK the Company and its Subsidiaries and materially affecting the Company's and its Subsidiaries' businesses. Except as set forth on Schedule 3.9 of the Company Disclosure Letter, taken as a whole, with any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealer; or (f) Employment agreement or other similar agreement that contains any severance or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK neither the Company nor any of its Subsidiaries Subsidiar- ies is (and to the best knowledge of the Company, no other party is) in material breach or violation of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or to which any of the assets contracts, letters of credit, purchase orders, leases, commitments, licenses or properties permits described on Schedule 3.9 of PCLICK or any of its Subsidiaries is subjectthe Company Disclosure Letter, the effect breach or violation of which breach, violation or default is likely to materially and adversely affect would have a Material Adverse Effect on the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its SubsidiariesCompany.

Contracts and Commitments. Except as set forth in Section 5.15 of the PCLICK Ameris Disclosure Letter, neither PCLICK nor any of its Subsidiaries is a party to any: (a) Contract Neither Ameris nor any Ameris Subsidiary has any contracts, commitments, arrangements, or agreement understandings that (other i) may involve the expenditure by the Surviving Company after the Closing Date of more than purchase $25,000 for any individual contract, commitment, arrangement, or sales orders understanding or series of related contracts, commitments, arrangements or understandings, or (ii) that was not entered into in the ordinary course of business) involving . The legal enforceability after the Closing of the rights of Ameris or any liability on Ameris Subsidiary under any of their respective contracts will not be affected in any manner by the part execution and delivery of PCLICK or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK this Agreement or the relevant Subsidiary (consummation of the transactions contemplated hereby, including, without liability to PCLICK or such Subsidiary) within 60 days;limitation, the Pre-Closing Sale. (b) Except with respect to the lease on its business location, lease of personal property involving annual rental payments Neither Ameris nor any Ameris Subsidiary has any sales or purchase commitments that are in excess of $25,000 the normal, ordinary, and usual capacity or requirements of its business or that are not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 90 terminable on 30 days;' notice. (c) Except Neither Ameris nor any Ameris Subsidiary is a party to or bound by (i) any outstanding contracts with respect to the options referenced aboveofficers, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any of the employees, former employees agents, consultants, advisors, salesmen, sales representatives, distributors, or retired employees of PCLICK dealers that are not cancelable by Ameris or any Ameris Subsidiary on notice of its Subsidiaries; not longer than 30 days and without liability, penalty, or premium; (dii) Commitment, contract or agreement that is currently expected by the management of PCLICK to result in any material loss upon completion or performance thereof; (e) Contract, agreement or commitment arrangement providing for the payment of any bonus or commission based on sales or earnings; or (iii) any agreements that is material to the business of PCLICK and its Subsidiaries, taken as a whole, with any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealer; or (f) Employment agreement or other similar agreement that contains contain any severance or termination pay, liabilities liabilities, or obligations. All such contracts and agreements are . (d) Except for computer software licenses incorporated in full force and effect. Neither PCLICK connection with the purchase of software from third party vendors, neither Ameris nor any of its Subsidiaries is in breach of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK or any of its Subsidiaries Ameris Subsidiary is a party to any licensing agreement, either as licensor or licensee. (e) Neither Ameris nor any Ameris Subsidiary is restricted or may purported to be bound that relates to the restricted by agreement or otherwise from carrying on its business of PCLICK or any of its Subsidiaries business anywhere in the world. (f) Neither Ameris nor any Ameris Subsidiary is a party to any contract to management or to which sub-manage any of hospital or health care facility owned by others except the assets or properties of PCLICK or any of its Subsidiaries is subjectManagement Contracts. As used herein, the effect of which breachterm "Management Contracts" shall mean that management or sub-management agreements relating to Mort▇▇ ▇▇▇ical Center, violation or default is likely to materially Inc., d/b/a Scot▇ ▇▇▇ional Hospital; Newt▇▇ ▇▇▇ional Hospital; Jeff▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇nty Hospital; Winston County Medical Center, together with geriatric/psychiatric units at Newt▇▇ ▇▇▇ional Hospital; Jeff▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇nty Hospital; and adversely affect the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its SubsidiariesWinston County Medical Center.

Contracts and Commitments. Except as explicitly set forth in Section 5.15 of on the PCLICK ------------------------- Disclosure LetterSchedule, neither PCLICK Partner nor any of its Subsidiaries the Partnership is a party to anyany written or oral: (a) Contract commitment, contract, Indebtedness or agreement (other than purchase or sales orders entered into in the ordinary course of business) order involving any obligation or liability on the part of PCLICK any - 21 - Partner or one of its Subsidiaries the Partnership of more than $25,000 10,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiaryliability) within 60 30 days; (b) Except lease of real property (the Disclosure Schedule indicates, with respect to each lease of real property listed on the Disclosure Schedule, the term, annual rent, renewal options and number of square feet leased and the identification of any Related Parties who are parties to any such Lease) or any sublease, license, concession or other agreement granting to any Person the right of use or occupancy of any real property to which any such lease on its business location, relates; (c) lease of personal property involving any annual rental payments expense in excess of $25,000 10,000, and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiaryliability) within 90 days; 30 days (c) Except the Disclosure Schedule indicates, with respect to each lease of personal property listed on the options referenced aboveDisclosure Schedule, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any a general description of the employeesleased items, former employees or retired employees of PCLICK or any of its Subsidiariesterm, annual rent and renewal options); (d) Commitment, contract governmental or agreement that is currently expected by regulatory Permit required to conduct the management of PCLICK Business as presently conducted and as proposed to result in any material loss upon completion or performance thereofbe conducted; (e) Contract, contract or agreement (including confidentiality or commitment that is material to the business of PCLICK and its Subsidiaries, taken as a whole, other similar arrangements) with any officerPerson containing covenants limiting the freedom or ability of the Partnership or any Partner to engage in any line of business or compete with any Person or any contracts, employeearrangements or agreements with competitors, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor Customers or dealer; orsuppliers; (f) Employment employment or consulting contract, including, without limitation, contracts to employ executive officers and other contracts or arrangements with Representatives of any Partner or the Partnership, and contracts or arrangements with independent contractors on a full-time, part-time, consulting or other basis; (g) employee collective bargaining agreement, employment agreement, consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete; (h) pension, profit sharing, stock option, stock appreciation, employee stock purchase, bonus, benefit or other similar agreement that contains plan or arrangement providing for deferred or other compensation to employees or any other employee benefit, welfare or stock plan or arrangement including, without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any supplemental unemployment benefit, vacation, leave of its Subsidiaries is in breach ofabsence, in violation of or in default underequity participation, any agreementstock purchase, instrumentstock option, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK stock appreciation right or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK other incentive arrangement, or any of its Subsidiaries or contract with any labor union; (i) contract pursuant to which any Partner or the Partnership has advanced or loaned funds or made any Investments of funds or other property or Assets, or agreed to advance or loan funds to any other Person or to do any of the assets foregoing, other than prepayments in the ordinary course of business consistent with past practices and listed on the Disclosure Schedule; (j) contract or properties indenture that, with the giving of PCLICK notice or the passage of time, could result in an Encumbrance on any Asset (other than any Encumbrance which will be extinguished prior to the Closing Date); (k) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); (l) independent or service representative or distributorship agreement; and (m) contract or commitment not otherwise described above or listed in the Disclosure Schedule (including without limitation purchase orders, franchise agreements and undertakings or commitments to any governmental or regulatory authority) relating to the Business or otherwise affecting the Business and not in the ordinary course of business and consistent with past practices. The Partnership has performed all obligations required to be performed by it under each Contract, and it is not (and, to the best knowledge of the Kwik Wash Entities, no other Person is) in breach or violation of, or default under any of its Subsidiaries is subjectthe Contracts or other instruments, the effect obligations, evidences of Indebtedness or commitments described in (a)-(m) above, which breach, violation or default could result in an Adverse Effect. No event has occurred which, with the giving of notice or the passage of time or both, would result in a default, breach or event of noncompliance under any obligation of the Partnership, the Partners or the Sellers pursuant to any Contract, which breach, violation or default could result in an Adverse Effect. Except as explicitly set forth in the Disclosure Schedule, the consummation of the transactions contemplated by the Transaction Documents will not (a) require the consent, approval or authorization of any Consenting Party or (b) have a material adverse effect on any Contract or result in the termination, default under, breach or violation of, or imposition of any Encumbrance on, any Contract. Neither the Partnership nor any Partner has a present expectation or intention of not fully performing any obligation pursuant to any Contract, and no Kwik Wash Entity has knowledge or notice of any breach or anticipated breach by any other Person to any Contract. Each Contract described on the Disclosure Schedule is likely valid, binding, enforceable and in full force and effect in all material respects in accordance with its terms and will continue to materially be valid, binding, enforceable and adversely affect in full force and effect in all material respects on identical terms after the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its SubsidiariesClosing.

Contracts and Commitments. (a) Except as set forth on the attached Contracts Schedule, and except for agreements entered into by the Company or its Subsidiaries after the date hereof not in violation of Section 5.15 of the PCLICK Disclosure Letter7.01, neither PCLICK the Company nor any of its Subsidiaries is a party to any: (ai) Contract collective bargaining agreement; (ii) material bonus, incentive, pension, employee profit sharing, retirement or agreement other form of compensation plan, other than as described in Section 4.13 or the Employee Benefits Schedule (other than purchase any such plan that is sponsored by or sales orders entered into to which contributions are mandated by any Governmental Entity and other than standard offer letters and employment agreements in the ordinary course of business) involving any liability on the part of PCLICK such jurisdictions where such offer letters and employment agreements are standard practice or one of its Subsidiaries of more required under applicable Law and other than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 daysCash Bonus Plans); (biii) Except equity-based, equity purchase, option or similar plan, agreement or arrangement, other than an equity purchase or equity-based agreement with respect an employee that has been performed and, to the lease extent equity remains outstanding in connection therewith, is reflected on its business locationthe Capitalization Schedule; (iv) Contract for the employment of any officer, lease of personal property involving annual rental payments director, individual employee or other person on a full‑time or consulting basis providing for base salary compensation in excess of $25,000 and not cancelable by PCLICK 250,000 per annum (other than as described in Section 4.13 or the relevant Subsidiary (without liability to PCLICK Employee Benefits Schedule, standard offer letters and employment agreements in such jurisdictions where such offer letters and employment agreements are standard practice or such Subsidiary) within 90 daysrequired under applicable Law and other than Cash Bonus Plans); (cv) Except with respect Contract relating to the options referenced aboveincurrence of Indebtedness or to mortgaging, Employee bonuspledging or otherwise placing a Lien, stock option or stock purchaseexcept for Permitted Liens, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other on any material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any portion of the employees, former employees or retired employees assets of PCLICK the Company or any of its Subsidiaries; (dvi) CommitmentContract under which the Company or any of its Subsidiaries guarantees any obligation for Indebtedness or makes any other material guaranty, contract except guarantees or agreement that is currently expected other comfort letters by the management Company or its Subsidiaries of PCLICK the performance or obligations of the Company or any of its wholly owned Subsidiaries set forth in any Contract; (vii) Contract that relates to result any material swap, derivative, hedging or similar arrangements; (viii) Contract under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $1,000,000; (ix) Contract under which it is lessor of or permits any Third Party to hold or operate any property, real or personal, for which the annual rental exceeds $1,000,000; (x) Contract with any of the Company’s top thirty (30) customers, as measured by revenue received by the Company and its Subsidiaries during the 2014 fiscal year; (xi) Contract with any of the Company’s top fifteen (15) suppliers of products or services, as measured by amount spent by the Company and its Subsidiaries during the 2014 fiscal year; (xii) Contract relating to the disposition or acquisition of material assets (other than those assets disposed of or acquired in the Ordinary Course of Business) or a material business by the Company or any of its Subsidiaries, or to any material merger or business combination with respect to the Company or any of its Subsidiaries (or former Subsidiaries, to the extent the Contract was entered into while such Subsidiary was a Subsidiary), in each case (A) since January 1, 2013 or (B) that provides for any potential future earn‑out payments or other similar payments of deferred or contingent purchase price or, with respect to Contracts entered into during the preceding six (6) years, any material continuing indemnification obligations; (xiii) In‑License (other than of (i) commercially available off the shelf Software provided in “object code” format under standard commercially available terms, or (ii) Open Source Software); (xiv) Out‑License, other than non-exclusive licenses granted to customers in the Ordinary Course of Business to use the Company Products; (xv) Contract with any Third Party to develop or assign any material Intellectual Property, customize any Company Product or hold in escrow any Software the rights to which are included in Company Intellectual Property; (xvi) material partnership agreement, joint venture agreement or other similar Contract relating to the Company or any of its Subsidiaries, other than Contracts solely among the Company and its wholly owned Subsidiaries; (xvii) Contract imposing any material restriction on the right or ability of the Company or any of its Subsidiaries to (A) engage in any material loss upon completion line of business or performance thereofcompete with any other Person or in any geographic area, (B) acquire any product, asset or service from any other Person or (C) develop, sell, supply, distribute, offer, support or service any product, asset or technology to or for any other Person, other than, in the case of clause (A), customary limitations in In-License agreements with respect to the use of such licensed materials and site-based restrictions in client Contracts prohibiting the Company and its Subsidiaries from (1) co-locating work from a client competitor in the same Company site or (2) utilizing personnel of the Company and its Subsidiaries servicing such client to service any client competitor; (exviii) Contract (A) imposing on the Company or any of its Subsidiaries any material exclusivity or similar obligation, (B) imposing on any upstream Affiliate of the Company (including, following the Closing, the Purchaser and its Affiliates) (i) any material exclusivity or similar obligation or (ii) any “most favored nation” or similar obligation which would apply to the Purchaser or any of its Affiliates (other than the Company and its Affiliates) in France, Morocco or Brazil, (C) pursuant to which the Company or any of its Subsidiaries has granted any material right of first refusal or right of first offer or similar right to a Third Party, (D) between the Company or any of its Subsidiaries, on the one hand, and a Third Party, on the other hand, that limits or purports to limit in any material respect the ability of the Company or any of its Subsidiaries to sell, license, transfer, pledge or otherwise dispose of any business or material assets or (E) that requires the Company or any of its Subsidiaries to “take or pay” with respect to the purchase of any goods or services, other than, in the case of clause (D), customary limitations in In-License agreements with respect to the use of such licensed materials and site-based restrictions in client Contracts prohibiting the Company and its Subsidiaries from (1) co-locating work from a client competitor in the same Company site or (2) utilizing personnel of the Company and its Subsidiaries servicing such client to service any client competitor; or (xix) Contract pursuant to which the Company or any of its Subsidiaries has undertaken a capital expenditure commitment in excess of $1,000,000 that was not completed prior to the date of the Latest Balance Sheet. (b) Each Contract that is (or is required to have been) set forth in the Contracts Schedule is referred to herein as a “Material Contract”. True and correct copies of all Material Contracts, as amended and in effect, have been made available to the Purchaser and the Merger Sub prior to the date hereof (or, if entered into after the date hereof, made available to the Purchaser promptly thereafter). (c) Neither the Company nor any of its Subsidiaries, nor to the Company’s knowledge any other party thereto, is in any material violation, breach or default (with or without the giving of notice or the lapse of time or both) under any Material Contract, agreement or commitment that and each such Material Contract is material to valid, binding and enforceable in accordance with its terms against the business of PCLICK Company and its Subsidiaries, taken as a wholeapplicable, with any officerand, employeeto the Company’s knowledge, agenteach other party thereto, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealer; or (f) Employment agreement or other similar agreement that contains any severance or termination pay, liabilities or obligations. All such contracts and agreements are is in full force and effect, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Neither PCLICK Except as set forth on the Contracts Schedule, neither the Company nor any of its Subsidiaries is in breach of, in violation has provided or received any written notice of or in default under, intention to terminate any agreement, instrument, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or to which any of the assets or properties of PCLICK or any of its Subsidiaries is subject, the effect of which breach, violation or default is likely to materially and adversely affect the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its SubsidiariesMaterial Contract.

Contracts and Commitments. Except as To Enterprises' Knowledge, except: (i) with respect to contracts or agreements with Shoney's or Shoney's Subsidiaries; (ii) set forth in Section 5.15 of on Schedule 5.21 to the PCLICK Enterprises Disclosure Letter; and (iii) as otherwise would not have a Material Adverse Effect on TPIR, neither PCLICK nor TPIE, TPII and the TPIR Subsidiaries, taken as a whole, not one of TPIR, TPIE, TPII or any of its Subsidiaries TPIR Subsidiary is a party to or bound by any: (a) Contract contract or agreement involving amounts payable to or by TPIR, TPIE, TPII or any TPIR Subsidiary during any 12-month period that will aggregate $50,000 or more; (b) management, consultant or employment contract under which there are amounts payable by TPIR, TPIE, TPII or any TPIR Subsidiary during any 12-month period that will aggregate $50,000 or more; (c) contract obligating TPIR, TPIE, TPII or any TPIR Subsidiary to make severance or similar payments to any employee or officer of Enterprises, TPIR, TPIE, TPII or any TPIR Subsidiary upon termination of employment or to make payments to any officer or employee of Enterprises, TPIR, TPIE, TPII or any TPIR Subsidiary in excess of the officer's or employee's regular salary and reimbursement of ordinary business expenses; (d) contract or agreement with any distributor, dealer or sales representative that is not cancelable without liability to TPIR, TPIE, TPII or any TPIR Subsidiary on a maximum of thirty (30) days notice and under which there are amounts payable by TPIR, TPIE, TPII or any TPIR Subsidiary during any 12-month period that will aggregate $50,000 or more; (e) contract or agreement of any nature whatsoever with Enterprises, any Subsidiary of Enterprises or any of their respective Affiliates, with any past or present director or officer of Enterprises, any of the Remaining Subsidiaries, TPIR, TPIE, TPII or any TPIR Subsidiary, or any of their respective Affiliates, or with any person related to any past or present director or officer of Enterprises, any of the Remaining Subsidiaries, TPIR, TPIE, TPII or any TPIR Subsidiary; (f) contract or agreement relating to any loan, factoring or credit line; (g) lease of real property other than those described on Schedule 5.15(b) to the Enterprises Disclosure Letter; (h) lease of personal or mixed property under which TPIR, TPIE, TPII or any TPIR Subsidiary is a lessor or lessee involving payments by or to TPIR, TPIE, TPII or any TPIR Subsidiary in excess of $50,000 in any 12-month period; (i) joint venture, partnership or other agreement involving sharing of profits; (j) contract preventing TPIR, TPIE, TPII or any TPIR Subsidiary from carrying on its business anywhere in the world; (k) outstanding power of attorney empowering any person or entity to act on behalf of TPIR, TPIE, TPII or any TPIR Subsidiary; (l) outstanding offer or bid that, if accepted, would result in (x) a contract required to be disclosed pursuant to this Section 5.21, or (y) any other material contract or commitment; (m) purchase commitments, requirements or sales orders similar contracts (or series of related purchase commitments, requirements or similar contracts) involving amounts payable by TPIR, TPIE, TPII or any TPIR Subsidiary during any 12-month period that will aggregate $50,000 or more; (n) outstanding guaranty, subordination or other similar type of agreement, whether or not entered into in the ordinary course of business) involving any liability on the part of PCLICK or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 days; (bo) Except with respect to the lease on its business locationcontract, lease of personal property involving annual rental payments in excess of $25,000 and not cancelable by PCLICK commitment, or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 90 days; (c) Except with respect to the options referenced above, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any of the employees, former employees or retired employees of PCLICK or any of its Subsidiaries; (d) Commitment, contract or agreement that is currently expected by the management of PCLICK to result in any material loss upon completion or performance thereof; (e) Contract, agreement or commitment that is obligation otherwise material to the business of PCLICK and its Subsidiariesany of TPIR, taken as a wholeTPIE, with TPII or any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor TPIR Subsidiary or dealernot made in the ordinary course of business; or (fp) Employment agreement or other similar agreement that contains with a Governmental Entity (including any severance or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any of its Subsidiaries is in breach of, in violation of or in default under, any conciliation agreement, instrumentconsent decree or letter of commitment) other than agreements that are immaterial in amount or scope. To Enterprises' Knowledge, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK or any of its Subsidiaries is a party or is or may be bound that relates Schedule 5.21 to the business Enterprises Disclosure Letter describes the material terms of PCLICK or any of its Subsidiaries or all oral contracts disclosed in Schedule 5.21 to which any of the assets or properties of PCLICK or any of its Subsidiaries is subject, the effect of which breach, violation or default is likely to materially and adversely affect the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its Subsidiaries.Enterprises Disclosure

Contracts and Commitments. Except as set forth in Section 5.15 of on the PCLICK Disclosure LetterSchedule, neither PCLICK nor any of its Subsidiaries the Company is not a party to anyany written or oral: (a) Contract commitment, contract, note, loan, evidence of Indebtedness, purchase order or agreement (other than purchase or sales orders entered into in the ordinary course letter of business) credit involving any obligation or liability on the part of PCLICK or one of its Subsidiaries the Company of more than $25,000 75,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiaryliability) within 60 days; (b) Except lease of real property (the Disclosure Schedule indicates with respect to each lease listed on the lease on its business locationDisclosure Schedule the term, annual rent, renewal options, approximate number of square feet leased); (c) lease of personal property involving any annual rental payments expense in excess of $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiaryliability) within 90 days; 60 days (c) Except the Disclosure Schedule indicates with respect to each lease listed on the options referenced above, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any Disclosure Schedule a general description of the employeesleased items, former employees or retired employees of PCLICK or any of its Subsidiariesterm, annual rent and renewal options); (d) Commitment, contract governmental or agreement that is currently expected by regulatory licenses or permits required to conduct the management of PCLICK Business as presently conducted and as proposed to result in any material loss upon completion or performance thereofbe conducted; (e) Contractcontracts or agreements containing covenants limiting the freedom of the Company to engage in any line of business or compete with any Person; (f) employment contracts, agreement including without limitation, contracts to employ executive officers and other contracts with officers or commitment that is material directors of the Company, and contracts with independent contractors on a full-time, part-time, consulting or other basis; (g) pension, profit sharing, stock option, stock appreciation, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit, welfare or stock plan or arrangement, or any contract with any labor union or any severance agreement; (h) contract pursuant to which it has advanced or loaned funds or made any Investments of its funds or other property or Assets, or agreed to advance or loan funds to any other Person or to do any of the foregoing other than advances to growers in the ordinary course of business; (i) contract or indenture relating to the business of PCLICK and its Subsidiariesmortgaging, taken as a wholepledging, or otherwise placing an Encumbrance on any Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor intangible property (including any Proprietary Right); (k) independent or dealerservice representative or distributorship agreement; or (fl) Employment agreement contracts or financial commitments of more than $50,000 and not cancelable (without liability) within sixty days not otherwise described above or listed in the Disclosure Schedule (including without limitation purchase orders, franchise agreements and undertakings or commitments to any governmental or regulatory authority) relating to the Business or otherwise affecting the Business not in the ordinary course of business; The Company has performed all obligations required to be performed by it under each Contract and it is not (and, to the Best of the Company's Knowledge, no other similar agreement that contains any severance or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any of its Subsidiaries is party is) in breach or violation of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or to which under any of the assets Contracts or properties other instruments, obligations, evidences of PCLICK Indebtedness or commitments described in (a)-(l) above. To the Best of the Company's Knowledge, no event has occurred which, with the passage of time or the giving of notice (or both), would result in a default, breach or event of noncompliance under any obligation of the Company pursuant to any Contract. The Company does not have a present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is, to the Best of the Company's Knowledge, legal, valid, binding and enforceable in accordance with its Subsidiaries terms. With respect to each Contract which is subjecta lease of personal property, the effect of which breach, violation or default is likely Company holds a valid and existing leasehold interest under such lease for the term set forth with respect to materially and adversely affect such lease an the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its SubsidiariesDisclosure Schedule.

Contracts and Commitments. Except as set forth in Section 5.15 As of the PCLICK date hereof, Section 3.16 of the Disclosure LetterSchedule contains a complete and accurate list of all contracts (written or oral), neither PCLICK nor plans, undertakings, commitments or agreements or pending negotiations (including, without limitation, intercompany contracts) ("Union Drilling Contracts") of the following categories to which Union Drilling or any of its Subsidiaries is a party to anyor by which any of them is bound as of the date of this Agreement: (a) Contract employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors or agreement stockholders of Union Drilling, and all severance, change in control or similar arrangements with any officers, employees or agents of Union Drilling that will result in any obligation (other than purchase absolute or sales orders entered into in the ordinary course contingent) of business) involving Union Drilling or any liability on the part of PCLICK or one of its Subsidiaries to make any payment to any officers, employees or agents of more than $25,000 Union Drilling or any of its Subsidiaries following the consummation of the Contemplated Transactions or termination or change of terms and not cancelable by PCLICK or conditions of employment, including a change in control of the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 daysUnion Drilling; (b) Except with respect to Union Drilling Contracts for the lease on its business locationpurchase of inventory, lease of personal property supplies or services which are not cancellable (without material penalty, cost or other liability) within one year and, other than Union Drilling Contracts described elsewhere in this Section 3.16, other Union Drilling Contracts involving annual rental payments expenditures or liabilities in excess of $25,000 and 100,000 which are not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK material penalty, cost or such Subsidiaryother liability) within 90 days; (c) Except with respect to the options referenced abovepromissory notes, Employee bonusloans, stock option or stock purchaseagreements, performance unityindentures, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance evidences of indebtedness or other material employee benefit plan (instruments providing for the lending of money, whether as defined in Section 2(3) of ERISA) borrower, lender or program for any of the employees, former employees or retired employees of PCLICK or any of its Subsidiariesguarantor; (d) Commitment, contract Union Drilling Contracts containing covenants limiting the freedom of Union Drilling or agreement that is currently expected by the management any of PCLICK its Subsidiaries to result engage in any material loss upon completion line of business or performance thereofcompete with any Person or operate at any location; (e) Contractany Union Drilling Contract pending for the acquisition or disposition, agreement directly or commitment that is indirectly (by merger or otherwise), of material to Assets (other than inventory) or capital stock of any Person, other than the business of PCLICK ▇▇▇▇▇▇▇▇ Purchase Agreement and its Subsidiaries, taken as a whole, with any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealer; orthe SPA Drilling Purchase Agreement; (f) Employment agreement other than Union Drilling Contracts described elsewhere in this Section 3.16 or Union Drilling Contracts which may be omitted pursuant to the specific size limitations set forth in other provisions of this Section 3.16, Union Drilling Contracts between Union Drilling and any of its wholly owned Subsidiaries, on one hand, and any affiliate of Union Drilling which is not wholly owned, directly or indirectly, by Union Drilling, on the other hand; (g) any lease (whether of real or personal property) providing for annual rentals of $15,000 or more; (h) any sales, distribution or other similar agreement that contains any severance or termination pay, liabilities or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any of its Subsidiaries is in breach of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK providing for the sale by Union Drilling or any of its Subsidiaries is a party of materials, supplies, goods, services (including drilling services), equipment or is other assets; and (i) any partnership, joint venture or may be bound that relates other similar agreement or arrangement. True and complete copies of the written Union Drilling Contracts identified in Section 3.16 of the Disclosure Schedule or true summaries of all material terms, have been delivered or made available to the business of PCLICK or any of its Subsidiaries or to which any of the assets or properties of PCLICK or any of its Subsidiaries is subject, the effect of which breach, violation or default is likely to materially and adversely affect the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its SubsidiariesInvestors.

Contracts and Commitments. Except SCHEDULE 4.15 contains a true, complete and accurate list of all material contracts, agreements, understandings, commitments and other obligations (whether written or oral) to which the Capri Companies are a party or by which any of the assets, rights or properties material to the conduct of the Business are bound, including without limitation all of the contracts, agreements, understandings, commitments and other obligations listed below, other than (1) commitments, loan and security documents and other customary closing documents relating to Warehouse Loans or Serviced Loans, provided that such commitments or documents do not contain any burdensome obligation on the part of the Capri Companies not customarily included in such commitments or documents, and do not include any commitments outside of the ordinary course of business with respect to the origination or purchase of future mortgage loans or the terms on which such future mortgage loans are made or purchased, and (2) leases, subleases or rental or use agreements, contracts, commitments, covenants or obligations (A) involving payments to or from the Capri Companies of less than $25,000, (B) not containing any burdensome obligations on the part of the Capri Companies not customarily included in agreements of similar nature, (C) that by their respective terms expire or terminate or are terminable by the Capri Companies, without penalty, premium or other liability within forty-five (45) days, and (D) not described in clauses (b) through (l) below and, except as set forth in Section 5.15 SCHEDULE 4.15, true, complete and correct copies of each contract, agreement, understanding, commitment and other obligation listed in SCHEDULE 4.15 have previously been delivered by the PCLICK Disclosure Letter, neither PCLICK nor any of its Subsidiaries is a party Capri Companies to anythe Investor: (a) Contract all leases, subleases or agreement (other than purchase rental or sales orders entered into in the ordinary course of business) involving any liability on the part of PCLICK use agreements, contracts, commitments, covenants or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 daysobligations; (b) Except any contracts, agreements, commitments or other obligations with respect to the lease on its business locationofficers, lease of personal property involving annual rental payments in excess of $25,000 and not cancelable by PCLICK employees, agents, consultants or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 90 daysadvisors; (c) Except indentures, notes, loans, letters of credit or credit agreements or other contracts, agreements, commitments or other obligations with respect to the options referenced aboveIndebtedness; any guarantee of, Employee bonusor contract, stock option agreement, commitment or stock purchaseobligation to acquire any Indebtedness of others; and any other contract, performance unityagreement, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance commitment or other material employee benefit plan obligation under which the Capri Companies has any obligations or liabilities (whether absolute, accrued, contingent or otherwise) as defined guarantor, surety, co-signer, endorser, co-maker or indemnitor in Section 2(3) of ERISA) or program for any respect of the employees, former employees or retired employees obligation of PCLICK or any of its SubsidiariesPerson; (d) Commitmentany security agreement, contract mortgage or agreement other contract, agreement, commitment or obligation that is currently expected by creates or may create a Lien on any of the management assets, rights or properties material to the conduct of PCLICK to result in any material loss upon completion or performance thereofthe Business; (e) Contractany outstanding agreement, agreement contract, commitment or commitment that is material obligation as to loans, advances or capital contributions made, or to be made, by the business of PCLICK and its Subsidiaries, taken as a whole, with Capri Companies to any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealer; orPerson; (f) Employment contracts, agreements, commitments or other obligations with any Person containing any provision or covenant limiting the ability of the Capri Companies to engage in any line of business or to compete with or to obtain products or services from any Person or limiting the ability of any Person to compete with or to provide products or services to, or obtain products or services from, the Capri Companies; s (g) agreements relating to the purchase, sale, origination or servicing of any mortgage loans, or agreements which require the payment of a commission or other payment in connection with the purchase, sale or origination of any mortgage loan and any other agreement or other similar agreement that contains any severance arrangement with a Mortgage Loan Investor or termination pay, liabilities relating to a Serviced Loan or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any of its Subsidiaries is in breach of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, contract or other obligation of any type to which PCLICK or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or to which any of the assets or properties of PCLICK or any of its Subsidiaries is subject, the effect of which breach, violation or default is likely to materially and adversely affect the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its Subsidiaries.Warehouse Loan;

Contracts and Commitments. Section 3.18 of the Disclosure Agreements sets forth a list of all "Material Contracts" to which Cetoni is party or from which material rights and privileges inure to or obligations which are the responsibility of, Cetoni, copies of which such agreements are attached hereto as Exhibit M. For purposes hereof, the term "Material Contracts" includes all material contracts and commitments all indentures, mortgages, security agreements, leases loan and credit agreements, and all other material agreements (including employment agreements or deferred compensation, pension, profit sharing or retirement plans, supply contracts or contracts for the purchase or sale of products or services), oral or written, imposing any obligation on Cetoni or to which its properties are subject. A contract, commitment or agreement shall be deemed to be material if it either (i) involves or may involve the payment of more than DM25,000 over the life of the contract or commitment or (ii) regardless of the amount involved, if it is not terminable without penalty solely at the will of Cetoni upon notice of thirty days or less. Said list is true and correct in all material respects; and, except as disclosed thereon, Cetoni is not bound by any Material Contract whatsoever. Except as set forth in Section 5.15 3.18 of the PCLICK Disclosure Letter, neither PCLICK nor any of its Subsidiaries is a party to anySchedule: (a) Contract Cetoni has no agreements, contracts, commitments or agreement (other than purchase restrictions which are material to its business, operations or sales orders entered into in prospects or which require the ordinary course making of business) involving any liability on the part of PCLICK or one of its Subsidiaries of more than $25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 60 dayscharitable contribution; (b) Except with respect to the lease on its business location, lease No purchase contracts or commitments of personal property involving annual rental payments Cetoni continue for a period of more than 12 months or are in excess of $25,000 the normal, ordinary and not cancelable by PCLICK usual requirements of business or the relevant Subsidiary (without liability to PCLICK or such Subsidiary) within 90 daysat any excessive price; (c) Except with respect There are no outstanding sales contracts, commitments or proposals of Cetoni which continue for a period of more than 12 months or will result in any loss to the options referenced aboveCetoni upon completion or performance thereof, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program after allowance for any of the employees, former employees or retired employees of PCLICK or any of its Subsidiariesdirect distribution expenses; (d) CommitmentCetoni has no outstanding contracts with officers, contract employees, agents, consultants, advisors, salesmen, sales representatives, distributors or agreement dealers that is currently expected are not cancelable by the management it on notice of PCLICK to result in any material loss upon completion not longer than 30 days and without liability, penalty or performance thereofpremium; (e) ContractCetoni has no employment agreement, agreement or commitment that is material to the business of PCLICK and its Subsidiaries, taken as a whole, with any officer, employee, agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealer; or (f) Employment agreement or other similar agreement that contains any severance or any severance or termination pay, pay liabilities or obligations. All such ; (f) Cetoni has no collective bargaining or union contracts and agreements are or agreements; (g) Cetoni is not in full force and effect. Neither PCLICK default, nor is there any known basis for any valid claim of default, under any contract made or obligation owed by it; (h) Cetoni is not restricted by agreement from carrying on its Subsidiaries business anywhere in the world; (i) Cetoni is under no liability or obligation with respect to the return of inventory or merchandise in breach ofthe possession of wholesalers, in violation distributors, retailers or their customers; (j) Cetoni has no debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (k) Cetoni has no outstanding loan to any person; and (1) Cetoni has no power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in default under, any agreement, instrument, indenture, deed respect of trust, commitment, contract or other the obligation of any type to which PCLICK person, corporation, partnership, joint venture, association, organization or any of its Subsidiaries is a party or is or may be bound that relates to the business of PCLICK or any of its Subsidiaries or to which any of the assets or properties of PCLICK or any of its Subsidiaries is subject, the effect of which breach, violation or default is likely to materially and adversely affect the business or financial condition of PCLICK and its Subsidiaries, taken as a whole. ECNC has not guaranteed or assumed and specifically does not guarantee or assume any obligations of PCLICK or any of its Subsidiariesother entity.

Contracts and Commitments. Except as set forth in Section 5.15 on the Disclosure ------------------------- ---------- Schedule, none of the PCLICK Disclosure Letter, neither PCLICK nor any of its Subsidiaries Companies is a party to any:any written or oral: -------- (a) Contract commitment, contract, note, loan, evidence of Indebtedness, purchase order or agreement (other than purchase or sales orders entered into in the ordinary course letter of business) credit involving any obligation or liability on the part of PCLICK or one any of its Subsidiaries the Companies of more than $25,000 50,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiaryliability) within 60 days; (b) Except lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the lease on its business ------------------- Disclosure Schedule, the location, term, annual rent, renewal options and number ------------------- of square feet leased); (c) lease of personal property involving any annual rental payments expense in excess of $25,000 10,000, and not cancelable by PCLICK or the relevant Subsidiary (without liability to PCLICK or such Subsidiaryliability) within 90 days; 60 days (c) Except the Disclosure ---------- Schedule indicates, with respect to each lease listed on the options referenced aboveDisclosure -------- ---------- Schedule, Employee bonus, stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (as defined in Section 2(3) of ERISA) or program for any a general description of the employeesleased items, former employees or retired employees of PCLICK or any of its Subsidiariesterm, annual rent and renewal options); (d) Commitment, contract contracts or agreement that is currently expected by agreements (including confidentiality or other similar arrangements) containing covenants limiting the management freedom of PCLICK any of the Companies or Sellers to result engage in any material loss upon completion line of business or performance thereofcompete with any Person, or any arrangements or agreements with competitors; (e) Contractemployee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or commitment that is material covenant not to the business of PCLICK and its Subsidiaries, taken as a whole, compete; (f) contract or agreement with any officer, employeedirector or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e)), agent, consultant, advisor, salesman, sales representative, value added reseller, distributor or dealer; orattorney-in-fact of Seller; (fg) Employment agreement compensation arrangements, bonus or benefit plans, programs or other similar agreement that contains arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any self-insured arrangements), severance or termination pay, liabilities supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or obligations. All such contracts and agreements are in full force and effect. Neither PCLICK nor any of its Subsidiaries is in breach of, in violation of or in default under, any agreement, instrument, indenture, deed of trust, commitment, other incentive arrangement; (h) contract or other obligation of any type pursuant to which PCLICK it has advanced or loaned funds or made any of its Subsidiaries is a party Investments, or is agreed to advance or may be bound that relates loan funds to the business of PCLICK or any of its Subsidiaries other Person or to which do any of the assets foregoing; (i) contract or properties indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including without limitation undertakings or ------------------- commitments to any governmental or regulatory authority) relating to the Business or otherwise affecting the Business and not in the ordinary course of PCLICK business and consistent with past practices; Each of the Companies has performed all material obligations required to be performed by it under each Contract and is not (and, to the best knowledge of each of the Companies, no other party is) in breach or violation of, or default under any of its Subsidiaries is subjectthe Contracts or other instruments, the effect obligations, evidences of Indebtedness or commitments described in (a)-(k) above, which breach, violation or default is likely default, if known, could reasonably be expected to materially and adversely affect result in an Adverse Effect. No event has occurred which, with the business passage of time or financial condition the giving of PCLICK and its Subsidiariesnotice (or both), taken as would result in a whole. ECNC has not guaranteed default, breach or assumed and specifically does not guarantee or assume event of noncompliance under any obligations obligation of PCLICK or any of the Companies or Sellers pursuant to any Contract, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. None of the Companies has a present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, binding ------------------- and enforceable in accordance with its Subsidiariesterms.