Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. Section 3.20 of the RCSB Disclosure Schedule contains, 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 each of the following documents: (a) 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 RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or 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, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (h) 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary to engage in any line of business or to compete with any person; (r) each agreement with respect to any license, permit and similar matter that is necessary to the operations of RCSB or any RCSB Subsidiary; and (s) each agreement that gives a third party any right to seek judicial or administrative relief to enjoin, or other relief which may prevent consummation of, the Merger.

Contracts and Commitments. (a) Except as set forth in Section 3.20 3.18(a) of the RCSB Oakwood Disclosure Schedule containsSchedules (the “Oakwood Contracts”), and shall be supplemented neither Oakwood nor any of its Subsidiaries is a party to or bound 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 each any of the following documents:(whether written or oral, express or implied): (ai) 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 list period of each outstanding loan 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 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, mortgagecontract 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; (x) guaranty of any obligation for the borrowing of money, pledge excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xi) agreement with or other similar document or commitment to extend extension of credit to any executive officer or director of RCSB Oakwood or Target Bankany of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Oakwood Stock, or any affiliate of such person; (bxii) a list and description agreement with any executive officer or director of each outstanding letter of credit and each commitment to issue a letter of credit in excess of $100,000 to which RCSB Oakwood or any RCSB Subsidiary is a party and/or under which it may of its Subsidiaries or holder of ten percent (contingently 10%) or otherwise) have more of the issued and outstanding Oakwood Stock or any liabilityaffiliate of such person, relating to bank owned life insurance (“BOLI”); (cxiii) a list lease of each vendor real property; (xiv) any agreement containing covenants that limit the ability of Oakwood or lease 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 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) canmay not be terminated on without payment or penalty upon notice of thirty (30) days (or less) written notice without penalty; and (iii) involves an annual expenditure by RCSB or any RCSB Subsidiary in excess of $100,000; (dxvi) a list of each contract or commitment (other than RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, any agreement pursuant to which Oakwood or any interest of its Subsidiaries may become obligated to invest in real property which is currently owned by RCSB or contribute capital to any RCSB SubsidiaryPerson; (xvii) any agreement between Oakwood Bank, on the one hand, and a list and description Person listed on Section 3.1(f) of all real property owned the Oakwood Disclosure Schedules, on the other hand; or (xviii) contracts, other than REO) the foregoing, with payments aggregating $50,000 or leased by RCSB or any RCSB Subsidiary; (e) a list of each commitment more not 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, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation;. (hb) a list of all policies of insurance currently maintained by RCSB Each Oakwood Contract is legal, valid and binding on Oakwood or any RCSB Subsidiary its Subsidiaries, as the case may be, 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 BankOakwood, will the other parties thereto, enforceable by Oakwood or its Subsidiaries, as the case may be, filed in accordance with its terms (subject to the companies providing insurance coverage for RCSB effect of bankruptcy, insolvency, reorganization, moratorium or any RCSB Subsidiary (except for routine claims for benefitsother similar laws relating to creditors’ rights generally and general equitable principles); (i) . Each of Oakwood and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each collective bargaining agreement to which RCSB Oakwood Contract and there are no existing material defaults by Oakwood or any RCSB Subsidiary is a party and all affirmative action plans or programs covering employees of RCSB or any RCSB its Subsidiary, as well as all employee handbooksthe case may be, policy manualsor, rules and standards to the knowledge of employment promulgated Oakwood, the other party thereunder and, to the knowledge of Oakwood, there are no allegations or assertions of such by RCSB any party under such Oakwood Contract or any RCSB Subsidiary; (j) each lease or license events that with respect to real or personal propertynotice, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess lapse of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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 time or the subject happening or occurrence of an application for registration, which are owned by RCSB 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 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 made available to environmental matters and copies of all policies that have been in effect during the last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary to engage in any line of business or to compete with any person; (r) each agreement with respect to any license, permit and similar matter that is necessary to the operations of RCSB or any RCSB Subsidiary; and (s) each agreement that gives a third party any right to seek judicial or administrative relief to enjoin, or other relief which may prevent consummation of, the MergerBFST.

Contracts and Commitments. (a) Except as filed with the BPOMS SEC Documents or as set forth in Section 3.20 5.16(a) of the RCSB BPOMS Disclosure Schedule containsLetter, 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 each neither BPOMS nor any of the following documentsBPOMS Subsidiaries has, or is party to or is bound by: (ai) a list of each outstanding loan any consulting agreement, mortgage, pledge agreement contract or commitment under which any firm or other similar document organization provides consulting services to BPOMS or commitment to extend credit to any executive officer or director of RCSB or Target Bankthe BPOMS Subsidiaries, other than in the ordinary course of business and consistent with past practice; (bii) any fidelity or surety bond or completion bond; (iii) any guaranty of the obligations of a list and description third party; (iv) any agreement, contract, commitment, transaction or series of each outstanding letter transactions for any purpose other than in the ordinary course of credit and each commitment BPOMS’ or any of the BPOMS Subsidiaries’ business relating to issue a letter of credit capital expenditures or commitments or long term obligations 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 liability150,000; (cv) 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 goodsany agreement, 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 RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, relating to the disposition or acquisition of assets or any interest in real property which is currently owned by RCSB any business enterprise outside the ordinary course of BPOMS’ or any RCSB Subsidiary, and a list and description of all real property owned (other than REO) or leased by RCSB or any RCSB Subsidiarythe BPOMS Subsidiaries’ business; (evi) a list any mortgages, indentures, loans or credit agreements, security agreements or other arrangements or instruments relating to the borrowing of each commitment made by RCSB money or Target Bank extension of credit, including capital leases and also guaranties referred 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 theretoin clause (iii) hereof; (fvii) any purchase order or contract for the Certificate purchase of inventory or Articles of Incorporation, Charters, and Bylaws of RCSB and each RCSB Subsidiaryother materials involving $150,000 or more; (gviii) except for powers any assignment, license or other agreement with respect to any form of attorney executed in connection with loan servicing activities intangible property, excluding agreements made in the ordinary course of business, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (hix) a list 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 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)business; (ix) each collective bargaining any agreement to which RCSB or contract involving the sharing of profits and losses by BPOMS or any RCSB Subsidiary is a party and all affirmative action plans or programs covering employees of RCSB or the BPOMS Subsidiaries with any RCSB Subsidiary, as well as all employee handbooks, policy manuals, rules and standards of employment promulgated by RCSB or any RCSB Subsidiaryother Person; (jxi) each lease any contract containing covenants that restrict or license with respect to real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess limit the ability of $100,000 to which RCSB BPOMS 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; (k) 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary BPOMS Subsidiaries to engage in any line of business or to compete with any person;; or (rxii) each agreement 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 respect 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 licensePerson 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, permit and similar matter that is necessary acceleration or rights of early termination following the consummation of the transactions contemplated by this Agreement. Except to the operations extent any of RCSB 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 RCSB Subsidiary; and BPOMS Contract nor, to BPOMS’ knowledge, is any other party to any BPOMS Contract. Except as set forth in Section 5.16 of the BPOMS Disclosure Letter, BPOMS is not in violation or breach of or default under any BPOMS Contract (sincluding leases of real property) each agreement that gives a third party relating to non-competition, indebtedness, guarantees of indebtedness of any right to seek judicial or administrative relief to enjoinother Person, employment, or other relief which may prevent consummation of, the Mergercollective bargaining.

Contracts and Commitments. Section 3.20 Except as set forth in the Disclosure Schedule, neither the Company nor any Subsidiary is a party to (or, in the case of clause (e) below, the RCSB Disclosure Schedule contains, 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 each of the following documentsholder of) any written or oral: (a) a list commitment, contract, note, loan, guarantee, evidence of each outstanding loan agreementindebtedness, mortgage, pledge agreement purchase order or other similar document letter of credit involving any obligation or commitment to extend credit to liability on the part of the Company or any executive officer Subsidiary of more than $25,000 (and not more than $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 director any Subsidiary in the ordinary course of RCSB or Target Bankbusiness and consistent with past practices; (b) a list 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 description number 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 liabilitysquare feet leased); (c) a list lease 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) personal property 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 any annual expenditure by RCSB or any RCSB Subsidiary expense in excess of $100,0005,000 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) a list 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 each contract or commitment (other than RCSB Permitted Liens as defined in Section 3.22(c)) hereof) the Company and its Subsidiaries and otherwise materially affecting ownership of, title to, use of, or any interest in real property which is currently owned by RCSB or any RCSB Subsidiary, the Company's 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 Subsidiaries' business not in the ordinary course of business, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (he) a list material governmental or regulatory licenses or permits required to conduct the business of all policies of insurance currently maintained by RCSB the Company 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)as presently conducted; (if) each collective bargaining agreement to which RCSB contracts or agreements containing covenants limiting the freedom of the Company 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary to engage in any line of business or to compete with any person; (rg) each agreement employment contracts, including without limitation, contracts to employ executive officers and other contracts with respect to officers or directors of the Company or any licenseSubsidiary; or (h) Tax sharing or similar agreements. Neither the Company nor any Subsidiary is (and, permit and similar matter that is necessary to the operations best knowledge of RCSB Seller, no other party is) in material breach or any RCSB Subsidiary; and (s) each agreement that gives a third party any right to seek judicial or administrative relief to enjoinviolation of, or material default under, any of the Contracts or other relief which may prevent consummation ofinstruments, obligations, evidences of indebtedness or commitments described in (a)-(h) above. All of the MergerCompany's and each Subsidiary's outstanding Contracts with its customers are listed in the Disclosure Schedule (together with a notation as to whether such customer has renewed such Contract for the period following the period covered thereby).

Contracts and Commitments. Section 3.20 Except (i) as set forth on Schedule 3.9 of the RCSB Company Disclosure Letter hereto, (ii) for employee benefit plans set forth on Schedule contains, 3.16 of the Company Disclosure Letter and shall be supplemented by RCSB and Target Bank, as required by (iii) contracts entered into pursuant to the terms of Section 5.10 5.2 after the date hereof, so as neither the Company nor any of its Subsidiaries is a party to contain at the Closing Date true and correct copies of each of the following documentsany written or oral: (a) a list commitment, contract, purchase order, letter of each outstanding loan credit or agreement, mortgageother than as described in subsections (b) or (c) below, pledge agreement involving any obligation or other similar document liability on the part of the Company or commitment to extend credit to any executive officer or director its Subsidiaries in excess of RCSB or Target Bank$250,000 and not cancelable (without liability) within sixty (60) days, except for purchases made in the ordinary course of business in amounts not substantially in excess of past practice; (b) a list and description lease of each outstanding letter real property involving an annual expense on the part of credit and each commitment to issue a letter of credit the Company or its Subsidiaries 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 liability250,000 per year; (c) a list lease 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) personal property 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 expense on the part of the Company or any RCSB Subsidiary its Subsidiaries in excess of $100,000;250,000, which lease is not cancelable (without liability) within sixty (60) days; or (d) a list of each contract or commitment (other than RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or any interest in real property which is currently owned by RCSB or any RCSB Subsidiary, contracts 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 commitments not in the ordinary course of businessbusiness not otherwise described above or listed on Schedule 3.9 of the Company Disclosure Letter relating to the businesses of 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, a list neither the Company nor any of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force its Subsidiaries is (and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (h) 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 Bankthe Company, will beno other party is) in material breach or violation of, filed with or default under, any of 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 contracts, letters of RCSB or any RCSB Subsidiarycredit, 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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, purchase orders, injunctionsleases, court decrees commitments, licenses or settlement agreements arising out permits described on Schedule 3.9 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary to engage in any line of business or to compete with any person; (r) each agreement with respect to any license, permit and similar matter that is necessary to the operations of RCSB or any RCSB Subsidiary; and (s) each agreement that gives a third party any right to seek judicial or administrative relief to enjoin, or other relief which may prevent consummation ofCompany Disclosure Letter, the Mergerbreach or violation of which would have a Material Adverse Effect on the Company.

Contracts and Commitments. Section 3.20 of the RCSB Disclosure Schedule contains, and shall be supplemented by RCSB and Target Bank, as required by Section 5.10 hereof, so as Seller is not a party to contain at the Closing Date true and correct copies of each of the following documentsany written ------------------------- or oral: (a) a list commitment, contract, note, loan, evidence of each outstanding loan agreementindebtedness, mortgage, pledge agreement purchase order or other similar document letter of credit involving any obligation or commitment to extend credit to any executive officer or director liability on the part of RCSB or Target BankSeller of more than $50,000 and not cancelable (without liability) within 60 days; (b) a list lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and description number ------------------- 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 liabilitysquare feet leased); (c) a list lease 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) personal property 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 any annual expenditure by RCSB or any RCSB Subsidiary expense in excess of $100,00010,000 and not cancelable (without liability) within 60 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, location and renewal options); (d) a list of each contract contracts or commitment agreements (other than RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or 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, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (h) 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental including confidentiality or other payments due thereunder in excess of $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 be terminated upon thirty days (or lesssimilar arrangements) written notice without penalty; (k) 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant covenants limiting the right freedom of RCSB or any RCSB Subsidiary Seller to engage in any line of business or to compete with any personPerson, or any arrangements or agreements with competitors; (re) each employee 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 covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e) above), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, 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 any 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 licenseintangible property (including any Proprietary Right); or (k) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including, permit without limitation, undertakings or ------------------- commitments to any governmental or regulatory authority) and similar matter that is necessary relating to the operations Business or otherwise affecting the Business and not in the ordinary course of RCSB business and consistent with past practices. Seller has performed all material obligations required to be performed by it under each Contract and is not (and, to the best knowledge of Seller, no other party is) in breach or any RCSB Subsidiary; and (s) each agreement that gives a third party any right to seek judicial or administrative relief to enjoinviolation of, or default under any of the Contracts or other relief instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which may prevent consummation ofbreach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred which, with the Mergerpassage 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 valid, ------------------- binding and enforceable in accordance with its terms.

Contracts and Commitments. Except as set forth in Section 3.20 of the RCSB PharMerica Disclosure Schedule containsStatement or as set forth as an exhibit in a PharMerica SEC Report filed since December 31, and shall be supplemented by RCSB and Target Bank1997, as required by Section 5.10 hereofneither PharMerica nor any of its Subsidiaries is a party to any existing contract, so as to contain at the Closing Date true and correct copies obligation or commitment of each any type in any of the following documentscategories: (a) 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 3.20.1 contracts for the purchase by PharMerica or any RCSB Subsidiary is a party and/or under of its Subsidiaries of medicines, materials, supplies or equipment which it may (contingently are not cancelable upon 90 days' 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 less notice and which either (i) does have 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 RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or 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 been entered into in the ordinary course of businessbusiness and consistent with past practice or (ii) provide for purchase prices substantially greater than those presently prevailing for such materials, a list of all powers of attorney granted by RCSB supplies or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (h) 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 beenequipment, or (iii) contracts obligating PharMerica or its Subsidiaries 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder make capital expenditures in excess of $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 be terminated upon thirty days (or less) written notice without penalty200,000; (k) all financial advisory, investment banking, and professional (legal and accounting) services 3.20.2 contracts to under 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 PharMerica or any of their directors its Subsidiaries has, except by way of endorsement of negotiable instruments for collection in the ordinary course of business and consistent with past practice, become absolutely or officers in their capacities as suchcontingently or otherwise liable for (i) the performance of any other person, firm or corporation under a contract, or (ii) the whole or any part of the indebtedness or liabilities of any other person, firm or corporation; (n) all material trademarks, trade names, service marks, patents, or copyrights, whether registered or the subject 3.20.3 powers of an application for registration, which are owned by RCSB attorney outstanding from PharMerica or any RCSB Subsidiary or licensed from a third party; (o) all policies formally adopted by of its Subsidiaries other than as issued in the Board ordinary course of Directors of RCSB or any RCSB Subsidiary as currently in effect business and consistent with past practice with respect to environmental matters customs, insurance, patent, trademark or tax matters, or to agents for service of process; 3.20.4 contracts under which any amount payable by PharMerica or any of its Subsidiaries is dependent upon, or calculated in accordance with, the revenues or earnings (or any component thereof of PharMerica or any of its Subsidiaries; 3.20.5 contracts with any director, officer, employee or affiliate of PharMerica or any of its Subsidiaries other than in such person's capacity as a director, officer or employee of PharMerica or any of its Subsidiaries; 3.20.6 contracts which limit or restrict where PharMerica or any of its Subsidiaries may conduct its business or the type or line of business in which PharMerica or any of its Subsidiaries may engage; 3.20.7 contracts with any party for the loan of money or availability of credit to or from PharMerica or any of its Subsidiaries (except credit extended by PharMerica or any of its Subsidiaries to its customers in the ordinary course of business and consistent with past practice); or 3.20.8 any material hedging, option, derivative or other similar transaction. True and complete copies of all policies that contracts, obligations and commitments listed in Section 3.20 of the PharMerica Disclosure Statement have been in effect during the last five (5) years regarding the performance delivered or made available to Bergen. None of environmental investigations of properties accepted as collateral for loansPharMerica or its Subsidiaries or, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary to engage in any line of business or to compete with any person; (r) each agreement with respect to any license, permit and similar matter that is necessary to the operations knowledge of RCSB PharMerica, any other party is in breach of or default under any RCSB Subsidiary; of the contracts, obligations and commitments listed in Section 3.20 of the PharMerica Disclosure Statement or under any other PharMerica Contracts (and (s, to the knowledge of PharMerica, no facts or circumstances exist which could reasonably support the assertion of any such breach or default) each agreement that gives except for breaches and defaults which would not, singly or in the aggregate with all other such breaches, have a third party any right to seek judicial or administrative relief to enjoin, or other relief which may prevent consummation of, the MergerPharMerica Material Adverse Effect.

Contracts and Commitments. Except as set forth in Section 3.20 5.15 of the RCSB PCLICK Disclosure Schedule containsLetter, and shall be supplemented by RCSB and Target Bank, as required by Section 5.10 hereof, so as neither PCLICK nor any of its Subsidiaries is a party to contain at the Closing Date true and correct copies of each of the following documentsany: (a) 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 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 RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, purchase or 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 sales orders entered into in the ordinary course of business, a list ) involving any liability on the part of all powers PCLICK or one of attorney granted its Subsidiaries of more than $25,000 and not cancelable by RCSB PCLICK or any RCSB the relevant Subsidiary which are currently in force and cannot be terminated by RCSB (without liability to PCLICK or any RCSB Subsidiary upon the issuance of a written notice of termination or revocationsuch Subsidiary) within 60 days; (hb) 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 Except with respect to real or the lease on its business location, lease of personal property, whether as lessor, lessee, licensor or licensee, with property involving annual rental or other payments due thereunder in excess of $100,000 25,000 and not cancelable by PCLICK or the relevant Subsidiary (without liability to which RCSB PCLICK or any RCSB Subsidiary is a party, which does not expire such Subsidiary) within six months from the date hereof and cannot be terminated upon thirty days (or less) written notice without penalty90 days; (kc) all financial advisoryExcept with respect to the options referenced above, investment bankingEmployee bonus, and professional stock option or stock purchase, performance unity, profit sharing, pension, savings, retirement, health, deferred or incentive compensation, insurance or other material employee benefit plan (legal and accountingas defined in Section 2(3) services contracts to which RCSB of ERISA) or program for any of the employees, former employees or retired employees of PCLICK or any RCSB Subsidiary is a party; except those that may be terminated by RCSB or an RCSB Subsidiary at anytime without any liabilityof its Subsidiaries; (ld) all judgmentsCommitment, orders, injunctions, court decrees contract or settlement agreements arising out agreement that is currently expected by the management of PCLICK to result in any material loss upon completion 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 Subsidiaryperformance thereof; (me) all ordersContract, decreesagreement or commitment that is material to the business of PCLICK and its Subsidiaries, memorandumstaken 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 understandings with bank regulatory agencies binding upon in default under, any agreement, instrument, indenture, deed of trust, commitment, contract or affecting the current operations other obligation of RCSB or any RCSB Subsidiary type to which PCLICK 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each agreement (other than those involving the sale or purchase of mortgage loans or servicing rights) to which RCSB or any RCSB Subsidiary 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 expire within six months from the date hereof and cannot be terminated upon thirty days (guarantee or less) written notice without penalty) which in an annual period could commit RCSB assume any obligations of PCLICK 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary to engage in any line of business or to compete with any person; (r) each agreement with respect to any license, permit and similar matter that is necessary to the operations of RCSB or any RCSB Subsidiary; and (s) each agreement that gives a third party any right to seek judicial or administrative relief to enjoin, or other relief which may prevent consummation of, the Mergerits Subsidiaries.

Contracts and Commitments. Except as set forth in Section 3.20 5.11 of the RCSB Disclosure Schedule containsSchedule, and shall be supplemented by RCSB and Target Bank, as required by Section 5.10 hereof, so as neither Dourave nor the Subsidiary is party to contain at the Closing Date true and correct copies of each of the following documentsany written or oral: (a) a list of each outstanding loan contract, agreement, mortgage, pledge agreement commitment or other similar document personal property lease which requires Dourave or commitment the Subsidiary to extend credit to any executive officer or director make payments thereunder in excess of RCSB or Target Bank$2,000; (b) a list and description note, loan or evidence of each outstanding letter indebtedness on the part of credit and each commitment to issue a letter Dourave or the Subsidiary of credit in excess of more than $100,000 to which RCSB or any RCSB Subsidiary is a party and/or under which it may (contingently or otherwise) have any liability2,000; (c) a list of each vendor contracts, agreements or lease contract or agreement (commitments not otherwise included described in (a) or (b) above which are not in the RCSB Disclosure Schedule ordinary course of Dourave’s or specifically excluded therefrom in accordance with the terms of this Agreement) involving goods, services Subsidiary’s business or occupancy and which (i) does not expire within six months from materially affect Dourave’s or 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 $100,000Subsidiary’s business; (d) a list guarantee of each contract any Liability or commitment (other than RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or 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 Subsidiaryobligation; (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, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (h) 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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, memorandumscontracts, agreements or understandings with bank regulatory agencies binding upon or affecting commitments containing covenants limiting the current operations freedom 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 Dourave 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary to engage in any line of business or to compete with any personother Person; (rf) each agreement with respect to contracts for the employment of any licenseofficer, permit and similar matter that is necessary to the operations of RCSB individual, employee or any RCSB Subsidiary; and (s) each agreement that gives other person or entity on a third party any right to seek judicial full-time, part-time, consulting or administrative relief to enjoinother basis, or other relief agreement providing severance benefits or relating to loans to officers, directors, employees or Affiliates; (g) partnership or joint venture agreements; (h) contracts, agreements or commitments which may prevent consummation ofhave an unexpired term in excess of twelve (12) months from the date hereof, other than those which can be terminated on not more than thirty (30) days notice without Liability to Dourave, the MergerSubsidiary or Buyer; (i) contract or agreement which is incapable of being fulfilled or performed on time without undue or unusual expenditure of time, money or effort; (j) contract or agreement which provides for any payment or receipt of funds not accurately reflecting the value on an arm’s length basis of the services or goods in consideration of which that payment or receipt of funds has been made or is to be made; or STG_319977.13 (k) contract or agreement which involves or is likely to involve obligations, restrictions or liabilities whose nature or magnitude ought reasonably to be known by an intending purchaser of Dourave and its business. None of Dourave, the Subsidiary nor any other party thereto is in default (nor does any circumstance exist which, with notice or the lapse of time or both, would result in such a default) under any agreement, contract, lease or commitment described in this Section 5.11 to which it is a party (the “Material Contracts”). Each of the Material Contracts is in full force and effect, is valid and binding and is enforceable against Dourave, the Subsidiary and each other party thereto in accordance with its terms, subject to general principles of equity and laws of general application relating to bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law. The Sellers have delivered or made available to Buyer true and correct copies of the Material Contracts. Copies of each personal property lease have been provided or made available to Buyer and Section 5.11 of the Disclosure Schedule sets forth a list of such leases. Each personal property lease listed in Section 5.11 of the Disclosure Schedule includes a description of the leased property, the monthly rent, the term of the lease and any options to purchase the leased property.

Contracts and Commitments. Section 3.20 of the RCSB (a) The Disclosure Schedule contains, 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 each of lists the following documentscontracts and agreements to which Mutual is a party: (a1) 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 list general description of each outstanding loan agreementthe leased items, mortgageterm, pledge agreement 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 similar document personal property or commitment 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 extend credit to employ executive officers and any executive officer other contracts with officers or director directors of RCSB or Target BankMutual; (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 Schedule, Mutual is not a list and description party to any written or oral: (1) Commitment, contract, note, loan, evidence of each outstanding indebtedness, purchase order or letter of credit and each commitment to issue a letter involving any obligation or liability on the part of credit Mutual that is material; (2) Lease of real property; (3) Lease of personal property involving an annual expense 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 liability25,000; (c4) a list of each vendor or lease contract or agreement (Contracts and commitments not otherwise included described above or listed in the RCSB Disclosure Schedule (including purchase orders over $50,000, franchise agreements and undertakings or specifically excluded therefrom in accordance with commitments to any governmental or regulatory authority) relating to the terms business of this Agreement) involving goods, services or occupancy Mutual 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 $100,000otherwise materially affecting Mutual; (d) a list of each contract or commitment (other than RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or 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, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (h) 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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 last five (5) years regarding Contracts or agreements containing covenants which limit the performance freedom of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary Mutual to engage in any line of business or to compete with any person;; or (r6) each agreement Employment contracts, including without limitation, contracts to employ executive officers and other contracts with respect to any license, permit officers or directors of Mutual. Mutual is not (and similar matter that is necessary to the operations best of RCSB Mutual's knowledge, no other party is) in material breach or any RCSB Subsidiary; and (s) each agreement that gives a third party any right to seek judicial or administrative relief to enjoinviolation of, or default under any of the Contracts or other relief which may prevent consummation ofinstruments, obligations, evidences of indebtedness or commitments described in items 5.13 (a) (1)-(7) above, the Mergerbreach or violation of which would have a material adverse effect on the business or financial condition of Mutual.

Contracts and Commitments. Section 3.20 of the RCSB Disclosure Schedule contains, and shall be supplemented by RCSB and Target Bank, Except as required by Section 5.10 hereof, so as to contain at the Closing Date true and correct copies of each of the following documentsset forth in SCHEDULE 4.22 OF THE DISCLOSURE SCHEDULE: (a) Except for Company Agreements filed as exhibits to the Company SEC Documents, neither the Company nor any Company Subsidiary is a list of each outstanding loan agreement, mortgage, pledge agreement or other similar document or commitment to extend credit party to any executive officer or director of RCSB or Target Bank;Company Agreements which are material to the Company and the Company Subsidiaries, taking the Company together with the Company Subsidiaries as a whole. (b) a list and description There are no Company Agreements or commitments relating to the TAOS system, whether for installation, delivery, licensing, migration, maintenance or otherwise (including any Company Agreement relating to the termination, modification or settlement 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 obligations under which it may (contingently or otherwise) have any liability;such Company Agreement). (c) a list 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 termination, modification or settlement 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 any Liabilities under any such Company 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 There is no Company Agreement relating to the maintenance of each contract any DRA Classic System, INLEX/3000 System or commitment MultiLIS System which has generated revenue to the Company and/or any Company Subsidiary in the immediately preceding twelve (other 12) months in an amount greater than RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or 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;$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 at a list price considered excessive by the Company's management. (g) There is no Company Agreement, commitment or proposal of each commitment made by RCSB the Company or Target Bank to or with any of its executive officers or directors extending Company Subsidiary which continues for a period of more than six twelve (12) months from and is intended to result in any loss to 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, a list of all powers of attorney granted by RCSB Company or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Company Subsidiary upon the issuance of a written notice of termination completion or revocation;performance thereof. (h) a list Neither the Company nor any Company Subsidiary has any outstanding Company Agreements with any officer, employee, agent, consultant, advisor, salesperson, sales representative, distributor or dealer that is not cancelable by it on notice of all policies of insurance currently maintained by RCSB not longer than thirty (30) days and without Liability, penalty or premium or any RCSB Subsidiary and a list and description agreement or arrangement providing for the payment of all unsettled any bonus or outstanding claims of RCSB commission based on sales 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);earnings. (i) each collective bargaining agreement to which RCSB Neither the Company nor any Company Subsidiary has any employment agreement, or any RCSB Subsidiary is a party and all affirmative action plans other agreement that contains any severance 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;termination pay Liabilities. (j) each lease or license with respect Neither the Company nor any Company Subsidiary is in material default, nor is there any basis known to real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $100,000 to which RCSB the Company or any RCSB 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 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;whole. (k) all financial advisory, investment banking, and professional (legal and accounting) services contracts to which RCSB or Neither the Company nor any RCSB Company Subsidiary is a party; except those that may be terminated restricted or prohibited by RCSB any Company Agreement or an RCSB Subsidiary at anytime without any liability;Order from, directly or indirectly, carrying on its business anywhere in the world. (l) all judgmentsNeither the Company nor any Company Subsidiary has any obligation for Indebtedness, orders, injunctions, court decrees or settlement agreements arising out including any guarantee of or relating agreement to the labor and employment practices or decisions acquire any such debt obligation, of RCSB or any RCSB Subsidiary which, by their terms, continue to bind or affect RCSB or any RCSB Subsidiary;others. (m) all orders, decrees, memorandums, agreements Neither the Company nor any Company Subsidiary has any outstanding Indebtedness to any Person other than to the Company or understandings with bank regulatory agencies binding upon or affecting a wholly-owned Subsidiary of the current operations of RCSB or any RCSB Subsidiary or any of their directors or officers in their capacities as such;Company. (n) all material trademarks, trade names, service marks, patents, or copyrights, whether registered or Neither the subject Company nor any Company Subsidiary has any power of an application for registration, which are owned by RCSB attorney outstanding or any RCSB Subsidiary Liability as guarantor, surety, co-signer, endorser, co-maker, indemnitor or licensed from a third party; (o) all policies formally adopted by otherwise in respect of the Board obligation 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loansPerson, including the effective dates of all such policies; (p) each 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 paymentscorporation, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary to engage in any line of business or to compete with any person; (r) each agreement with respect to any licensepartnership, permit and similar matter that is necessary to the operations of RCSB or any RCSB Subsidiary; and (s) each agreement that gives a third party any right to seek judicial or administrative relief to enjoinjoint venture, association, organization or other relief which may prevent consummation of, the Mergerentity.

Contracts and Commitments. Section 3.20 of Except as explicitly set forth on the RCSB ------------------------- Disclosure Schedule containsSchedule, and shall be supplemented by RCSB and Target Bank, as required by Section 5.10 hereof, so as neither Partner nor the Partnership is a party to contain at the Closing Date true and correct copies of each of the following documentsany written or oral: (a) a list commitment, contract, Indebtedness or purchase order involving any obligation or liability on the part of each outstanding loan agreement, mortgage, pledge agreement any - 21 - Partner or other similar document or commitment to extend credit to any executive officer or director the Partnership of RCSB or Target Bankmore than $10,000 and not cancelable (without liability) within 30 days; (b) a list 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 description number of each outstanding letter square feet leased and the identification of credit and each commitment any Related Parties who are parties to issue a letter any such Lease) or any sublease, license, concession or other agreement granting to any Person the right of credit in excess use or occupancy of $100,000 any real property to which RCSB or any RCSB Subsidiary is a party and/or under which it may (contingently or otherwise) have any liabilitysuch lease relates; (c) a list lease 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) personal property 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 any annual expenditure by RCSB or any RCSB Subsidiary expense in excess of $100,00010,000, and not cancelable (without liability) within 30 days (the Disclosure Schedule indicates, with respect to each lease of personal property listed on the Disclosure Schedule, a general description of the leased items, term, annual rent and renewal options); (d) a list of each contract governmental or commitment (other than RCSB Permitted Liens regulatory Permit required to conduct the Business as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or any interest in real property which is currently owned by RCSB or any RCSB Subsidiary, presently conducted and a list and description of all real property owned (other than REO) or leased by RCSB or any RCSB Subsidiaryas proposed to be conducted; (e) a list of each commitment made by RCSB contract or Target Bank to agreement (including confidentiality or other similar arrangements) with any Person containing covenants limiting the freedom or ability 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, a list of all powers of attorney granted by RCSB Partnership or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (h) 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary Partner to engage in any line of business or to compete with any personPerson or any contracts, arrangements or agreements with competitors, Customers or suppliers; (rf) each 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 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 pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement, or any 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 foregoing, other than prepayments in the ordinary course of business consistent with past practices and listed on the Disclosure Schedule; (j) contract or indenture that, with the giving of 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 license, permit and similar matter that is necessary to the operations of RCSB intangible property (including any Proprietary Right); (l) independent or any RCSB Subsidiaryservice representative or distributorship agreement; and (sm) 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 agreement that gives a third party any right Contract, and it is not (and, to seek judicial the best knowledge of the Kwik Wash Entities, no other Person is) in breach or administrative relief to enjoinviolation of, or default under any of the Contracts or other relief instruments, obligations, evidences of Indebtedness or commitments described in (a)-(m) above, which may prevent 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 MergerPartnership 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 valid, binding, enforceable and in full force and effect in all material respects in accordance with its terms and will continue to be valid, binding, enforceable and in full force and effect in all material respects on identical terms after the Closing.

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 3.20 7.01, neither the Company nor any of its Subsidiaries is party to any: (i) collective bargaining agreement; (ii) material bonus, incentive, pension, employee profit sharing, retirement or other form of compensation plan, other than as described in Section 4.13 or the Employee Benefits Schedule (other than any such plan that is sponsored by or to which contributions are mandated by any Governmental Entity and other than standard offer letters and employment agreements in such jurisdictions where such offer letters and employment agreements are standard practice or required under applicable Law and other than Cash Bonus Plans); (iii) equity-based, equity purchase, option or similar plan, agreement or arrangement, other than an equity purchase or equity-based agreement with an employee that has been performed and, to the extent equity remains outstanding in connection therewith, is reflected on the Capitalization Schedule; (iv) Contract for the employment of any officer, director, individual employee or other person on a full‑time or consulting basis providing for base salary compensation in excess of $250,000 per annum (other than as described in Section 4.13 or the Employee Benefits Schedule, standard offer letters and employment agreements in such jurisdictions where such offer letters and employment agreements are standard practice or required under applicable Law and other than Cash Bonus Plans); (v) Contract relating to the incurrence of Indebtedness or to mortgaging, pledging or otherwise placing a Lien, except for Permitted Liens, on any material portion of the RCSB Disclosure Schedule containsassets of the Company or any of its Subsidiaries; (vi) Contract under which the Company or any of its Subsidiaries guarantees any obligation for Indebtedness or makes any other material guaranty, except guarantees or other comfort letters by the Company or its Subsidiaries of the performance or obligations of the Company or any of its wholly owned Subsidiaries set forth in any Contract; (vii) Contract that relates to 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 line of business or compete 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; (xviii) 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 shall be supplemented by RCSB 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 Target Bank, 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 required by Section 5.10 hereof, so as to contain at the Closing Date true a “Material Contract”. True and correct copies of each of all Material Contracts, as amended and in effect, have been made available to the following documents: Purchaser and the Merger Sub prior to the date hereof (a) a list of each outstanding loan agreementor, mortgageif entered into after the date hereof, pledge agreement or other similar document or commitment made available 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;the Purchaser promptly thereafter). (c) a list 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, and each vendor or lease contract or agreement (not otherwise included in the RCSB Disclosure Schedule or specifically excluded therefrom such Material Contract is valid, binding and enforceable in accordance with its terms against the terms of this Agreement) involving goodsCompany and its Subsidiaries, services or occupancy and which (i) does not expire within six months from as applicable, and, to the date hereofCompany’s knowledge, (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 RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or any interest in real property which is currently owned by RCSB or any RCSB Subsidiaryparty thereto, and a list is in full force and description effect, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of all real property owned (equity affecting the availability of specific performance and 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 equitable remedies. Except as set forth on the Contracts Schedule, neither the Company nor any of its executive officers Subsidiaries has provided 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, a list of all powers of attorney granted by RCSB or received any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (h) a list of all policies of insurance currently maintained by RCSB or intention to terminate 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary to engage in any line of business or to compete with any person; (r) each agreement with respect to any license, permit and similar matter that is necessary to the operations of RCSB or any RCSB Subsidiary; and (s) each agreement that gives a third party any right to seek judicial or administrative relief to enjoin, or other relief which may prevent consummation of, the MergerMaterial Contract.

Contracts and Commitments. Section 3.20 To Enterprises' Knowledge, except: (i) with respect to contracts or agreements with Shoney's or Shoney's Subsidiaries; (ii) set forth on Schedule 5.21 to the Enterprises Disclosure Letter; and (iii) as otherwise would not have a Material Adverse Effect on TPIR, TPIE, TPII and the TPIR Subsidiaries, taken as a whole, not one of the RCSB Disclosure Schedule containsTPIR, and shall be supplemented TPIE, TPII or any TPIR Subsidiary is a party to or bound 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 each of the following documentsany: (a) a list of each outstanding loan agreementcontract or agreement involving amounts payable to or by TPIR, mortgageTPIE, pledge agreement TPII or other similar document any TPIR Subsidiary during any 12-month period that will aggregate $50,000 or commitment to extend credit to any executive officer or director of RCSB or Target Bankmore; (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 management, consultant or employment contract under which RCSB there are amounts payable by TPIR, TPIE, TPII or any RCSB TPIR Subsidiary is a party and/or under which it may (contingently during any 12-month period that will aggregate $50,000 or otherwise) have any liabilitymore; (c) a list contract obligating TPIR, TPIE, TPII or any TPIR Subsidiary to make severance or similar payments to any employee or officer of each vendor Enterprises, TPIR, TPIE, TPII or lease 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 otherwise included in the RCSB Disclosure Schedule or specifically excluded therefrom in accordance with the terms of this Agreement) involving goodscancelable without liability to TPIR, services or occupancy and which (i) does not expire within six months from the date hereofTPIE, (ii) cannot be terminated on thirty days (or less) written notice without penalty; and (iii) involves an annual expenditure by RCSB TPII or any RCSB 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 $100,00050,000 in any 12-month period; (di) a list joint venture, partnership or other agreement involving sharing of each profits; (j) contract or commitment (other than RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership ofpreventing TPIR, title toTPIE, use of, TPII or any interest TPIR Subsidiary from carrying on its business anywhere in real property which is currently owned by RCSB the world; (k) outstanding power of attorney empowering any person or entity to act on behalf of TPIR, TPIE, TPII or any RCSB Subsidiary, and a list and description of all real property owned (other than REO) or leased by RCSB or any RCSB TPIR Subsidiary; (el) outstanding offer or bid that, if accepted, would result in (x) a list of each commitment made by RCSB contract required to be disclosed pursuant to this Section 5.21, or Target Bank to (y) any other material contract 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 theretocommitment; (fm) the Certificate purchase commitments, requirements or Articles similar contracts (or series of Incorporationrelated purchase commitments, Chartersrequirements or similar contracts) involving amounts payable by TPIR, and Bylaws of RCSB and each RCSB SubsidiaryTPIE, TPII or any TPIR Subsidiary during any 12-month period that will aggregate $50,000 or more; (gn) except for powers outstanding guaranty, subordination or other similar type of attorney executed in connection with loan servicing activities agreement, whether or not entered into in the ordinary course of business, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (h) 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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 contract, commitment, or obligation otherwise material to the Board business of Directors any of RCSB TPIR, TPIE, TPII or any RCSB TPIR Subsidiary as currently or not made in effect with respect to environmental matters and copies the ordinary course of all policies that have been in effect during the last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies;business; or (p) each agreement with a Governmental Entity (including any conciliation agreement, consent decree or letter of commitment) other than those involving the sale agreements that are immaterial in amount 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 paymentsscope. To Enterprises' Knowledge, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary to engage in any line of business or to compete with any person; (r) each agreement with respect to any license, permit and similar matter that is necessary Schedule 5.21 to the operations Enterprises Disclosure Letter describes the material terms of RCSB or any RCSB Subsidiary; and (s) each agreement that gives a third party any right all oral contracts disclosed in Schedule 5.21 to seek judicial or administrative relief to enjoin, or other relief which may prevent consummation of, the Merger.Enterprises Disclosure

Contracts and Commitments. Section 3.20 of the RCSB Disclosure Except as set forth on Schedule contains, and shall be supplemented by RCSB and Target Bank, as required by Section 5.10 5.8 hereof, so as neither the Company nor its Subsidiary is a party to contain at (or, in the Closing Date true and correct copies case of each of clause (e) below, the following documentsholder of) any written or oral: (a) a list commitment, contract, note, loan, evidence of each outstanding loan agreementindebtedness, mortgage, pledge agreement purchase order or other similar document letter of credit involving any obligation or commitment to extend credit to any executive officer liability on the part of the Company or director its Subsidiary of RCSB or Target Bank;more than $50,000 (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) a list 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 description number 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 liabilitysquare feet leased); (c) a list lease 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) personal property 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 any annual expenditure by RCSB or any RCSB Subsidiary expense in excess of $100,0005,000 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) a list 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 each contract the Company or commitment (other than RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or any interest in real property which is currently owned by RCSB or any RCSB its Subsidiary, and a list which materially affect the Company's or its Subsidiary's business 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 which are not entered into in the ordinary course of business, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (he) a list material governmental or regulatory licenses or permits required to conduct the business of all policies of insurance currently maintained by RCSB the Company or any RCSB its 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)as presently conducted; (if) each collective bargaining agreement to which RCSB contracts 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant covenants limiting the right freedom of RCSB the Company or any RCSB its Subsidiary to engage in any line of business or to compete with any person; (rg) each agreement contracts, commitments, licenses or permits containing any "change in control" or "parachute payment" provision, as those terms are commonly understood, which would be triggered by the execution, delivery or consummation of the transactions contemplated by this Agreement, including without limitation, any right of termination, right of payment or acceleration 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 (i) 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 licensematerial respect, permit and similar matter that is necessary (and, to the operations best knowledge of RCSB Sellers, no other party is, in any material respect) in breach or any RCSB Subsidiary; and (s) each agreement that gives a third party any right to seek judicial or administrative relief to enjoinviolation of, or default under, any of the Contracts or other relief which may prevent consummation ofinstruments, the Mergerobligations, evidences of indebtedness or commitments described in (a)-(h) above.

Contracts and Commitments. Section 3.20 3.18 of the RCSB Disclosure Schedule containsAgreements 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 supplemented by RCSB and Target Bankdeemed 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, as required by Section 5.10 hereof, so as to contain if it is not terminable without penalty solely at the Closing Date will of Cetoni upon notice of thirty days or less. Said list is true and correct copies of each in all material respects; and, except as disclosed thereon, Cetoni is not bound by any Material Contract whatsoever. Except as set forth in Section 3.18 of the following documentsDisclosure Schedule: (a) a list Cetoni has no agreements, contracts, commitments or restrictions which are material to its business, operations or prospects or which require the making 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 Bankcharitable contribution; (b) a list and description No purchase contracts or commitments 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 RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or 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 Cetoni continue for a period of more than six 12 months from or are in excess of the date hereof normal, ordinary and usual requirements of business or providing at any excessive price; (c) There are no outstanding sales contracts, commitments or proposals of Cetoni which continue for earlier termination only a period of more than 12 months or will result in any loss to Cetoni upon the payment completion or performance thereof, after allowance for direct distribution expenses; (d) Cetoni has no outstanding contracts with officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or dealers that are not cancelable by it on notice of a not longer than 30 days and without liability, penalty or equivalent theretopremium; (e) Cetoni has no employment agreement, or any other agreement that contains any severance or any severance or termination pay liabilities or obligations; (f) the Certificate Cetoni has no collective bargaining or Articles of Incorporation, Charters, and Bylaws of RCSB and each RCSB Subsidiaryunion contracts or agreements; (g) except Cetoni is not in default, nor is there any known basis for powers any valid claim of attorney executed in connection with loan servicing activities in the ordinary course of businessdefault, a list of all powers of attorney granted under any contract made or obligation owed by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocationit; (h) a list of all policies of insurance currently maintained Cetoni is not restricted 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 agreement from carrying on its business anywhere in 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)world; (i) each collective bargaining agreement Cetoni is under no liability or obligation with respect to which RCSB the return of inventory or any RCSB Subsidiary is a party and all affirmative action plans merchandise in the possession of wholesalers, distributors, retailers 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 Subsidiarytheir customers; (j) each lease Cetoni has no debt obligation for borrowed money, including guarantees of or license with respect agreements to real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess acquire any such debt obligation of $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 be terminated upon thirty days (or less) written notice without penaltyothers; (k) all financial advisory, investment banking, and professional (legal and accounting) services contracts Cetoni has no outstanding loan 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary to engage in any line of business or to compete with any person; (r) each agreement with respect to any license, permit and similar matter that is necessary to the operations of RCSB or any RCSB Subsidiary; and (s1) each agreement that gives a third party Cetoni has no power of attorney outstanding or any right to seek judicial obligations or administrative relief to enjoinliabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any person, corporation, partnership, joint venture, association, organization or other relief which may prevent consummation of, the Mergerentity.

Contracts and Commitments. Section 3.20 Except as set forth on the Disclosure ------------------------- ---------- Schedule, none of the RCSB Disclosure Schedule contains, and shall be supplemented by RCSB and Target Bank, as required by Section 5.10 hereof, so as Companies is a party to contain at the Closing Date true and correct copies of each of the following documents:any written or oral: -------- (a) a list commitment, contract, note, loan, evidence of each outstanding loan agreementIndebtedness, mortgage, pledge agreement purchase order or other similar document letter of credit involving any obligation or commitment to extend credit to liability on the part of any executive officer or director of RCSB or Target Bankthe Companies of more than $50,000 and not cancelable (without liability) within 60 days; (b) a list lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the location, term, annual rent, renewal options and description number ------------------- 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 liabilitysquare feet leased); (c) a list lease 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) personal property 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 any annual expenditure by RCSB or any RCSB Subsidiary expense in excess of $100,00010,000, and not cancelable (without liability) within 60 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) a list contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of each contract or commitment (other than RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or 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 the Companies 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, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (h) 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary Sellers to engage in any line of business or to compete with any personPerson, or any arrangements or agreements with competitors; (re) each employee 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 covenant not to compete; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e)), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, 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 any 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 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 license, permit intangible property (including any Proprietary Right); (k) contracts and similar matter that is necessary 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 operations Business or otherwise affecting the Business and not in the ordinary course of RCSB 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 any RCSB Subsidiary; and (s) each agreement that gives a third party any right to seek judicial or administrative relief to enjoinviolation of, or default under any of the Contracts or other relief instruments, obligations, evidences of Indebtedness or commitments described in (a)-(k) above, which may prevent consummation ofbreach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred which, with the Mergerpassage of time or the giving of notice (or both), would result in a default, breach or event of noncompliance under any obligation of 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 terms.

Contracts and Commitments. Section 3.20 To Enterprises' Knowledge, except: (i) with respect to contracts or agreements with Shoney's or Shoney's Subsidiaries; (ii) set forth on SCHEDULE 5.21 to the Enterprises Disclosure Letter; and (iii) as otherwise would not have a Material Adverse Effect on TPIR, TPIE, TPII and the TPIR Subsidiaries, taken as a whole, not one of the RCSB Disclosure Schedule containsTPIR, and shall be supplemented TPIE, TPII or any TPIR Subsidiary is a party to or bound 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 each of the following documentsany: (a) a list of each outstanding loan agreementcontract or agreement involving amounts payable to or by TPIR, mortgageTPIE, pledge agreement TPII or other similar document any TPIR Subsidiary during any 12-month period that will aggregate $50,000 or commitment to extend credit to any executive officer or director of RCSB or Target Bankmore; (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 management, consultant or employment contract under which RCSB there are amounts payable by TPIR, TPIE, TPII or any RCSB TPIR Subsidiary is a party and/or under which it may (contingently during any 12-month period that will aggregate $50,000 or otherwise) have any liabilitymore; (c) a list contract obligating TPIR, TPIE, TPII or any TPIR Subsidiary to make severance or similar payments to any employee or officer of each vendor Enterprises, TPIR, TPIE, TPII or lease 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 otherwise included in the RCSB Disclosure Schedule or specifically excluded therefrom in accordance with the terms of this Agreement) involving goodscancelable without liability to TPIR, services or occupancy and which (i) does not expire within six months from the date hereofTPIE, (ii) cannot be terminated on thirty days (or less) written notice without penalty; and (iii) involves an annual expenditure by RCSB TPII or any RCSB 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 $100,00050,000 in any 12-month period; (di) a list joint venture, partnership or other agreement involving sharing of each profits; (j) contract or commitment (other than RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership ofpreventing TPIR, title toTPIE, use of, TPII or any interest TPIR Subsidiary from carrying on its business anywhere in real property which is currently owned by RCSB the world; (k) outstanding power of attorney empowering any person or entity to act on behalf of TPIR, TPIE, TPII or any RCSB Subsidiary, and a list and description of all real property owned (other than REO) or leased by RCSB or any RCSB TPIR Subsidiary; (el) outstanding offer or bid that, if accepted, would result in (x) a list of each commitment made by RCSB contract required to be disclosed pursuant to this SECTION 5.21, or Target Bank to (y) any other material contract 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 theretocommitment; (fm) the Certificate purchase commitments, requirements or Articles similar contracts (or series of Incorporationrelated purchase commitments, Chartersrequirements or similar contracts) involving amounts payable by TPIR, and Bylaws of RCSB and each RCSB SubsidiaryTPIE, TPII or any TPIR Subsidiary during any 12-month period that will aggregate $50,000 or more; (gn) except for powers outstanding guaranty, subordination or other similar type of attorney executed in connection with loan servicing activities agreement, whether or not entered into in the ordinary course of business, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (ho) contract, commitment, or obligation otherwise material to the business of any of TPIR, TPIE, TPII or any TPIR Subsidiary or not made in the ordinary course of business; or (p) agreement with a list Governmental Entity (including any conciliation agreement, consent decree or letter of commitment) other than agreements that are immaterial in amount or scope. To Enterprises' Knowledge, SCHEDULE 5.21 to the Enterprises Disclosure Letter describes the material terms of all policies oral contracts disclosed in SCHEDULE 5.21 to the Enterprises Disclosure Letter. To Enterprises' Knowledge, TPIR, TPIE, TPII and each TPIR Subsidiary has duly complied in all material respects with all provisions of insurance currently maintained by RCSB every contract listed on SCHEDULE 5.21 to the Enterprises Disclosure Letter (whether written or oral) to which TPIR, TPIE, TPII 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 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 such default would not have a Material Adverse Effect upon TPIR, TPIE, TPII and the TPIR Subsidiaries, taken as a whole. 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 have a Material Adverse Effect on TPIR, TPIE, TPII and the TPIR Subsidiaries, taken as a whole. To Enterprises' Knowledge, all affirmative action plans or programs covering employees of RCSB contracts and other agreements to which TPIR, TPIE, TPII 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each agreement (other than those involving the sale or purchase of mortgage loans or servicing rights) to which RCSB or any RCSB 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 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 (which does not expire within six months from 10) business days after 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary to engage in any line of business or to compete with any person; (r) each agreement with respect to any license, permit and similar matter that is necessary to the operations of RCSB or any RCSB Subsidiary; and (s) each agreement that gives a third party any right to seek judicial or administrative relief to enjoin, or other relief which may prevent consummation of, the MergerAgreement.

Contracts and Commitments. Section 3.20 of the RCSB Disclosure Schedule contains, and shall be supplemented by RCSB and Target Bank, as required by Section 5.10 hereof, so as A. Seller is not a party to contain at the Closing Date true and correct copies of each of the following documentsany written or oral: (a) a list commitment, contract, note, loan, evidence of each outstanding loan agreementindebtedness, mortgage, pledge agreement purchase order or other similar document letter of credit involving any obligation or commitment to extend credit to any executive officer or director liability on the part of RCSB or Target BankSeller; (b) a list 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 description number 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 liabilitysquare feet leased); (c) a list lease of each vendor or lease contract or agreement personal property (not otherwise included in the RCSB Disclosure Schedule or specifically excluded therefrom in accordance indicates with respect to each lease listed on the terms Disclosure Schedule a general description of this Agreement) involving goodsthe leased items, services or occupancy term, annual rent 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 $100,000renewal options); (d) a list of each contract or commitment not otherwise described above or listed in the Disclosure Schedule (other than RCSB Permitted Liens as defined including purchase orders, franchise agreements and undertakings or commitments to any governmental or regulatory authority) relating to the business of Seller and otherwise materially affecting Seller's business under contracts not in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or any interest in real property which is currently owned by RCSB or any RCSB Subsidiary, and a list and description the ordinary course of all real property owned (other than REO) or leased by RCSB or any RCSB Subsidiarye business; (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 theretoPermit; (f) the Certificate contracts 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, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (h) 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant covenants limiting the right freedom of RCSB or any RCSB Subsidiary Seller to engage in any line of business or to compete with any person;; or (rg) 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 party is) in material breach or violation of, or default under any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a) through (g) above, the breach or violation of which would have a material adverse effect on the business, financial condition or operations of 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 agreement 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 respect its terms; (iii) neither the Seller nor (to the best knowledge of the Seller) any other party thereto, 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 licenseProject Contract is in default or alleged to be in default under any Project Contract and there exists no event, permit and similar matter that is necessary condition or occurrence that, after notice or lapse of time, or both, would constitute such a default by the Seller or (to the operations best knowledge of RCSB or the Seller) any RCSB Subsidiaryother party to any such Project Contract; and and (sv) each agreement that gives a third party none of the Project Contracts contains any right to seek judicial or administrative relief to enjoin, covenant or other relief which may prevent restriction preventing or limiting the consummation ofof the transactions contemplated hereby, including any provision prohibiting the Mergerassignment of the Seller's rights thereunder or granting any party a right of termination or modification of any provision as a result thereof.

Contracts and Commitments. Section 3.20 of the RCSB Disclosure Schedule contains, 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 each of the following documents: (a) a list Section 5.19(a) of each outstanding loan agreementthe Company Disclosure Letter sets forth (i) all notes, mortgagedebentures, pledge agreement bonds and other evidence of indebtedness which are secured or other similar document or commitment to extend credit to any executive officer or director collateralized by security interests in the personal property of RCSB or Target Bank; the Company and (bii) a list and description of each outstanding letter of credit and each commitment to issue a letter (each, as well as each evidence of credit 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 RCSB or any RCSB Subsidiary the Company is a party and/or under are set forth on the Company Disclosure Letter and the Company is not in default with respect to any obligations, which it may individually or in the aggregate are material, thereunder. (contingently b) Except as set forth in Section 5.19(b) of the Company Disclosure Letter, there is no confidentiality agreement, non-competition agreement or otherwise) have other contract or agreement that contains covenants that restrict the Company's ability to conduct its business in any liability;location in a manner that is material to the business of the Company or the Company Subsidiaries. (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 RCSB Permitted Liens Except as defined set forth in Section 3.22(c)5.19(c) hereof) affecting ownership ofof the Company Disclosure Letter, title to, use of, there are no indemnification agreements entered into by and between Company and any director or any interest in real property which is currently owned by RCSB or any RCSB Subsidiary, and a list and description officer 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, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (h) 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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 Company 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary to engage in any line of business or to compete with any person; (r) each agreement with respect to any license, permit and similar matter that is necessary to the operations of RCSB or any RCSB Subsidiary; and (s) each agreement that gives a third party any right to seek judicial or administrative relief to enjoin, or other relief which may prevent consummation of, the MergerCompany Subsidiaries.

Contracts and Commitments. Section 3.20 i. All of the RCSB Disclosure Schedule containscontracts 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 shall (except as set forth on the attached "Contracts Schedule") all such contracts required to be supplemented filed as ------------------ exhibits thereto are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by RCSB bankruptcy, insolvency, reorganization, similar laws affecting creditors' rights generally or general principles of equity. True and Target Bank, as required by Section 5.10 hereof, so as to contain at the Closing Date true and correct complete copies of each all such contracts have been made available to Purchaser. Neither the Company nor any of its Subsidiaries is in breach of or in default under any such contract, nor, to the knowledge of the following documents:Company, is any other party in material breach of or in default under any such contract. (a) a list of each outstanding loan agreement, mortgage, pledge agreement ii. Except as expressly contemplated by this Agreement or other similar document as set forth on the attached "Contracts Schedule" or commitment to extend credit to the attached "Employee Benefits ------------------ ----------------- Schedule," neither the Company nor 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 to or bound by, nor -------- are any assets, properties or operations of the Company or any of its Subsidiaries bound by, any written or oral: (contingently 1) employment, non-competition, consulting or otherwise) have any liabilityseverance agreement; (c2) lease of real property; (3) lease of personal property with an annual base rental obligation of more than $100,000 or a list total remaining rental obligation of each vendor more than $250,000; (4) joint venture or lease contract partnership agreement; (5) agreement with a term of more than six months which is not terminable by the Company or agreement (not otherwise included in the RCSB Disclosure Schedule any Subsidiary upon less than 30 days' notice without penalty or specifically excluded therefrom in accordance with the terms of this Agreement) involving goodsdamages, 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 obligation of the Company of more than $100,000; (d6) a list agreement containing covenants limiting the ability of each contract the Company or commitment (other than RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or 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, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (h) 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 Subsidiaries 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary to engage compete in any line of business or to compete with any personPerson in any area or territory; (r7) 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 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 general principles of 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 respect 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 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 licensecontract, permit agreement, instrument or commitment required to be listed on the Contracts Schedule; and similar matter that neither the Company nor any Subsidiary is necessary a party to any ------------------ contract requiring it to purchase or sell goods or services or lease property above or below (as the operations 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 RCSB or any RCSB Subsidiary; and (s) each agreement that gives a third party any right of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to seek judicial or administrative relief to enjoinon the Contracts --------- Schedule, together with all amendments, waivers or other relief which may prevent consummation of, the Merger.changes thereto. --------

Contracts and Commitments. Section 3.20 Except (i) as set forth on Schedule 3.9 of the RCSB Company Disclosure Letter hereto, (ii) for employee benefit plans set forth on Schedule contains, 3.16 of the Company Disclosure Letter and shall be supplemented by RCSB and Target Bank, as required by (iii) contracts entered into pursuant to the terms of Section 5.10 5.2 after the date hereof, so as neither the Company nor any of its Subsidiaries is a party to contain at the Closing Date true and correct copies of each of the following documentsany written or oral: (a) a list commitment, contract, purchase order, letter of each outstanding loan credit or agreement, mortgageother than as described in subsections (b) or (c) below, pledge agreement involving any obligation or other similar document liability on the part of the Company or commitment to extend credit to any executive officer or director its Subsidiaries in excess of RCSB or Target Bank$250,000 and not cancelable (without liability) within sixty (60) days, except for purchases made in the ordinary course of business in amounts not substantially in excess of past practice; (b) a list and description lease of each outstanding letter real property involving an annual expense on the part of credit and each commitment to issue a letter of credit the Company or its Subsidiaries 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 liability250,000 per year; (c) a list lease 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) personal property 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 expense on the part of the Company or any RCSB Subsidiary its Subsidiaries in excess of $100,000;250,000, which lease is not cancelable (without liability) within sixty (60) days; or (d) a list of each contract or commitment (other than RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or any interest in real property which is currently owned by RCSB or any RCSB Subsidiary, contracts 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 commitments not in the ordinary course of businessbusiness not otherwise described above or listed on Schedule 3.9 of the Company Disclosure Letter relating to the businesses of 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, a list neither the Company nor any of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force its Subsidiar- ies is (and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (h) 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 Bankthe Company, will beno other party is) in material breach or violation of, filed with or default under, any of 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 contracts, letters of RCSB or any RCSB Subsidiarycredit, 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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, purchase orders, injunctionsleases, court decrees commitments, licenses or settlement agreements arising out permits described on Schedule 3.9 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary to engage in any line of business or to compete with any person; (r) each agreement with respect to any license, permit and similar matter that is necessary to the operations of RCSB or any RCSB Subsidiary; and (s) each agreement that gives a third party any right to seek judicial or administrative relief to enjoin, or other relief which may prevent consummation ofCompany Disclosure Letter, the Mergerbreach or violation of which would have a Material Adverse Effect on the Company.

Contracts and Commitments. Except as set forth in Section 3.20 4.6 of ------------------------- the RCSB Disclosure Schedule containsSchedule, and shall be supplemented by RCSB and Target Bank, as required by Section 5.10 hereof, so as Sellers are not a party to contain at the Closing Date true and correct copies of each of the following documentsany written or oral: (a) a list commitment, contract, note, loan, evidence of each outstanding loan agreementindebtedness, mortgagepurchase order or letter of credit involving any obligation or liability on the part of Sellers as the case may be, pledge agreement or other similar document or commitment to extend credit to any executive officer or director of RCSB or Target Bankmore than $25,000 and not cancelable (without liability) within 60 days; (b) a list 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 description number 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 liabilitysquare feet leased); (c) a list lease 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) personal property 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 any annual expenditure by RCSB or any RCSB Subsidiary expense in excess of $100,00025,000 and not cancelable (without liability) within 60 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) a list contracts and commitments not otherwise described above (including purchase orders, supply contracts, distribution agreements, franchise agreements and undertakings or commitments to any governmental or regulatory authority) relating to the business of each contract or commitment (other than RCSB Permitted Liens as defined in Section 3.22(c)) hereof) Sellers and materially affecting ownership of, title to, use of, or 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 SubsidiarySellers' business; (e) a list material governmental or regulatory licenses or permits required to conduct the business of each commitment made by RCSB Sellers as presently conducted 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 theretooperated; (f) the Certificate contracts 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, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (h) 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant covenants limiting the right freedom of RCSB or any RCSB Subsidiary Sellers to engage in any line of business or to compete with any person;; or (rg) each agreement employment contracts, including without limitation, contracts to employ executive officers and other contracts with respect to officers or directors of Sellers. Sellers are not in material breach or violation of or default under any license, permit and similar matter that is necessary to of the operations of RCSB or any RCSB Subsidiary; and (s) each agreement that gives a third party any right to seek judicial or administrative relief to enjoin, Contracts or other relief which may prevent consummation ofinstruments, obligations, evidences of indebtedness or commitments described in (a)-(g) above, the Mergerbreach or violation of which would have a material adverse effect on the business or financial condition of Sellers or the ability of Buyer to operate the business of Sellers after the Closing.

Contracts and Commitments. Section 3.20 Except as set forth on the Disclosure ------------------------- ---------- Schedule, none of the RCSB Disclosure Schedule contains, and shall be supplemented by RCSB and Target Bank, as required by Section 5.10 hereof, so as Companies is a party to contain at the Closing Date true and correct copies of each of the following documents:any written or oral: -------- (a) a list commitment, contract, note, loan, evidence of each outstanding loan agreementIndebtedness, mortgage, pledge agreement purchase order or other similar document letter of credit involving any obligation or commitment to extend credit to liability on the part of any executive officer or director of RCSB or Target Bankthe Companies of more than $50,000 and not cancelable (without liability) within 60 days; (b) a list lease of real property other than the Location Contracts (the Disclosure Schedule indicates, with respect to each lease listed on the ------------------- Disclosure Schedule, the location, term, annual rent, renewal options and description number ------------------- 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 liabilitysquare feet leased); (c) a list lease 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) personal property 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 any annual expenditure by RCSB or any RCSB Subsidiary expense in excess of $100,00010,000, and not cancelable (without liability) within 60 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) a list contracts or agreements (including confidentiality or other similar arrangements) containing covenants limiting the freedom of each contract or commitment (other than RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or 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 the Companies 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, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (h) 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary Sellers to engage in any line of business or to compete with any personPerson, or any arrangements or agreements with competitors; (re) each employee 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 covenant not to compete; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in response to clause (e) or excluded from the scope of clause (e)), agent, or attorney-in-fact of Seller; (g) compensation arrangements, bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, 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 any 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 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 license, permit intangible property (including any Proprietary Right); (k) contracts and similar matter that is necessary 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 operations Business or otherwise affecting the Business and not in the ordinary course of RCSB 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 any RCSB Subsidiary; and (s) each agreement that gives a third party any right to seek judicial or administrative relief to enjoinviolation of, or default under any of the Contracts or other relief instruments, obligations, evidences of Indebtedness or commitments described in (a)-(k) above, which may prevent consummation ofbreach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred which, with the Mergerpassage of time or the giving of notice (or both), would result in a default, breach or event of noncompliance under any obligation of 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 terms.

Contracts and Commitments. Section 3.20 3.15 of the RCSB Disclosure Schedule containssets forth a list of all of the Contracts to which any of the Companies or Subsidiaries are a party or by which any of the Companies, Subsidiaries or their respective assets are bound 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 each which fall into one of the following documents:categories (each such contract, a “Material Contract”): (a) 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 RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or 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, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (h) 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement Contracts containing any covenant limiting the right ability of RCSB any of the Companies or any RCSB Subsidiary Subsidiaries to engage in any line of business or to compete with any personPerson; (rb) each agreement any agreements under which any of the Companies or Subsidiaries has borrowed or loaned money, or any note, bond, indenture, mortgage, installment obligation or other evidence of indebtedness for borrowed or loaned money or any guarantee of such indebtedness; (c) powers of attorney from any of the Companies or Subsidiaries; (d) any Contract relating to expenditures with respect to any licenseof the Companies or Subsidiaries and involving committed future payments which exceed $25,000 in any 12 month period, permit excepting photographer or contributor agreements and similar matter that is necessary contracts of employment; (e) any Contract relating to the operations acquisition or disposition of RCSB assets (other than in the ordinary course of business consistent with past practice) or any RCSB Subsidiary; andEquity Securities of any business enterprise; (sf) each agreement 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 such Contracts pursuant to which any of the Companies or Subsidiaries supply Images to third parties or otherwise authorize third parties to supply or distribute Images, as attached to Section 3.15(g) of the Disclosure Schedule; (h) all Contracts that gives provide for the payment of benefits or the acceleration of benefits to personnel as a third 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 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 right such Material Contract is in breach thereof or default thereunder and, to seek judicial Seller’s Knowledge, there does not exist under any such Material Contract any event which, with the giving of notice or administrative relief to enjointhe lapse of time, would constitute such a breach or other relief which may prevent consummation default. No notice has been received that there will be a loss of, the Mergeralteration or contract cancellation of, any Material Contract.

Contracts and Commitments. (a) Section 3.20 3.11(a) of the RCSB Company Disclosure Schedule contains, and shall be supplemented (by RCSB and Target Bank, as required by Section 5.10 reference to the applicable subsection hereof, so as to contain at the Closing Date true and correct copies of each ) lists all of the following documentsContracts to which the Company or any of the Company Subsidiaries is a party and which are currently in effect: (ai) a list of each outstanding loan agreementAny pension, mortgage, pledge agreement retirement or deferred compensation plan or contract or other similar document or commitment to extend credit to any executive officer or director bonus plan, other than as described in Section 3.14 of RCSB or Target Bankthe Company Disclosure Schedule; (bii) a list and description Any collective bargaining agreement or contract with any labor union; (iii) Any employment agreement for the employment of any officer; (iv) Any loan agreement or indenture with any third party relating to Indebtedness for borrowed money under which the Company or any of the Company Subsidiaries has borrowed money, in each outstanding letter of credit and each commitment case relating to issue a letter of credit amounts 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 liability500,000 outstanding; (cv) a list Any Contract with any third party under which the Company or any of each vendor the Company Subsidiaries is lessee of any personal property owned by any third party for which the annual rental payments paid by the Company or lease contract or agreement (not otherwise included in any of the RCSB Disclosure Schedule or specifically excluded therefrom in accordance with the terms of this Agreement) involving goods, services or occupancy Company Subsidiaries exceeds $350,000 and which is not terminable on ninety (90) days’ or fewer days’ notice by the Company or any of the Company Subsidiaries without liability for any material penalty; (vi) Any Contract under which the Company or any of the Company Subsidiaries is lessor of any personal property owned by the Company or any of the Company Subsidiaries for which the annual rental payments paid to the Company or any of the Company Subsidiaries exceeds $500,000 and which is not terminable on ninety (90) days’ or fewer days’ notice by the Company or any of the Company Subsidiaries without liability for any material penalty; (vii) Any Contract (other than those covered by clauses (i) does not expire within six months from through (vi) above and other than the date hereof, (iiReal Property Leases) cannot be terminated on thirty days (with any third party involving annual payments to or less) written notice without penalty; and (iii) involves an annual expenditure by RCSB the Company or any RCSB Subsidiary in excess of the Company Subsidiaries of more than $100,000500,000 with respect to any such Contract; (dviii) Any Contract with respect to a list partnership or joint venture or sharing of each contract or commitment (other than RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or 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 Subsidiaryprofits; (eix) 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 theretoAny group purchasing organization Contract; (fx) Any Contract granting any Person a Lien on all or any part of the Certificate material assets of the Company and the Company Subsidiaries, taken as a whole, other than Liens that will be released at or Articles of Incorporation, Charters, and Bylaws of RCSB and each RCSB Subsidiaryprior to the Closing; (gxi) except Any Contract relating to the acquisition or disposition of any real property since January 1, 2011; (xii) Any Contract that provides for powers indemnification of attorney executed in connection with loan servicing activities a third-party by the Company or any Company Subsidiary, other than in the ordinary course of business, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation; (hxiii) a list of all policies of insurance currently maintained by RCSB or Any Contract with 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 third party containing covenants prohibiting 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 real or personal property, whether as lessor, lessee, licensor or licensee, with annual rental or other payments due thereunder in excess of $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 be terminated upon thirty days (or less) written notice without penalty; (k) 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 Company or any of their directors or officers the Company Subsidiaries in their capacities as such; (n) all any 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 respect 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 last five (5) years regarding the performance of environmental investigations of properties accepted as collateral for loans, including the effective dates of all such policies; (p) each 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, goods or services not referred to elsewhere in this Section 3.20: (q) each agreement containing any covenant limiting the right of RCSB or any RCSB Subsidiary to engage competing in any line of business against any such third party (other than through confidentiality provisions or to compete with any person;agreements and non-solicitation of employee provisions or agreements); and (rxiv) Any Contract relating to the voting or control of the capital stock of the Company or the election of directors of the Company. (b) With respect to each of the Contracts set forth on Section 3.11(a) of the Company Disclosure Schedule (each a “Material Contract”), except as set forth on Section 3.11(b) of the Company Disclosure Schedule, (i) the Company has made available to Parent and Merger Sub a correct and complete copy of such Material Contract (including all amendments), (ii) neither the Company, or any of the Company Subsidiaries nor, to the Company’s knowledge, any other party thereto, is in material breach of such Material Contract or default under any such Material Contract, (iii) the Company or the Company Subsidiaries have performed, in all material respects, all material obligations required to by performed by such Persons in connection with the Material Contracts and (iv) each agreement such Material Contract is valid and in full force and effect in all material respects and constitutes a legal, valid and binding obligation of the Company or such Company Subsidiary and, to the Company’s knowledge, the other parties thereto, and is enforceable against the Company or the Company Subsidiaries in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Since January 1, 2011, none of the Company or any Company Subsidiary has received a notice of termination or nonrenewal with respect to any license, permit and similar matter that is necessary to of the operations of RCSB or any RCSB Subsidiary; and (s) each agreement that gives a third party any right to seek judicial or administrative relief to enjoin, or other relief which may prevent consummation of, the MergerMaterial Contracts.