Common use of Certain Contracts Clause in Contracts

Certain Contracts. Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is a party to or bound by (a) any agreement relating to the incurring of indebtedness by the Company or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactions) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (b) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (c) any non-competition agreement or any other agreement or obligation which purports to limit in any respect (i) the ability of the Company or its businesses to solicit customers or (ii) the manner in which, or the localities in which, all or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is or would be conducted, (d) any agreement providing for the indemnification by the Company or a subsidiary of the Company of any person, other than customary agreements relating to the indemnity of directors, officers and employees of the Company or its subsidiaries, (e) any joint venture or partnership agreement, (f) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract), (g) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of the Company or any of its subsidiaries, (h) any collective bargaining agreement, (i) any employment agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company or any of its subsidiaries leases any real property, and (n) any contract or other agreement not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole or which would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations of the type described in clauses (a) through (n) being referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its term.

Certain Contracts. (a) Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f3.13(a) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (a) any agreement relating to the incurring of indebtedness by the Company whether written or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactions) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"oral), other than any Company Benefit Plans, (bi) any "which is a “material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (cii) any which contains a non-competition agreement compete or client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by Company or obligation which purports to limit in any respect (i) of its affiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) that relates to the incurrence of indebtedness by Company or any of its businesses Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to solicit customers or (ii) repurchase, in each case incurred in the manner in whichordinary course of business consistent with past practice, or intercompany indebtedness) in the localities in whichprincipal amount of $2,500,000 or more including any sale and leaseback transactions, all or any substantial portion of the business of the Company capitalized leases and its subsidiaries, taken as a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is or would be conductedother similar financing transactions, (dv) any agreement providing for the indemnification by the Company or a subsidiary of the Company of any person, other than customary agreements relating to the indemnity of directors, officers and employees of the Company or its subsidiaries, (e) any joint venture or partnership agreement, (f) any agreement that grants any right of first refusal or refusal, right of first offer or similar right with respect to any assets, rights or properties (x) that limits are material to Company and its Subsidiaries, taken as a whole, or purports (y) that would be applicable to limit the ability Parent or any of the its Subsidiaries (other than Company or any of its subsidiaries to ownSubsidiaries) after the Closing; or (vi) that is a vendor agreement or joint marketing agreement, operateincluding any consulting agreement, selldata processing, transfersoftware programming or licensing contract, pledge or otherwise dispose involving (x) the payment of any material amount more than $2,500,000 over the remaining term of assets or business the agreement (other than in connection with securitization or financing transactions or any such contracts entered into in the ordinary course of business that require that the particular transactions that which are the subject thereof to be conducted with the counterparty or counterparties to the contract), (g) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of the terminable by Company or any of its subsidiaries, Subsidiaries on sixty (h60) days’ or less notice without any collective bargaining agreement, (i) any employment agreement required payment or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee")other conditions, other than as required under law, the condition of notice) or (jy) any agreement regarding any agent bank or other similar relationships with respect to lines the payment of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company or any of its subsidiaries leases any real property, and (n) any contract or other agreement not made in the ordinary course of business which is material to the Company and its subsidiaries taken more than $2,500,000 payable as a whole result of the termination of the agreement or which would reasonably be expected to materially delay the consummation of the Merger Merger. Each contract, arrangement, commitment or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations understanding of the type described in clauses (a) through (n) being this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as "a “Company Material Contracts"). Each Company Material Contract is valid Contract,” and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the neither Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company Subsidiaries knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any of the other party theretoparties thereto which would reasonably be expected to be, either individually or in the aggregate, material to Company and its Subsidiaries, taken as a whole. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f3.13(a) of the Company Disclosure ScheduleSchedule sets forth (i) a true, there are no provisions in correct and complete list of all acquisitions and sales of businesses made by Company or any Instrument of Indebtedness that provide its Subsidiaries within the five (5) year period prior to the date of this Agreement and (ii) a true, correct and complete list of any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment continuing earn-out obligations arising out of the outstanding indebtedness thereunder prior acquisitions referred to its termin clause (i).

Certain Contracts. (a) Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(fSchedule 3.16(a) of the Company Camco Disclosure ScheduleSchedules, neither the Company Camco nor any of its subsidiaries Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (awhether written or oral) any agreement relating (i) with respect to the incurring employment of indebtedness by the Company any directors, officers, employees; (ii) which would entitle any present or former director, officer, employee or agent of Camco or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactions) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (b) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (c) any non-competition agreement Subsidiaries to indemnification from Camco or any other agreement or obligation which purports to limit in any respect of its Subsidiaries; (iiii) the ability of the Company or its businesses to solicit customers or (ii) the manner in which, or upon the localities in which, all or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is Agreement or would be conducted, the Bank Merger Agreement will (d) any agreement providing for either alone or upon the indemnification by the Company or a subsidiary of the Company occurrence of any personadditional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First Place, Camco, Camco Bank, the Bank or any of their respective Subsidiaries or successors to any officer or employee thereof; (iv) which involves the annual payment of $50,000 or more; (v) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $50,000 per annum, in the case of any such agreement with an individual, or $100,000 per annum, in the case of any other than customary agreements such agreement; (vi) which materially restricts the conduct of any line of business by Camco or any of its Subsidiaries; (vii) with or to a labor union or guild (including any collective bargaining agreement); (viii) relating to the indemnity acquisition or disposition of directorsany business (whether by merger, officers sale of stock, sale of assets or otherwise) or material assets (other than this Agreement and employees of the Company or its subsidiaries, Bank Merger Agreement); (eix) any joint venture or partnership agreement, (f) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company Camco or any of its subsidiaries Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business business; (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract), (gx) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of the Company or any of its subsidiaries, (h) any collective bargaining agreement, (i) any employment agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material joint venture, partnership agreement that contains a "most favored nation" clause, or similar agreement; (lxi) with respect to any material agreement pertaining relating to any intellectual property other than “shrink wrap” licenses related to software; (xii) relating to the use of indebtedness by Camco or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company its Subsidiaries for borrowed money or any guaranty of its subsidiaries leases indebtedness for borrowed money in excess of $10,000,000; or (xiii) excluding the plans set forth on Schedule 3.11, where any real propertyemployee benefits (including any stock option plan, and (nstock appreciation rights plan, restricted stock plan or stock purchase plan) any contract will be increased, or other agreement not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole or which would reasonably be expected to materially delay the consummation vesting of the Merger or benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (or the agreementsBank Merger Agreement, contracts and obligations or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Bank Merger Agreement. Each contract, arrangement, commitment or understanding of the type described in clauses (aSections 3.16(a) through (nand 3.16(c) being hereof, whether or not set forth in Schedule 3.16(a) or Schedule 3.16(c) of the Camco Disclosure Schedules, is referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Company (or, a “Camco Contract.” Camco has previously delivered to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent First Place true and complete correct copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its termeach Camco Contract.

Certain Contracts. (a) Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f4.15(a) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries Subsidiaries is a party to or bound by any contract (awhether written or oral) any agreement relating (i) with respect to the incurring service of indebtedness any directors, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, the Company, or any of their respective Subsidiaries to any officer, director, employee, agent or consultant of the Company or any of its subsidiaries Subsidiaries, (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactionsiii) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business as of the issuer thereof as currently conducted (collectively, "Instruments date of Indebtedness"), (b) any "this Agreement is a material contract" contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed in whole or part after the date of this Agreement, (civ) which is a consulting agreement (including data processing, software programming and licensing contracts) involving the payment of more than $20,000 per annum in the case of any non-competition one such agreement or $50,000 in total payments in the case of any one such agreement, (v) which materially restricts the conduct of any line of business by the Company or any of its Subsidiaries, (vi) that contains any noncompetition or exclusive dealing agreements or other agreement or obligation which that purports to materially limit or restrict in any respect (i) the ability of the Company or its businesses to solicit customers or (ii) the manner in which, or the localities in which, all or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is or would be conducted, (d) any agreement providing for the indemnification by the Company or a subsidiary of the Company of any person, other than customary agreements relating to the indemnity of directors, officers and employees of the Company or its subsidiaries, (e) any joint venture or partnership agreement, (f) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries Subsidiaries to own, operate, sell, transfer, pledge compete in any line of business or otherwise dispose of with any material amount of assets person or business entity or in any geographic area (other than in connection as may be required by Law or by any Governmental Entity) or which grants any right of first refusal, right of first offer or similar right; (vii) any contract for, with securitization respect to, or financing transactions that contemplates, a possible merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity securities with respect to the Company or any of its Subsidiaries; (viii) any contract relating to the borrowing of money by the Company or any of its Subsidiaries or the guarantee by the Company or any of its Subsidiaries of any such obligation of a third party (other than deposit liabilities and Federal Home Loan Bank borrowings, contracts entered into pertaining to fully-secured repurchase agreements and contracts relating to endorsements for payment, guarantees and letters of credit made in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted consistent with the counterparty or counterparties to the contractpast practice), including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (gix) any contract that involves expenditures or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control receipts of the Company or any of its subsidiaries, Subsidiaries in excess of $50,000 per year (h) any collective bargaining agreement, (i) any employment agreement other than pursuant to loans originated or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of purchased by the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company or any of its subsidiaries leases any real property, and (n) any contract or other agreement not made Bank in the ordinary course of business which is material consistent with past practice); (x) any contract (other than a Plan) with respect to the Company and its subsidiaries taken as employment or compensation of any officers or directors; (xi) any contract containing a whole “most favored nations” clause or which would reasonably be expected other similar term providing preferential pricing or treatment to materially delay a party; (xii) any contract relating to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or relating to the consummation formation, creation or operation, management or control of the Merger any partnership, limited liability company or joint venture, in each case with any third parties, or any contract which limits payments of the transactions contemplated by this dividends and (xiii) any Regulatory Agreement (the agreements, contracts and obligations as defined in Section 4.16). Each contract of the type described in clauses (a) through (n) being referred to herein as "Company Material Contracts"this Section 4.15(a). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach whether or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as not set forth in Section 3.1(f4.15(a) of the Company Disclosure Schedule, there are no provisions in any Instrument is referred to herein as a “Company Contract.” The Company has previously made available to Parent true and correct copies of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment each contract of the outstanding indebtedness thereunder prior to its termtype described in this Section 4.15(a).

Certain Contracts. (a) Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant Section 4.14(a) to Section 4.1 or as set forth on Section 3.1(f) of the Company Disclosure ScheduleLetter, neither the Company nor any of its subsidiaries Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (awhether written or oral) any agreement relating to the incurring of indebtedness by the Company or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactionsi) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (b) any "is a material contract" contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)SEC or required to be disclosed by the Company on a Current Report on Form 8-K) to be performed in whole or in part after the date of this Agreement, (cii) any non-competition agreement or any other agreement or obligation which purports to limit in any respect (i) limits the ability freedom of the Company or any of its businesses Subsidiaries to solicit customers compete in any line of business, in any geographic area or (ii) the manner in whichwith any person, or to use the localities in which, all name Danversbank or any substantial portion variant thereof, or which requires referrals of the business of or requires the Company and or any of its subsidiaries, taken as Subsidiaries to make available investment opportunities to any person on a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is priority or would be conductedexclusive basis, (diii) any agreement providing for which relates to the indemnification incurrence of indebtedness (other than deposit liabilities and advances and loans from the FHLB of Boston incurred in the ordinary course of business consistent with past practice) by the Company or a subsidiary any of the Company of its Subsidiaries, including any personsale and leaseback transactions, capitalized leases and other than customary agreements relating to the indemnity of directors, officers and employees of the Company or its subsidiariessimilar financing transactions, (eiv) any joint venture or partnership agreement, (f) any agreement that which grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits or purports to limit the ability properties of the Company or any of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract)Subsidiaries, (gv) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change which limits the payment of control of dividends by the Company or any of its subsidiariesSubsidiaries, (hvi) any collective bargaining agreementwhich relates to a joint venture, (i) any employment partnership, limited liability company agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships agreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with respect to lines of businessany third parties, (kvii) any material agreement which relates to an acquisition, divestiture, merger or similar transaction and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that contains a "most favored nation" clauseare still in effect, (lviii) any which provides for material agreement pertaining payments to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which be made by the Company or any of its subsidiaries leases Subsidiaries upon a change in control thereof, (ix) which is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $250,000 per annum (other than any real property, and (n) such contracts which are terminable by the Company or its applicable Subsidiary on 60 days or less notice without any contract required payment or other agreement not made in conditions (other than the ordinary course condition of business notice)), (x) which is material to the Company and its subsidiaries taken as a whole or which would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations not of the type described in clauses (ai) through (nix) being referred above and which involved payments by, or to, the Company or any of its Subsidiaries in fiscal year ended December 31, 2010, or which could reasonably be expected to herein involve such payments during fiscal year ending December 31, 2011, of more than $250,000 (other than pursuant to Loans (as "defined in Section 4.22(a)) originated or purchased by the Company Material Contracts"and its Subsidiaries in the ordinary course of business consistent with past practice), or (xi) which relates to material Proprietary Rights (as defined in Section 4.21) (including permitting the use of the name Danversbank or any variant thereof). Each Company Material Contract is valid and binding on contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not publicly disclosed in the Company (orReports filed since January 1, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto 2010 and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior prior to the date hereof, the is referred to herein as a “Company Contract”. The Company has made available to Parent true Acquiror true, correct and complete copies of all each Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its termContract.

Certain Contracts. (a) Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f) 2.16 of the Company Disclosure ScheduleSchedule or Contracts filed as exhibits to the Company SEC Reports, as of the date of this Agreement, neither the Company nor any of its subsidiaries Subsidiaries is a party to or bound by any Contract that: (ai) any agreement relating involves or would reasonably be expected to the incurring of indebtedness involve aggregate future payments by the Company or any of and/or its subsidiaries (including sale and leaseback transaction Subsidiaries in excess of $2,100,000 10,000,000 as of the date of this Agreement or aggregate future payments to Company and/or its Subsidiaries in excess of $10,000,000 or its foreign currency equivalent as of the date of this Agreement (excluding contracts for equipment, goods and including capitalized lease transactions materials and other royalty and similar financing transactions) including, without limitation, any such agreement which contains provisions which agreements entered into by the Company and/or its Subsidiaries in any non-de-minimis manner restrict, or may restrict, the conduct ordinary course of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"consistent with past practice), (bii) any "is a “material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ciii) provides for or otherwise relates to joint venture, partnership, strategic alliance or similar arrangements affecting the Oil and Gas Interests, (iv) (A) imposes any non-competition agreement restriction on the right or ability of Company or any of its Subsidiaries to compete with any other agreement person or obligation which purports to limit in any respect (i) the ability acquire or dispose of the Company or its businesses to solicit customers securities of another person or (iiB) the manner in which, contains an exclusivity or the localities in which, all or any substantial portion of “most favored nation” clause that restricts the business of Company or any of its Subsidiaries in a material manner, other than those contained in customary oil and gas leases, (v) constitutes or provides for indentures, mortgages, promissory notes, loan agreements, guarantees, letter of credit or other agreements or instruments of Company or any of its Subsidiaries or commitments for the borrowing or the lending by Company or any of its Subsidiaries, (vi) provides for the sale by Company or any of its Subsidiaries of Hydrocarbons that (A) has a remaining term of greater than 90 days or (B) contains a “take-or-pay” clause or any similar material prepayment or forward sale arrangement or obligation (excluding “gas balancing” arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor, (vii) that provides for a call or option on production, or acreage dedication to a gathering, transportation or other arrangement downstream of the wellhead, (viii) is a joint development agreement, exploration agreement, participation or program agreement or similar agreement that contractually requires Company and its subsidiaries, taken as a whole, or, Subsidiaries to make expenditures that would reasonably be expected to be in excess of $10,000,000 in the aggregate during the 12-month period following the date of this Agreement containing any type of provision that becomes applicable due to the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreementhereby, Parent or (ix) that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations (other than asset retirement obligations, plugging and its subsidiaries, is or would be conducted, (d) any agreement providing for the indemnification by the Company or a subsidiary abandonment obligations and other reserves of the Company of any person, other than customary agreements relating to the indemnity of directors, officers and employees of set forth in the Company or its subsidiariesReserve Reports), (e) any joint venture or partnership agreement, (f) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports could reasonably be expected to limit result in payments after the ability of the date hereof by Company or any of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose Subsidiaries in excess of any material amount of assets or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract), (g) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of the Company or any of its subsidiaries, (h) any collective bargaining agreement, (i) any employment agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company or any of its subsidiaries leases any real property, and (n) any contract or other agreement not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole or which would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations of the type described in clauses (a) through (n) being referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its term$10,000,000.

Certain Contracts. Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f(a) of the Company Disclosure Schedule, neither Neither the Company nor any of its subsidiaries Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (awhether written or oral) any agreement relating to the incurring of indebtedness by the Company or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactionsi) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (b) any "is a material contract" contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)SEC or required to be disclosed by the Company on a Current Report on Form 8-K) to be performed in whole or in part after the date of this Agreement, (cii) any non-competition agreement or any other agreement or obligation which purports to limit in any respect (iA) limits the ability freedom of the Company or any of its businesses Subsidiaries to solicit customers compete in any line of business, in any geographic area or with any person, or which requires referrals of business or requires the Company or any of its Subsidiaries to make available business opportunities or products or services to any person on a priority, equal or exclusive basis (including any “preferred provider” type contracts or other agreements for products and services offered by the Company or its Subsidiaries to their customers) or (iiB) is an agreement of the manner types referred to in which, or the localities in which, all clause (A) that could apply to Acquiror or any substantial portion of its affiliates after the Closing by reason of the business of Merger and the Company and its subsidiaries, taken as a whole, or, following consummation of the other transactions contemplated by this Agreement and the Voting Agreement, Parent and its subsidiaries, is or would be conducted, (diii) any agreement providing for which relates to the indemnification incurrence of indebtedness by the Company or a subsidiary any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (iv) which provides for any guaranty of third party obligations, other than any guaranty by the Company of any person, other than customary agreements relating to the indemnity of directors, officers and employees of the Company or its subsidiariesSubsidiaries’ obligations, (ev) any joint venture or partnership agreement, (f) any agreement that which grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits or purports to limit the ability properties of the Company or any of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract)Subsidiaries, (gvi) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change which limits the payment of control of dividends by the Company or any of its subsidiariesSubsidiaries, (hvii) any collective bargaining agreementwhich relates to a joint venture, (i) any employment partnership, limited liability company agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships agreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with respect to lines of businessany third parties, (kviii) any material agreement which relates to an acquisition, divestiture, merger or similar transaction and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that contains a "most favored nation" clauseare still in effect, (lix) any which provides for material agreement pertaining payments to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which be made by the Company or any of its subsidiaries leases Subsidiaries upon a change in control thereof, (x) which is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $500,000 per annum (other than any real property, and (n) such contracts which are terminable by the Company or its applicable Subsidiary on 60 days or less notice without any contract required payment or other agreement not made in conditions (other than the ordinary course condition of business notice)), (xi) which relates to the performance of material third-party clearing or execution services, (xii) which is material to the Company and its subsidiaries taken as a whole or which would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations not of the type described in clauses (ai) through (nxi) being referred above and which involved payments by, or to, the Company or any of its Subsidiaries in fiscal year ended December 31, 2010, or which could reasonably be expected to herein involve such payments during fiscal year ending December 31, 2011, of more than $500,000, (xiii) which relates to material Proprietary Rights (as "defined in Section 4.20(a)) owned or licensed by the Company Material Contracts"or licensed to third parties (including permitting third parties to use the name “optionsXpress” or any variant thereof), or (xiv) which relates to material contracts related to IT Assets (as defined in Section 4.20(b)). Each Company Material Contract is valid and binding on contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not publicly disclosed in the Company (orReports filed since January 1, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto 2010 and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior prior to the date hereof, the is referred to herein as a “Company Contract”. The Company has made available to Parent true Acquiror true, correct and complete copies of all each Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its termContract.

Certain Contracts. (a) Except as set forth disclosed in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f) of the Company Seller Disclosure ScheduleSchedule 3.13(a), neither the Company Seller nor any of its subsidiaries the Subsidiaries is a party to, is bound or affected by, receives or is obligated to or bound by pay benefits under (ai) any agreement agreement, arrangement or commitment, including any agreement, indenture or other instrument relating to the incurring borrowing of indebtedness money by the Company Seller or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactions) including, without limitation, the Subsidiaries or the guarantee by Seller or any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments Subsidiaries of Indebtedness"), (b) any "material contract" (as such term is defined obligation except for deposit liabilities and federal funds purchased in Item 601(b)(10) the ordinary course of Regulation S-K of the SEC), (c) any non-competition agreement or any other agreement or obligation which purports to limit in any respect (i) the ability of the Company or its businesses to solicit customers or business; (ii) any agreement, arrangement or commitment relating to the manner in which, employment of a consultant or the localities employment, retirement, election or retention in whichoffice of any present or former director, all officer or employee of Seller or any substantial portion of the business Seller Subsidiaries (other than those which are terminable at will without any further amounts being payable thereunder as a result of termination by Seller or Seller Subsidiary; (iii) any contract, agreement or understanding with a labor union; (iv) any agreement, arrangement or understanding pursuant to which any payment (whether of severance pay or otherwise) became or may become due to any director, officer or employee of Seller or any of the Company and its subsidiaries, taken as a whole, or, Seller Subsidiaries upon execution of this Agreement or upon or following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is Agreement (either alone or would be conducted, in connection with the occurrence of any additional acts or events); (dv) any agreement providing for the indemnification by the Company agreement, arrangement or a subsidiary understanding to which Seller or any of the Company Subsidiaries is a party or by which any of the same is bound which limits the freedom of Seller or any of the Subsidiaries to compete in any line of business or with any person, other than customary agreements relating to the indemnity of directors, officers and employees or that involve any restriction of the Company geographic area in which, or its subsidiariesmethod by which, (e) any joint venture or partnership agreement, (f) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or they may carry on their business (other than in connection with securitization as may be required by law or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contractany regulatory agency), ; (gvi) any contract assistance agreement, supervisory agreement, memorandum of understanding, consent order, cease and desist order or agreement condition of any regulatory order or decree with or by the FDIC, the FRB or any other regulatory agency; (vii) any joint venture, partnership or similar agreement, arrangement or understanding providing for any material future payments that are conditionedthe sharing of profits, in whole losses, costs or in part, on a change of control of the Company liabilities by Seller or any of its subsidiaries, the Subsidiaries with any other person; or (hviii) any collective bargaining other agreement, (i) any employment agreement arrangement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant understanding to which the Company Seller or any of its subsidiaries leases any real property, the Subsidiaries is a party and (n) any contract or other agreement not made in the ordinary course of business which is material to the Company business, results of operations, assets or financial condition of Seller and its subsidiaries the Subsidiaries taken as a whole (excluding loan agreements or which would reasonably be expected agreements relating to materially delay the consummation deposit accounts); in each of the Merger foregoing cases whether written or any of the transactions contemplated by oral; (each such agreement listed, or required to be listed, in this Agreement (the agreements, contracts and obligations of the type described in clauses (aSection 3.13(a) through (n) being is referred to herein as "Company Material Contracts"a “Seller Agreement”). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company Seller nor any of its subsidiaries is the Subsidiaries has any obligation to make any additional capital contributions with respect to any matter described in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under clause (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(fvii) of the Company Seller Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its termSchedule 3.13(a).

Certain Contracts. (a) Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f4.13(a) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries the Company Bank is a party to or bound by any contract (awhether written or oral) any agreement relating (i) with respect to the incurring service of indebtedness any directors, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, the Company, or any of their respective Subsidiaries to any officer, director, employee, agent or consultant of the Company or any of its subsidiaries the Company Bank, (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactionsiii) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business as of the issuer thereof as currently conducted (collectively, "Instruments date of Indebtedness"), (b) any "this Agreement is a material contract" contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed in whole or part after the date of this Agreement, (civ) which is a consulting agreement (including data processing, software programming and licensing contracts) involving the payment of more than $20,000 per annum in the case of any non-competition agreement one such agreement, (v) which materially restricts the conduct of any line of business by the Company or the Company Bank, (vi) that contains any noncompetition or exclusive dealing agreements or other agreement or obligation which that purports to materially limit or restrict in any respect (i) the ability of the Company or its businesses to solicit customers or (ii) the manner in which, or the localities in which, all or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, or, following consummation Bank to compete in any line of the transactions contemplated by this Agreement, Parent and its subsidiaries, is business or would be conducted, with any person or entity or in any geographic area (d) any agreement providing for the indemnification by the Company or a subsidiary of the Company of any person, other than customary agreements relating to the indemnity of directors, officers and employees of the Company as may be required by Law or its subsidiaries, (eby any Governmental Entity) any joint venture or partnership agreement, (f) any agreement that which grants any right of first refusal or refusal, right of first offer or similar right right; (vii) any contract for, with respect to, or that limits contemplates, a possible merger, consolidation, reorganization, recapitalization or purports other business combination, or asset sale or sale of equity securities with respect to limit the ability of the Company or the Company Bank, other than this Agreement; (viii) any contract relating to the borrowing of its subsidiaries to own, operate, sell, transfer, pledge money by the Company or otherwise dispose the Company Bank or the guarantee by the Company or the Company Bank of any material amount such obligation of assets or business a third party (other than in connection with securitization or financing transactions or deposit liabilities and Federal Home Loan Bank borrowings, contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract), (g) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of the Company or any of its subsidiaries, (h) any collective bargaining agreement, (i) any employment agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use fully-secured repurchase agreements and contracts relating to endorsements for payment, guarantees and letters of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company or any of its subsidiaries leases any real property, and (n) any contract or other agreement not credit made in the ordinary course of business which is material consistent with past practice), including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (ix) any contract that involves expenditures or receipts of the Company or the Company Bank in excess of $50,000 per year (other than pursuant to loans originated or purchased by the Company or the Company Bank in the ordinary course of business consistent with past practice); (x) any contract (other than a Plan) with respect to the Company and its subsidiaries taken as employment or compensation of any officers or directors; (xi) any contract containing a whole “most favored nations” clause or which would reasonably be expected other similar term providing preferential pricing or treatment to materially delay a party; (xii) any contract relating to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or relating to the consummation formation, creation or operation, management or control of the Merger any partnership, limited liability company or joint venture, in each case with any third parties, or any contract which limits payments of the transactions contemplated by this dividends and (xiii) any Regulatory Agreement (the agreements, contracts and obligations as defined in Section 4.14). Each contract of the type described in clauses (a) through (n) being referred to herein as "Company Material Contracts"this Section 4.13(a). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach whether or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as not set forth in Section 3.1(f4.13(a) of the Company Disclosure Schedule, there are no provisions in any Instrument is referred to herein as a “Company Contract.” The Company has previously made available to Parent true and correct copies of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment each contract of the outstanding indebtedness thereunder prior to its termtype described in this Section 4.13(a).

Certain Contracts. Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f(i) of the Company Disclosure Schedule, neither Neither the Company nor any of its subsidiaries is a party to or bound by (ai) any agreement relating to the incurring of indebtedness by the Company or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactions) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness")indebtedness, (bii) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ciii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect (i) the ability of the Company or its businesses to solicit customers or (ii) the manner in which, or the localities in which, all or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is or would be conducted, (div) any agreement providing for the indemnification by the Company or a subsidiary of the Company of any person, other than customary agreements relating to except an agreement entered into in the indemnity ordinary course of directors, officers and employees of the Company or its subsidiariesbusiness, (ev) any joint venture venture, partnership or partnership similar document or agreement, (fvi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount assets having an aggregate value in excess of assets or business $1,000,000 (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contracttransactions), (gvii) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of the Company or any of its subsidiaries, (hviii) any collective bargaining agreement, (iix) any employment agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries a Key Employee (any such person, hereinafter, an "Employee"as defined herein), other than as required under law, (jx) any agreement regarding any agent bank or other similar relationships with respect to lines of businessresort affiliation agreement, (kxi) any material agreement that contains a "most favored nation" clause, (lxii) any material management agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether between the Company is the licensee or licensor thereunderand each Association (as defined in Section 3.1(i) herein), (mxiii) any material agreements pursuant to which marketing alliance agreement involving a strategic corporate relationship that requires payment of at least $1,000,000 thereunder by the Company or any of its subsidiaries leases any real property, and or which is not cancellable by either party thereto on 30 days' notice or (nxiv) any contract or other agreement not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole or which would reasonably be expected to materially prohibit or delay the consummation of the Merger or any of the transactions contemplated by this Agreement and the Stock Option Agreement (the agreements, contracts and obligations of the type described in clauses (ai) through (nxiii) being referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in a material breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any material violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any the other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its term.

Certain Contracts. (a) Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f3.13(a) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (awhether written or oral) any agreement relating to the incurring of indebtedness by the Company or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactionsi) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (b) any "is a “material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (cii) any non-competition agreement which contains a provision that limits (or any other agreement or obligation which purports to limit limit) in any material respect (i) the ability of the Company or its businesses affiliates (or, following the Closing, the Surviving Corporation or its affiliates) to solicit customers engage or compete in any business (including (a) any exclusivity or exclusive dealing provisions with such an effect or (iib) the manner any geographic restrictions and preferential arrangements), (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) other than extensions of credit (all of which extensions of credit have been made in whichcompliance with Company Bank’s credit policy manual and all applicable laws, statutes, rules or the localities in whichregulations), all or any substantial portion of the business of other banking products offered by the Company and its subsidiariesSubsidiaries or derivatives, taken as a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is which creates future payment obligations to or would be conducted, (d) any agreement providing for the indemnification by the Company or a subsidiary of the Company of any person, other than customary agreements relating to the indemnity of directors, officers and employees of from the Company or its subsidiariesSubsidiaries in excess of $100,000 annually, and that by its terms does not terminate or is not terminable without penalty upon notice of sixty (60) days or less, (ev) any joint venture or partnership agreement, (f) any agreement that grants any right of first refusal or refusal, right of first offer or similar right or that limits or purports with respect to limit the ability of the Company or any of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets assets, rights or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract), (g) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of the Company or any of its subsidiaries, (h) any collective bargaining agreement, (i) any employment agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee properties of the Company or its subsidiaries (any such personSubsidiaries, hereinafter, an "Employee"), other than taken as required under lawa whole, (jvi) for any joint venture, partnership or similar agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company or any of its subsidiaries leases any real property, and (n) any contract or other agreement not made in the ordinary course of business which is material to the Company or its Subsidiaries, (vii) that requires the Company or its Subsidiaries to sell or purchase goods or services on an exclusive basis or make referrals of business to any person on a priority or exclusive basis, (viii) that relates to the acquisition or disposition of any business, capital stock or assets of any Person (whether by merger, sale of stock, sale of assets or otherwise) that has any remaining obligations (other than customary obligations relating to the indemnification of directors and officers), or (ix) that relates to any real property leased, subleased, licensed or occupied by the Company or its subsidiaries taken Subsidiaries as a whole lessee, sublessee, licensee or which would reasonably be expected to materially delay occupant and provides for annual payments by the consummation Company or its Subsidiaries in excess of the Merger $100,000. Each contract, arrangement, commitment or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations understanding of the type described in clauses this Section 3.13(a) (a) through (n) being excluding any Company Benefit Plan), whether or not set forth in the Company Disclosure Schedule, is referred to herein as "a “Company Material Contracts"). Each Company Material Contract is valid Contract,” and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company Subsidiaries knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract above by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Scheduleother parties thereto which would have, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, either individually or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event ofaggregate, a Material Adverse Effect on the repayment of the outstanding indebtedness thereunder prior to its termCompany.

Certain Contracts. (a) Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(fSchedule 4.16(a) of the Company BCB Disclosure ScheduleSchedules, neither the Company BCB nor any of its subsidiaries Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (awhether written or oral) any agreement relating (i) with respect to the incurring employment of indebtedness by the Company any directors, officers, employees; (ii) which would entitle any present or former director, officer, employee or agent of BCB or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactions) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (b) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (c) any non-competition agreement Subsidiaries to indemnification from BCB or any other agreement or obligation which purports to limit in any respect of its Subsidiaries; (iiii) the ability of the Company or its businesses to solicit customers or (ii) the manner in which, or upon the localities in which, all or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is Agreement or would be conducted, the Bank Merger Agreement will (d) any agreement providing for either alone or upon the indemnification by the Company or a subsidiary of the Company occurrence of any personadditional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Pamrapo, BCB, BCB Bank, the Bank or any of their respective Subsidiaries or successors to any officer or employee thereof; (iv) which involves the annual payment of $25,000 or more; (v) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $25,000 per annum, in the case of any such agreement with an individual, or $50,000 per annum, in the case of any other than customary agreements such agreement; (vi) which materially restricts the conduct of any line of business by BCB or any of its Subsidiaries; (vii) with or to a labor union or guild (including any collective bargaining agreement); (viii) relating to the indemnity acquisition or disposition of directorsany business (whether by merger, officers sale of stock, sale of assets or otherwise) or material assets (other than this Agreement and employees of the Company or its subsidiaries, Bank Merger Agreement); (eix) any joint venture or partnership agreement, (f) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company BCB or any of its subsidiaries Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business business; (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract), (gx) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of the Company or any of its subsidiaries, (h) any collective bargaining agreement, (i) any employment agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material joint venture, partnership agreement that contains a "most favored nation" clause, or similar agreement; (lxi) with respect to any material agreement pertaining relating to any intellectual property other than “shrink wrap” licenses related to software; (xii) relating to the use of indebtedness by BCB or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company its Subsidiaries for borrowed money or any guaranty of its subsidiaries leases indebtedness for borrowed money in excess of $5,000,000; or (xiii) excluding the plans set forth on Schedule 4.11, where any real propertyemployee benefits (including any stock option plan, and (nstock appreciation rights plan, restricted stock plan or stock purchase plan) any contract will be increased, or other agreement not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole or which would reasonably be expected to materially delay the consummation vesting of the Merger or benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (or the agreementsBank Merger Agreement, contracts and obligations or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Bank Merger Agreement. Each contract, arrangement, commitment or understanding of the type described in clauses (aSections 4.16(a) through (nand 4.16(c) being hereof, whether or not set forth in Schedule 4.16(a) or Schedule 4.16(c) of the BCB Disclosure Schedules, is referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Company (or, a “BCB Contract.” BCB has previously delivered to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent Pamrapo true and complete correct copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its termeach BCB Contract.

Certain Contracts. (a) Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f3.13(a) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (a) any agreement relating to the incurring of indebtedness by the Company whether written or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactions) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"oral), other than any Company Benefit Plans, (bi) any "which is a “material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (cii) any which contains a non-competition agreement compete or client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by Company or obligation which purports to limit in any respect (i) of its affiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) that relates to the incurrence of indebtedness by Company or any of its businesses Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to solicit customers or (ii) repurchase, in each case incurred in the manner in whichordinary course of business consistent with past practice, or intercompany indebtedness) in the localities in whichprincipal amount of $1,000,000 or more including any sale and leaseback transactions, all or any substantial portion of the business of the Company capitalized leases and its subsidiaries, taken as a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is or would be conductedother similar financing transactions, (dv) any agreement providing for the indemnification by the Company or a subsidiary of the Company of any person, other than customary agreements relating to the indemnity of directors, officers and employees of the Company or its subsidiaries, (e) any joint venture or partnership agreement, (f) any agreement that grants any right of first refusal or refusal, right of first offer or similar right with respect to any assets, rights or properties (x) that limits are material to Company and its Subsidiaries, taken as a whole, or purports (y) that would be applicable to limit the ability Parent or any of the its Subsidiaries (other than Company or any of its subsidiaries to ownSubsidiaries) after the Closing; or (vi) that is a vendor agreement or joint marketing agreement, operateincluding any consulting agreement, selldata processing, transfersoftware programming or licensing contract, pledge or otherwise dispose involving (x) the payment of any material amount more than $1,000,000 over the remaining term of assets or business the agreement (other than in connection with securitization or financing transactions or any such contracts entered into in the ordinary course of business that require that the particular transactions that which are the subject thereof to be conducted with the counterparty or counterparties to the contract), (g) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of the terminable by Company or any of its subsidiaries, Subsidiaries on sixty (h60) days’ or less notice without any collective bargaining agreement, (i) any employment agreement required payment or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee")other conditions, other than the condition of notice) or (y) the payment of more than $1,000,000 payable as required under lawa result of the termination of the agreement or the consummation of the Merger. Each contract, (j) any agreement regarding any agent bank arrangement, commitment or other similar relationships with respect to lines understanding of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Propertytype described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is the licensee or licensor thereunder, (m) any material agreements pursuant referred to which the herein as a “Company or Contract,” and neither Company nor any of its subsidiaries leases any real propertySubsidiaries has received notice of, and (n) any contract or other agreement not made in the ordinary course of business which is material to the Company’s knowledge there does not exist, any violation of a Company and its subsidiaries taken as a whole or Contract by any of the other parties thereto which would reasonably be expected to materially delay be, either individually or in the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreementsaggregate, contracts material to Company and obligations of the type described in clauses (a) through (n) being referred to herein its Subsidiaries, taken as "Company Material Contracts")a whole. Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f3.13(a) of the Company Disclosure ScheduleSchedule sets forth (a) a true, there are no provisions in correct and complete list of all acquisitions and sales of businesses made by Company or any Instrument of Indebtedness that provide its Subsidiaries within the five (5) year period prior to the date of this Agreement and (ii) a true, correct and complete list of any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment continuing earn-out obligations arising out of the outstanding indebtedness thereunder prior acquisitions referred to its termin clause (i).

Certain Contracts. Except as set forth in the exhibit index for the Company's Annual Report on Form 10-K for the year ended December 31, 2001 2002 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries Subsidiaries is a party to or bound by (ai) any agreement relating to the incurring of indebtedness Indebtedness (as defined in this Section 3.1(f)) by the Company or any of its subsidiaries (including sale and leaseback transaction Subsidiaries in an amount in excess in the aggregate of $2,100,000 and 1,000,000, including capitalized lease transactions and other similar financing transactions) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner that restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (bii) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ciii) any non-non- competition agreement or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any respect (iA) the ability of the Company or its businesses to solicit customers or (iiB) the manner in which, or the localities in which, all or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiariesSubsidiaries, is or would be conducted, (div) any agreement providing for the indemnification by the Company or a subsidiary Subsidiary of the Company of any person, Person other than customary agreements relating to the indemnity of directors, with directors or officers and employees of the Company or its subsidiariesSubsidiaries or with vendors providing goods or services to the Company or its Subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company and its Subsidiaries, taken as a whole, (ev) any joint venture or partnership agreementagreement material to the Company and its Subsidiaries taken as a whole, (fvi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract)business, (gvii) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of the Company or any of its subsidiariesSubsidiaries, (hviii) any collective bargaining agreement, (iix) any employment agreement (other than agreements terminable by the Company or any Subsidiary of the Company on not more than 30 days' notice without penalty and which will not in any respect be affected by a change of control of the Company), with, or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to (other than as required by law) to, any current or former employee of the Company or its subsidiaries Subsidiaries (any such personPerson, hereinafter, an "Employee") who is a Key Employee (as defined under Section 3.1(g)), other than as required under law, (jx) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (kxi) any material agreement that contains a "most favored nation" clauseclause or other term providing preferential pricing or treatment to a third party, (lxii) any agreement material agreement to the Company and its Subsidiaries, taken as a whole, pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (mxiii) any material agreements pursuant to which the Company or any of its subsidiaries Subsidiaries leases any real property, (xiv) any contract or agreement material to the Company and its Subsidiaries, taken as a whole, providing for the outsourcing or provision of servicing of customers, technology or product offerings of the Company or its Subsidiaries, and (nxv) any contract or other agreement not made in the ordinary course of business which (A) is material to the Company and its subsidiaries Subsidiaries taken as a whole or (B) which would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations of the type described in clauses (ai) through (nxv) being referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary Subsidiary of the Company is a party, such subsidiarySubsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries Subsidiaries is in breach or default under any Company Material ContractContract except where any such breach or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. Neither the Company nor any subsidiary Subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its term.knowledge

Certain Contracts. Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f) 3.14 of the Company Disclosure ScheduleSchedule includes a list of each (i) contract, neither arrangement, commitment or understanding with respect to the Company nor employment of any directors, executive officers or key employees, or with any consultants involving the payment of its subsidiaries $25,000 or more per annum, (ii) contract, arrangement, commitment or understanding which is a party to or bound by (a) any agreement relating to the incurring of indebtedness by the Company or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactions) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (b) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) that has not been filed as an exhibit to a Company Report, (iii) contract, arrangement, commitment or understanding which limits in any way the ability of Company or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, or which requires referrals of any business, (iv) contract, arrangement, commitment or understanding with or to a labor union or guild (including any collective bargaining agreement), (cv) contract, arrangement, commitment or understanding (including, without limitation, any non-competition agreement Company Employee Plan but excluding options, warrants and other securities identified in Section 3.2 or any other agreement or obligation which purports to limit in any respect (i) the ability Section 3.2 of the Company Disclosure Schedule) any of the benefits of which will be paid or its businesses to solicit customers or (ii) the manner in whichincreased, or the localities in which, all or any substantial portion vesting of the business benefits of which will be accelerated, by the Company and its subsidiaries, taken as a whole, or, following consummation delivery of this Agreement or the occurrence of any of the transactions contemplated by this Agreement, Parent and its subsidiaries, is or would be conducted, (d) the value of any agreement providing for the indemnification by the Company or a subsidiary of the Company benefits of any person, other than customary agreements relating to which will be calculated on the indemnity basis of directors, officers and employees of the Company or its subsidiaries, (e) any joint venture or partnership agreement, (f) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract), (g) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of the Company or any of its subsidiaries, (h) any collective bargaining agreement, (i) any employment agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company or any of its subsidiaries leases any real property, and (n) any contract or other agreement not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole or which would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement Agreement, (vi) contract, arrangement, commitment or understanding which would prohibit or materially delay the agreementsconsummation of any of the transactions contemplated by this Agreement, contracts (vii) loan agreement, indenture, mortgage, pledge, conditional sale or title retention agreement, security agreement, guaranty, standby letter of credit (to which Company or any of its Subsidiaries is the responsible party), equipment lease involving the payment of more than $15,000 in any year or lease purchase agreement to which Company or any of its Subsidiaries is a party or by which any of them is bound, (viii) contract, agreement, arrangement or understanding between any affiliate of Company (other than any wholly owned Subsidiary of Company), on the one hand, and obligations Company or any Subsidiary of Company, on the other hand, and (ix) any other contract, arrangement, commitment or understanding that is material to the business, assets, liabilities, financial condition or results of operations of Company and its Subsidiaries, taken as a whole (provided, that for purposes of this clause (ix) any contract, arrangement, commitment or understanding involving payments or receipts by Company or any of its Subsidiaries in excess of $250,000 over the term thereof shall be deemed to be material). Company has made available to Parent complete and accurate copies of all Company Contracts (as defined below). Each contract, arrangement, commitment or understanding of the type described in clauses (a) through (n) being this Section 3.14, whether or not set forth in Section 3.14 of the Company Disclosure Schedule, is referred to herein as a "COMPANY CONTRACT". All contracts, agreements, arrangements or understandings of any kind between any affiliate of Company Material Contracts"(other than any wholly owned Subsidiary of Company). Each Company Material Contract is valid and binding , on the one hand, and Company or any Subsidiary of Company, on the other hand, are on terms no less favorable to Company or to such Subsidiary of Company than could reasonably have been obtained with an unaffiliated third party on an arm's-length basis. None of Company or any of its Subsidiaries is in material breach of or default in the performance of its obligations under any Company Contract, and no material breach or default, alleged breach or default or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Company or any of its Subsidiaries (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and or obligor with respect thereto) has occurred, or, assuming the receipt of the Third Party Consents, as a result of its performance of its obligations pursuant to this Agreement will occur. To the extent that Company or any of its Subsidiaries has been, since June 30, 1998, in material breach of or default in performance of its obligations under any Company Contract, such breach or default, together with all such other breaches or defaults, could not reasonably be expected to have a Material Adverse Effect on Company. To the knowledge of Company, each Company Contract is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its term.

Certain Contracts. (a) Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f3.13(a) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (awhether written or oral) any agreement relating to the incurring of indebtedness by the Company or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactionsi) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (b) any "is a “material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (cii) any which contains a non-competition agreement compete or client or customer non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by the Company or obligation which purports to limit in any respect (i) of its Subsidiaries, or upon consummation of the Merger will restrict the ability of the Company or its businesses to solicit customers or (ii) the manner in which, or the localities in which, all Surviving Corporation or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is or would be conductedSubsidiaries to engage in such activities, (diii) with or to a labor union or guild (including any agreement providing for collective bargaining agreement), (iv) that relates to the indemnification incurrence of indebtedness by the Company or a subsidiary any of its Subsidiaries, or the Company guaranty of any person, other than customary agreements relating to the indemnity indebtedness of directors, officers and employees of others by the Company or any of its subsidiariesSubsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice, or intercompany indebtedness) in the principal amount of $2,500,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (ev) any joint venture or partnership agreement, (f) any agreement that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries, taken as a whole or (vi) that limits is a vendor agreement or purports to limit joint marketing agreement, including any consulting agreement, data processing, software programming or licensing contract, involving (A) the ability payment of more than $150,000 over the remaining term of the agreement (other than any such contracts which are terminable by the Company or any of its subsidiaries to ownSubsidiaries on ninety (90) days’ or less notice without any required payment or other conditions, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (other than the condition of notice) or (B) the payment of more than $150,000 payable as a result of the termination of the agreement or the consummation of the Merger. Each contract, arrangement, commitment or understanding of the type described in connection with securitization this Section 3.13(a) (excluding any Company Benefit Plan), whether or financing transactions or contracts entered into not set forth in the ordinary course of business that require that the particular transactions that are the subject thereof Company Disclosure Schedule, is referred to be conducted with the counterparty or counterparties to the contract), (g) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on herein as a change of control of “Company Contract,” and neither the Company or nor any of its subsidiariesSubsidiaries has received written, (h) or to the Company’s knowledge, oral notice of any collective bargaining agreement, (i) violation of any employment agreement or Company Contract by any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company or any of its subsidiaries leases any real property, and (n) any contract or other agreement not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole or parties thereto which would reasonably be expected to materially delay have, either individually or in the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreementsaggregate, contracts and obligations of the type described in clauses (a) through (n) being referred to herein as "Company a Material Contracts"). Each Company Material Contract is valid and binding Adverse Effect on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its term.

Certain Contracts. Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f(a) As of the Company Disclosure Scheduledate hereof, neither the Company nor any of its subsidiaries Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (awhether written or oral) any agreement relating to the incurring of indebtedness by the Company or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactionsi) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (b) any "is a material contract" contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)SEC or required to be disclosed by the Company on a Current Report on Form 8-K) to be performed in whole or in part after the date of this Agreement, (cii) any non-competition agreement or any other agreement or obligation which purports to limit in any respect (i) limits the ability freedom of the Company or any of its businesses Subsidiaries to solicit customers compete in any line of business, in any geographic area or (ii) the manner in whichwith any person, or to use the localities in which, all name Financial Federal Corporation or any substantial portion variant thereof, or which requires referrals of the business of or requires the Company and or any of its subsidiaries, taken as Subsidiaries to make available investment opportunities to any person on a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is priority or would be conductedexclusive basis, (diii) any agreement providing for which relates to the indemnification incurrence of indebtedness by the Company or a subsidiary any of the Company of its Subsidiaries, including any personsale and leaseback transactions, capitalized leases and other than customary agreements relating to the indemnity of directors, officers and employees of the Company or its subsidiariessimilar financing transactions, (eiv) any joint venture or partnership agreement, (f) any agreement that which grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits or purports to limit the ability properties of the Company or any of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract)Subsidiaries, (gv) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change which limits the payment of control of dividends by the Company or any of its subsidiariesSubsidiaries, (hvi) any collective bargaining agreementwhich relates to a joint venture, (i) any employment partnership, limited liability company agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships agreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with respect to lines of businessany third parties, (kvii) any which relates to an acquisition, divestiture, merger or similar transaction and which contains material agreement representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that contains a "most favored nation" clauseare still in effect, (lviii) any which provides for material agreement pertaining payments to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which be made by the Company or any of its subsidiaries leases Subsidiaries upon a change in control thereof, (ix) which is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $500,000 per annum (other than any real property, and (n) such contracts which are terminable by the Company or its applicable Subsidiary on 60 days or less notice without any contract required payment or other agreement not made in conditions (other than the ordinary course condition of business notice)), (x) which is material to the Company and its subsidiaries taken as a whole or which would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations not of the type described in clauses (ai) through (nix) being referred above and which involved payments by, or to, the Company or any of its Subsidiaries in fiscal year ended July 31, 2009, or which could reasonably be expected to herein involve such payments during fiscal year ending July 31, 2010, of more than $500,000 (other than pursuant to Finance Receivables), or (xi) which relates to material Proprietary Rights (as "Company Material Contracts"defined in Section 4.21) (including permitting the use of the name Financial Federal Corporation or any variant thereof). Each Company Material Contract is valid and binding on contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not publicly disclosed in the Company (orReports filed since January 1, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto 2009 and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior prior to the date hereof, the is referred to herein as a “Company Contract”. The Company has made available to Parent true Acquiror true, correct and complete copies of all each written Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its termContract.

Certain Contracts. Except as set forth in the exhibit index for the Company's Annual Report on Form 10-K for the year ended December 31, 2001 2002 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries Subsidiaries is a party to or bound by (ai) any agreement relating to the incurring of indebtedness Indebtedness (as defined in this Section 3.1(f)) by the Company or any of its subsidiaries (including sale and leaseback transaction Subsidiaries in an amount in excess in the aggregate of $2,100,000 and 1,000,000, including capitalized lease transactions and other similar financing transactions) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner that restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of IndebtednessINSTRUMENTS OF INDEBTEDNESS"), (bii) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ciii) any non-non- competition agreement or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any respect (iA) the ability of the Company or its businesses to solicit customers or (iiB) the manner in which, or the localities in which, all or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiariesSubsidiaries, is or would be conducted, (div) any agreement providing for the indemnification by the Company or a subsidiary Subsidiary of the Company of any person, Person other than customary agreements relating to the indemnity of directors, with directors or officers and employees of the Company or its subsidiariesSubsidiaries or with vendors providing goods or services to the Company or its Subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company and its Subsidiaries, taken as a whole, (ev) any joint venture or partnership agreementagreement material to the Company and its Subsidiaries taken as a whole, (fvi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract)business, (gvii) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of the Company or any of its subsidiariesSubsidiaries, (hviii) any collective bargaining agreement, (iix) any employment agreement (other than agreements terminable by the Company or any Subsidiary of the Company on not more than 30 days' notice without penalty and which will not in any respect be affected by a change of control of the Company), with, or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to (other than as required by law) to, any current or former employee of the Company or its subsidiaries Subsidiaries (any such personPerson, hereinafter, an "EmployeeEMPLOYEE") who is a Key Employee (as defined under Section 3.1(g)), other than as required under law, (jx) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (kxi) any material agreement that contains a "most favored nation" clauseclause or other term providing preferential pricing or treatment to a third party, (lxii) any agreement material agreement to the Company and its Subsidiaries, taken as a whole, pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (mxiii) any material agreements pursuant to which the Company or any of its subsidiaries Subsidiaries leases any real property, (xiv) any contract or agreement material to the Company and its Subsidiaries, taken as a whole, providing for the outsourcing or provision of servicing of customers, technology or product offerings of the Company or its Subsidiaries, and (nxv) any contract or other agreement not made in the ordinary course of business which (A) is material to the Company and its subsidiaries Subsidiaries taken as a whole or (B) which would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations of the type described in clauses (ai) through (nxv) being referred to herein as "Company Material ContractsCOMPANY MATERIAL CONTRACTS"). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary Subsidiary of the Company is a party, such subsidiarySubsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its term.knowledge

Certain Contracts. Except as set forth in the exhibit index for the Company's ’s Annual Report on Form 10-K for the year ended December 31, 2001 2003 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries Subsidiaries is a party to or bound by (ai) any agreement relating to the incurring of indebtedness Indebtedness (as defined in this Section 3.1(f)) by the Company or any of its subsidiaries (including sale and leaseback transaction Subsidiaries in an amount in excess in the aggregate of $2,100,000 and 250,000, including capitalized lease transactions and other similar financing transactions) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner that restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "“Instruments of Indebtedness"”), (bii) any "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ciii) any non-competition agreement or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any respect (iA) the ability of the Company or its businesses to solicit customers or (iiB) the manner in which, or the localities in which, all or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiariesSubsidiaries, is or would be conducted, (div) any agreement providing for the indemnification by the Company or a subsidiary Subsidiary of the Company of any person, other than customary agreements relating to the indemnity of directors, officers and employees of the Company or its subsidiariesPerson, (ev) any joint venture or partnership agreement, (fvi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries Subsidiaries to own or operate any business or own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract)business, (gvii) any contract or agreement providing for any material future (individually or in the aggregate) payments that are conditioned, in whole or in part, on a change of control of the Company or any of its subsidiariesSubsidiaries, (hviii) any collective bargaining agreement, (iix) any agreement with, or for the benefit of, any past or present director or officer of the Company under which the Company has a continuing obligation, whether fixed or contingent, and any employment agreement with, or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to (other than as required by law) to, any current employee or former employee of the Company or its subsidiaries Subsidiaries (any such personPerson, hereinafter, an "“Employee"”), other than as required under law, (jx) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (kxi) any material agreement that contains a "“most favored nation" clause” clause or other term providing preferential pricing or treatment to a third party, (lxii) any agreement material agreement to the Company pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (mxiii) any material agreements pursuant to which the Company or any of its subsidiaries Subsidiaries leases any real property, (xiv) any contract or agreement material to the Company providing for the outsourcing or provision of servicing of customers, technology or product offerings of the Company or its Subsidiaries, and (nxv) any contract or other agreement not made in the ordinary course of business consistent with past practice which (A) is material to the Company and its subsidiaries taken as a whole or (B) which would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations of the type described in clauses (a) through (n) being referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its term.the

Certain Contracts. Except as set forth in the exhibit index for the Company's Annual Report on Form 10-K for the year ended December 31, 2001 2003 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries Subsidiaries is a party to or bound by (ai) any agreement relating to the incurring of indebtedness Indebtedness (as defined in this Section 3.1(f)) by the Company or any of its subsidiaries (including sale and leaseback transaction Subsidiaries in an amount in excess in the aggregate of $2,100,000 and 250,000, including capitalized lease transactions and other similar financing transactions) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner that restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of IndebtednessINSTRUMENTS OF INDEBTEDNESS"), (bii) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ciii) any non-competition agreement or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any respect (iA) the ability of the Company or its businesses to solicit customers or (iiB) the manner in which, or the localities in which, all or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiariesSubsidiaries, is or would be conducted, (div) any agreement providing for the indemnification by the Company or a subsidiary Subsidiary of the Company of any person, other than customary agreements relating to the indemnity of directors, officers and employees of the Company or its subsidiariesPerson, (ev) any joint venture or partnership agreement, (fvi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries Subsidiaries to own or operate any business or own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract)business, (gvii) any contract or agreement providing for any material future (individually or in the aggregate) payments that are conditioned, in whole or in part, on a change of control of the Company or any of its subsidiariesSubsidiaries, (hviii) any collective bargaining agreement, (iix) any agreement with, or for the benefit of, any past or present director or officer of the Company under which the Company has a continuing obligation, whether fixed or contingent, and any employment agreement with, or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to (other than as required by law) to, any current employee or former employee of the Company or its subsidiaries Subsidiaries (any such personPerson, hereinafter, an "EmployeeEMPLOYEE"), other than as required under law, (jx) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (kxi) any material agreement that contains a "most favored nation" clauseclause or other term providing preferential pricing or treatment to a third party, (lxii) any agreement material agreement to the Company pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (mxiii) any material agreements pursuant to which the Company or any of its subsidiaries Subsidiaries leases any real property, (xiv) any contract or agreement material to the Company providing for the outsourcing or provision of servicing of customers, technology or product offerings of the Company or its Subsidiaries, and (nxv) any contract or other agreement not made in the ordinary course of business consistent with past practice which (A) is material to the Company and its subsidiaries taken as a whole or (B) which would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations of the type described in clauses (a) through (n) being referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its term.the

Certain Contracts. Except Schedule 3.1(1) lists, as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f) of the Company Disclosure Scheduledate hereof, neither each of the following contracts, agreements or arrangements to which the Company nor or any of its subsidiaries Subsidiaries is a party to or bound by which it is bound: (ai) any agreement relating to contract that involves payments greater than $50,000 and that, by its terms, does not terminate within one year after the incurring date of such contract and is not cancelable during such period without penalty or without payment, (ii) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor in amounts greater than $50,000 and any loans or guaranties of indebtedness made by the Company or any of its subsidiaries (including sale and leaseback transaction Subsidiaries to, or in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactions) including, without limitationfavor or, any such agreement which contains provisions which in any non-de-minimis manner restrictof their officers and directors, or may restrict, the conduct of business regardless of the issuer thereof as currently conducted amount (collectively, "Instruments it being understood that trade payables and guarantees of Indebtedness"indebtedness by the Company and its Subsidiaries to the Company and its Subsidiaries shall not be considered indebtedness for purposes of this provision), (biii) collective bargaining contracts, (iv) joint venture, partnership agreements or other similar agreements, (v) any "material contract" contract for the pending acquisition, directly or indirectly (by merger or otherwise), of any entity or business, if the acquisition price (including the assumption of any debt or liabilities) exceeds $50,000, (vi) leases for real property (whether as such term is defined in Item 601(b)(10) of Regulation S-K of the SEClessor or lessee), (cvii) any non-competition agreement or any other agreement or obligation which purports to limit in any respect arrangement that by its express terms (ix) the ability of limits or otherwise restricts the Company or any of its businesses to solicit customers Subsidiaries or any successor thereto or (iiy) would, after the manner in whichEffective Time, limit or the localities in which, all otherwise restrict Parent or any substantial portion of its Subsidiaries (including the Surviving Corporation), in each case, from engaging or competing in any line of business of material to the Company and its subsidiaries, Subsidiaries (taken as a whole), or, following consummation of or the transactions contemplated by this Agreement, Parent and its subsidiariesSubsidiaries(taken as a whole), is or would be conductedas applicable, (dvii) any agreement providing for the indemnification by the Company or a subsidiary of the Company of any person, other than customary employment agreements relating to the indemnity of directors, officers and employees of the Company or its subsidiariesconsulting agreements, (eviii) any joint venture shareholder or partnership agreementstockholder agreements, (fix) agreements or commitments with any agreement that grants any right of first refusal officer or right of first offer or similar right or that limits or purports to limit the ability director of the Company or any of its subsidiaries to ownSubsidiaries, operateor any with any Person who owns more than three percent (3%) of the issued and outstanding Company Voting Common Stock or Company Non-Voting Common Stock (collectively, sellthe "Material Contracts"). Except as disclosed in Schedule 3.1(l), transfer, pledge or otherwise dispose of any material amount of assets or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract), (g) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control best of the Company or any of its subsidiaries, (h) any collective bargaining agreement, (i) any employment agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company or any of its subsidiaries leases any real property, and (n) any contract or other agreement not made in the ordinary course of business which is material to the Company Company's and its subsidiaries taken as a whole or which would reasonably be expected to materially delay the consummation Subsidiaries knowledge, all of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations of the type described in clauses (a) through (n) being commitments referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiaryin this Section 3.1(l) and, to the knowledge of the Company, any other party thereto and is are in full force and effect. Neither , neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows ofSubsidiaries is, or has received any written notice ofthat any other party is, any violation in default (or would be in default under (nor, to but for the knowledge of the Company, does there exist any condition which with the passage lapse of time or the giving of notice or both would result both) in such a violation or default under) any Company Material Contract by respect under any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth , except for those defaults which would not reasonably be expected to have, individually or in Section 3.1(f) the aggregate, a Material Adverse Effect on the Company, and the consummation of the Company Disclosure Schedule, there are no provisions in Merger will not constitute an event of default under any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its termMaterial Contracts.

Certain Contracts. Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f3.1(r) of the Company Disclosure ScheduleLetter sets forth a true and correct list of each contract, neither arrangement, lease, license, commitment or understanding to which the Company nor any of its subsidiaries or a Company Subsidiary is a party to or is bound by (ai) any agreement relating to the incurring of indebtedness by the Company or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactions) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (b) any "that is a “material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), ; (cii) any non-competition agreement that contains covenants that limit or any other agreement or obligation which purports to limit in any respect (i) restrict the ability of the Company or any Company Subsidiary (or which, following the consummation of the Merger, could restrict the ability of the Surviving Corporation or any of its businesses affiliates) to (A) engage in any type of business, (B) compete in any business or with any person or in any geographic area or distribution or sales channel, or (C) solicit customers or sell, supply or distribute any service or product; (iiiii) that would prohibit or materially delay the manner in which, or consummation of the localities in which, all Merger or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is or would be conducted, ; (div) any agreement providing for the indemnification by the Company or a subsidiary of the Company of any person, other than customary agreements relating that relates to the indemnity incurring of directors, officers and employees of the Company or its subsidiaries, (e) any joint venture or partnership agreement, (f) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of indebtedness for borrowed money by the Company or any of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose the Company Subsidiaries in excess of any material amount of assets or business $1,000,000; (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business v) that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract), (g) any contract or agreement providing provides for any material future payments that are conditioned, in whole or in part, on a change of control of the Company or any of its subsidiaries, Company Subsidiary; (hvi) any collective bargaining agreement, (i) any employment agreement or any agreement or arrangement that contains any is material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company or any of its subsidiaries leases the Company Subsidiaries, taken as a whole, pertaining to Intellectual Property Rights (excluding any real propertygenerally available, and off-the-shelf, click wrap, shrink wrap, non-custom or open source software programs licensed by the Company or any of the Company Subsidiaries); (nvii) entered into since September 30, 2008 with respect to the acquisition or divestiture of all or any contract portion of a business or other agreement (viii) that was not made entered into in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole involves or which would reasonably be expected to materially delay involve payments by or to the consummation of the Merger Company or any of the transactions contemplated Company Subsidiaries in excess of $250,000 annually or $500,000 in the aggregate over the term of the contract and that is not terminable within thirty (30) days of the Effective Time without payment by this Agreement the Company or the Company Subsidiaries (the agreements, contracts and obligations set forth in the exhibit index of the type described Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009 and the agreements, contracts and obligations listed in clauses (ai) through (nviii) being referred to herein as "“Company Material Contracts"Contract”). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary of the and any Company Subsidiary that is a party, such subsidiary) party thereto and, to the knowledge of the Company, any each other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries There is in breach or no default under any Company Material Contract. Neither Contract by the Company nor or any subsidiary of the Company knows of, or has received notice of, any violation or default under (norSubsidiary or, to the knowledge of the Company, does there exist by any condition which other party, and no event has occurred that with the passage lapse of time or the giving of notice or both would result in such constitute a violation default thereunder by the Company or default under) any Company Material Contract Subsidiary, or, to the knowledge of the Company, by any other party theretoparty, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Prior to the date hereofTrue, the Company has made available to Parent true correct and complete copies of all each Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be Contract have been made in the event of, the repayment of the outstanding indebtedness thereunder prior available to its termParent.

Certain Contracts. Except as set forth in the exhibit index for the Company's ’s Annual Report on Form 10-K for the year ended December 31, 2001 2005 or as permitted pursuant to Section 4.1 or as set forth on Section SECTION 3.1(f) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries Subsidiaries is a party to or bound by (ai) any agreement relating to the incurring of indebtedness Indebtedness (as defined in this Section 3.1(f)) by the Company or any of its subsidiaries (including sale and leaseback transaction Subsidiaries in an amount in excess in the aggregate of $2,100,000 and 100,000, including capitalized lease transactions and other similar financing transactions) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner that restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "“Instruments of Indebtedness"”), (bii) any "“material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) or any contract or other agreement that, if being entered into or amended as of the date hereof, would be subject to disclosure under Item 1.01 of Form 8-K of the SEC under the Exchange Act, (ciii) any non-competition agreement or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any respect (i) the ability of the Company and its Subsidiaries, taken as a whole, to (A) conduct its business as it is presently being conducted, (B) engage in any type or its businesses to activity or business, (C) solicit customers or to select vendors, suppliers or partners or (iiD) the manner in which, or the localities in which, conduct all or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiariesSubsidiaries, is in any location or would be conducted, in any manner; (div) any agreement providing for the indemnification of any Person by the Company or a subsidiary Subsidiary of the Company of any person, other than customary agreements relating to the indemnity of directors, officers and employees of the Company or its subsidiariesCompany, (ev) any joint venture or partnership agreement, (fvi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries Subsidiaries to own or operate any business or own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract)business, (gvii) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on on, or accelerated by, a change of control of the Company or any of its subsidiariesSubsidiaries, (hviii) any collective bargaining agreement, (iix) any agreement with, or for the benefit of, any past or present director or officer of the Company under which the Company has a continuing obligation, whether fixed or contingent, and any employment agreement with, or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to (other than as required by law) to, any current employee or former employee of the Company or its subsidiaries Subsidiaries (any such personPerson, hereinafter, an "“Employee"”), other than as required under law, (jx) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (kxi) any material agreement that contains a "“most favored nation" clause” clause or other term providing preferential pricing or treatment to a third party, (lxii) any agreement material agreement to the Company pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (mxiii) any material agreements pursuant to which the Company or any of its subsidiaries Subsidiaries leases any real property, and (nxiv) any contract or other agreement not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole providing for the outsourcing or which would reasonably be expected to materially delay the consummation provision of the Merger or any servicing of the transactions contemplated by this Agreement (the agreements, contracts and obligations of the type described in clauses (a) through (n) being referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its term.customers,

Certain Contracts. (a) Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f3.13(a) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (awhether written or oral) any agreement relating to the incurring of indebtedness by the Company or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactionsi) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (b) any "is a “material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (cii) any which contains a non-competition agreement compete or client, customer or employee non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by the Company or obligation which purports to limit in any respect (i) of its Subsidiaries or upon consummation of the Merger will so restrict the ability of the Company or its businesses to solicit customers or (ii) the manner in which, or the localities in which, all Surviving Corporation or any substantial portion of the business its affiliates to engage in such activities, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) other than (x) extensions of credit, (y) other banking products offered by the Company and its subsidiariesSubsidiaries or (z) derivatives (in the case of each of sub-clauses (x) through (z), taken as a wholeentered into in the ordinary course of business), or, following consummation that creates future aggregate payment obligations in excess of the transactions contemplated $1,000,000 and that by this Agreement, Parent and its subsidiaries, terms does not terminate or is not terminable without penalty upon notice of 60 days or would be conductedless, (dv) any agreement providing for that relates to the indemnification incurrence of indebtedness by the Company or a subsidiary any of its Subsidiaries or the Company guaranty of any person, indebtedness of third parties (other than customary deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements relating to repurchase, in each case incurred in the indemnity ordinary course of directors, officers and employees business) with a principal amount in excess of the Company or its subsidiaries$10,000,000, (evi) any joint venture or partnership agreement, (f) any agreement that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits or purports to limit the ability properties of the Company or any of its subsidiaries Subsidiaries, (vii) that is material and obligates the Company or any of its Subsidiaries, or following the Closing, will obligate the Surviving Corporation or any of its affiliates, to ownconduct business with any third party on a preferential or exclusive basis or that contains “most favored nation” or similar covenants, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (viii) other than in connection with securitization or financing transactions or contracts that entered into in the ordinary course of business consistent with past practice (including acquisition or disposition of blocks or pools of loans in the ordinary course of business), that require that relates to the particular transactions acquisition or disposition of any assets or any business for a purchase price in excess of $20,000,000 (whether by merger, sale of stock, sale of assets or otherwise) and with any outstanding obligations as of the date of this Agreement that are the subject thereof to be conducted with the counterparty or counterparties material to the contract)Company and its Subsidiaries, taken as a whole, (gix) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change limits the payment of control of dividends by the Company or any of its subsidiariesSubsidiaries, (hx) any collective bargaining agreement, (i) any employment agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company or any of its subsidiaries leases any real property, and (n) any contract or other agreement not made in the ordinary course of business which is material to the Company and its subsidiaries Subsidiaries, taken as a whole whole, or which (xi) that would reasonably be expected require any affiliate of Parent, other than the Surviving Corporation and its Subsidiaries, to materially delay the consummation of the Merger purchase or acquire any of the transactions contemplated by this Agreement (the agreementsgoods or services. Each contract, contracts and obligations arrangement, commitment or understanding of the type described in clauses this Section 3.13(a) in existence as of the date hereof (a) through (n) being excluding any Company Benefit Plan), whether or not set forth in the Company Disclosure Schedule, is referred to herein as "a “Company Material Contracts"). Each Company Material Contract is valid and binding on the Company Contract” (orprovided that, to the extent a subsidiary for purposes of the first sentence of Section 3.13(b) and the first reference to that term in Section 5.2(e), the term “Company is a party, such subsidiary) and, to the knowledge Contract” will include any of the Company, any other party thereto above entered into after the date hereof that would have been a Company Contract if it had been in existence as of the date hereof) and is in full force and effect. Neither neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company Subsidiaries knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract above by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Scheduleother parties thereto which would reasonably be expected to have, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, either individually or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event ofaggregate, a Material Adverse Effect on the repayment of the outstanding indebtedness thereunder prior to its termCompany.

Certain Contracts. (a) Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f3.13(a) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (awhether written or oral) any agreement relating to the incurring of indebtedness by the Company or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactionsi) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (b) any "is a “material contract" ” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (cii) any which contains a non-competition agreement compete or client, customer or employee non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by the Company or obligation which purports to limit in any respect (i) of its Subsidiaries or upon consummation of the Merger will so restrict the ability of the Company or its businesses to solicit customers or (ii) the manner in which, or the localities in which, all Surviving Corporation or any substantial portion of the business its affiliates to engage in such activities, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) other than (A) extensions of credit, (B) other banking products offered by the Company and its subsidiariesSubsidiaries or (C) derivatives (in the case of each of sub-clauses (A) through (C), taken as a wholeentered into in the ordinary course of business), or, following consummation that creates future aggregate payment obligations in excess of the transactions contemplated $500,000 and that by this Agreement, Parent and its subsidiaries, terms does not terminate or is not terminable without penalty upon notice of 60 days or would be conductedless, (dv) any agreement providing for that relates to the indemnification incurrence of indebtedness by the Company or a subsidiary any of its Subsidiaries or the Company guaranty of any person, indebtedness of third parties (other than customary deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements relating to repurchase, in each case incurred in the indemnity ordinary course of directors, officers and employees business) with a principal amount in excess of the Company or its subsidiaries$500,000, (evi) any joint venture or partnership agreement, (f) any agreement that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits or purports to limit the ability properties of the Company or any of its subsidiaries Subsidiaries, (vii) that is material and obligates the Company or any of its Subsidiaries, or following the Closing, will obligate the Surviving Corporation or any of its affiliates, to ownconduct business with any third party on a preferential or exclusive basis or that contains “most favored nation” or similar covenants, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (viii) other than in connection with securitization or financing transactions or contracts that entered into in the ordinary course of business consistent with past practice (including acquisition or disposition of blocks or pools of loans in the ordinary course of business), that require that relates to the particular transactions acquisition or disposition of any assets or any business for a purchase price in excess of $100,000 (whether by merger, sale of stock, sale of assets or otherwise) and with any outstanding obligations as of the date of this Agreement that are the subject thereof to be conducted with the counterparty or counterparties material to the contract)Company and its Subsidiaries, taken as a whole, (gix) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change limits the payment of control of dividends by the Company or any of its subsidiariesSubsidiaries, (hx) any collective bargaining agreement, (i) any employment agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company or any of its subsidiaries leases any real property, and (n) any contract or other agreement not made in the ordinary course of business which is material to the Company and its subsidiaries Subsidiaries, taken as a whole whole, or which (xi) that would reasonably be expected require any affiliate of Parent, other than the Surviving Corporation and its Subsidiaries, to materially delay the consummation of the Merger purchase or acquire any of the transactions contemplated by this Agreement (the agreementsgoods or services. Each contract, contracts and obligations arrangement, commitment or understanding of the type described in clauses (athis Section 3.13(a) through (n) being referred to herein in existence as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under date hereof (excluding any Company Material Contract. Neither the Company nor any subsidiary of the Company knows ofBenefit Plan), whether or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as not set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions is referred to herein as a “Company Contract” (provided that, for purposes of the first sentence of Section 3.13(b) and the first reference to that term in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event ofSection 5.2(e), the repayment term “Company Contract” will include any of the outstanding indebtedness thereunder prior to its termabove entered into after the date hereof that would have been a Company Contract if it had been in existence as of the date hereof).

Certain Contracts. (a) Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f4.15(a) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries Subsidiaries is a party to or bound by any contract (awhether written or oral) any agreement relating (i) with respect to the incurring service of indebtedness any directors, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, the Company, or any of their respective Subsidiaries to any officer, director, employee, agent or consultant of the Company or any of its subsidiaries Subsidiaries, (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactionsiii) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business as of the issuer thereof as currently conducted (collectively, "Instruments date of Indebtedness"), (b) any "this Agreement is a material contract" contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed in whole or part after the date of this Agreement, (civ) which is a consulting agreement (including data processing, software programming and licensing contracts) involving the payment of more than $20,000 per annum in the case of any non-competition one such agreement or $50,000 in total payments in the case of any one such agreement, (v) which materially restricts the conduct of any line of business by the Company or any of its Subsidiaries, (vi) that contains any noncompetition or exclusive dealing agreements or other agreement or obligation which that purports to materially limit or restrict in any respect (i) the ability of the Company or its businesses to solicit customers or (ii) the manner in which, or the localities in which, all or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is or would be conducted, (d) any agreement providing for the indemnification by the Company or a subsidiary of the Company of any person, other than customary agreements relating to the indemnity of directors, officers and employees of the Company or its subsidiaries, (e) any joint venture or partnership agreement, (f) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries Subsidiaries to owncompete in any line of business or with any person or entity or in any geographic area or which grants any right of first refusal, operateright of first offer or similar right; (vii) any contract for, sellwith respect to, transferor that contemplates, pledge a possible merger, consolidation, reorganization, recapitalization or otherwise dispose other business combination, or asset sale or sale of equity securities with respect to the Company or any of its Subsidiaries; (viii) any contract relating to the borrowing of money by the Company or any of its Subsidiaries or the guarantee by the Company or any of its Subsidiaries of any material amount such obligation of assets or business a third party (other than in connection with securitization or financing transactions or deposit liabilities and Federal Home Loan Bank borrowings, contracts entered into pertaining to fully-secured repurchase agreements and contracts relating to endorsements for payment, guarantees and letters of credit made in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted consistent with the counterparty or counterparties to the contractpast practice), including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (gix) any contract that involves expenditures or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control receipts of the Company or any of its subsidiaries, Subsidiaries in excess of $50,000 per year (h) any collective bargaining agreement, (i) any employment agreement other than pursuant to loans originated or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of purchased by the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company or any of its subsidiaries leases any real property, and (n) any contract or other agreement not made Bank in the ordinary course of business which is material consistent with past practice); (x) any contract (other than a Plan) with respect to the Company and its subsidiaries taken as employment or compensation of any officers or directors; (xi) any contract containing a whole “most favored nations” clause or which would reasonably be expected other similar term providing preferential pricing or treatment to materially delay a party; (xii) any contract relating to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or relating to the consummation formation, creation or operation, management or control of the Merger any partnership, limited liability company or joint venture, in each case with any third parties, or any contract which limits payments of the transactions contemplated by this dividends and (xiii) any Regulatory Agreement (the agreements, contracts and obligations as defined in Section 4.16). Each contract of the type described in clauses (a) through (n) being referred to herein as "Company Material Contracts"this Section 4.15(a). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach whether or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as not set forth in Section 3.1(f4.15(a) of the Company Disclosure Schedule, there are no provisions in any Instrument is referred to herein as a “Company Contract.” The Company has previously made available to Parent true and correct copies of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment each contract of the outstanding indebtedness thereunder prior to its termtype described in this Section 4.15(a).

Certain Contracts. Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f(a) As of the Company Disclosure Scheduledate hereof, neither the Company nor any of its subsidiaries Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (awhether written or oral) any agreement relating to the incurring of indebtedness by the Company or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactionsi) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (b) any "is a material contract" contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)SEC or required to be disclosed by the Company on a Current Report on Form 8-K) to be performed in whole or in part after the date of this Agreement, (cii) any non-competition agreement or any other agreement or obligation which purports to limit in any respect (i) limits the ability freedom of the Company or any of its businesses Subsidiaries to solicit customers compete in any line of business, in any geographic area or (ii) the manner in whichwith any person, or to use the localities in which, all name Financial Federal Corporation or any substantial portion variant thereof, or which requires referrals of the business of or requires the Company and or any of its subsidiaries, taken as Subsidiaries to make available investment opportunities to any person on a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is priority or would be conductedexclusive basis, (diii) any agreement providing for which relates to the indemnification incurrence of indebtedness by the Company or a subsidiary any of the Company of its Subsidiaries, including any personsale and leaseback transactions, capitalized leases and other than customary agreements relating to the indemnity of directors, officers and employees of the Company or its subsidiariessimilar financing transactions, (eiv) any joint venture or partnership agreement, (f) any agreement that which grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits or purports to limit the ability properties of the Company or any of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract)Subsidiaries, (gv) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change which limits the payment of control of dividends by the Company or any of its subsidiariesSubsidiaries, (hvi) any collective bargaining agreementwhich relates to a joint venture, (i) any employment partnership, limited liability company agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships agreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with respect to lines of businessany third parties, (kvii) any which relates to an acquisition, divestiture, merger or similar transaction and which contains material agreement representations, covenants, indemnities or other obligations (including indemnification, "earn-out" or other contingent obligations) that contains a "most favored nation" clauseare still in effect, (lviii) any which provides for material agreement pertaining payments to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which be made by the Company or any of its subsidiaries leases Subsidiaries upon a change in control thereof, (ix) which is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $500,000 per annum (other than any real property, and (n) such contracts which are terminable by the Company or its applicable Subsidiary on 60 days or less notice without any contract required payment or other agreement not made in conditions (other than the ordinary course condition of business notice)), (x) which is material to the Company and its subsidiaries taken as a whole or which would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations not of the type described in clauses (ai) through (nix) being referred above and which involved payments by, or to, the Company or any of its Subsidiaries in fiscal year ended July 31, 2009, or which could reasonably be expected to herein involve such payments during fiscal year ending July 31, 2010, of more than $500,000 (other than pursuant to Finance Receivables), or (xi) which relates to material Proprietary Rights (as "Company Material Contracts"defined in Section 4.21) (including permitting the use of the name Financial Federal Corporation or any variant thereof). Each Company Material Contract is valid and binding on contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not publicly disclosed in the Company (orReports filed since January 1, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto 2009 and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior prior to the date hereof, the is referred to herein as a "Company Contract". The Company has made available to Parent true Acquiror true, correct and complete copies of all each written Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its termContract.

Certain Contracts. Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f) of the Company Disclosure Schedule, neither Neither the Company nor any of its subsidiaries is a party to or bound by or otherwise subject to (a) any agreement agreement, arrangement, commitment or understanding relating to the incurring of indebtedness by the Company or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 250,000 and including capitalized lease transactions and other similar financing transactions) including, without limitation, any such agreement agreement, arrangement, commitment or understanding which contains provisions which in any non-de-de minimis manner restrict, or may restrict, the conduct of business of as presently conducted by the issuer thereof as currently conducted or borrower, guarantor or obligor thereunder (collectively, "Instruments of Indebtedness"), (b) any "material contract" (as such term is defined in Item 601(b)(10601 (b) (10) of Regulation S-K of the SEC), (c) any non-competition agreement or any other agreement or obligation which purports to restrict or limit in any respect (i) the ability of the Company or its businesses subsidiaries to solicit customers or (ii) the manner in which, or the localities in which, all or any substantial material portion of the business of the Company and its subsidiaries, taken as a whole, whole or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is or would be conducted, (d) any agreement providing for the indemnification or surety by the Company or a subsidiary of the Company of any person, other than customary agreements relating to the indemnity indemnification of directors, directors or officers and employees of the Company or its subsidiaries, (e) any strategic alliance, revenue sharing joint venture or partnership agreement, (f) any agreement that grants any right of first or last refusal or right of first or last offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract)business, (g) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of the Company or any of its subsidiaries, (h) any collective bargaining agreement, (i) any employment agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting of any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (mk) any material agreements pursuant to which the Company or any of its subsidiaries leases or uses any real property, and (nl) any contract or other agreement not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole or which reasonably would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations of the type described in clauses (a) through (nl) being referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on and enforceable against the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any each other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there There are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principalinterest) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its term.

Certain Contracts. (a) Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f4.14(a) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries Subsidiaries is a party to or is bound by any contract, agreement, mortgage, pledge, arrangement, commitment or understanding (awhether written or oral) any agreement relating to the incurring of indebtedness by the Company or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactionsi) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (b) any "is a material contract" contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)) to be performed after the date of this Agreement, (cii) any non-competition agreement which limits, curtails or any other agreement or obligation which purports to limit in any respect (i) restricts the ability rights of the Company or any of its businesses Subsidiaries (either individually or together with the Company’s Affiliates) to solicit customers compete in any line of business in any geographic area or (ii) the manner in whichwith any Person, or which requires exclusive referrals of business or requires the localities in which, all Company or any substantial portion of its Subsidiaries to offer specified products or services to their customers on a priority or exclusive basis, (iii) with any director, executive officer (as defined in Item 402 of Regulation S-K of the business SEC) or Affiliate of the Company and its subsidiaries, taken as a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is or would be conductedCompany, (div) with or to a labor union or guild (including any agreement providing collective bargaining agreement), (v) which relates to the incurrence of indebtedness for borrowed money (other than sales of securities subject to repurchase, in each case in the indemnification ordinary course of business) by the Company or a subsidiary any of the Company of its Subsidiaries or any person, other than customary agreements relating contract or instrument pursuant to the indemnity of directors, officers and employees of which indebtedness for borrowed money may be incurred or is guaranteed by the Company or any of its subsidiariesSubsidiaries, (evi) any joint venture or partnership agreement, (f) any agreement that which grants any Person a Lien, right of first refusal or refusal, right of first offer or similar right with respect to any material properties, assets or that limits businesses of the Company or purports to limit its Subsidiaries, (vii) evidencing financial hedging or similar trading activities, (viii) which concerns the ability voting of capital stock or other equity, other than the Voting Agreement and the Amended and Restated Stockholders Agreement dated June 18, 2001 between the Company and Hearst, (ix) which involves the purchase or sale of assets with a purchase price of $500,000 or more in any single case or $2,000,000 in all such cases, other than purchases and sales in the ordinary course of business, (x) which are standstill or similar agreements restricting the Company from acquiring the securities of, soliciting proxies respecting, or affecting the control, of any Person (other than confidentiality agreements entered into in connection with the “Project Galaxy” solicitation process), (xi) with any Governmental Entity involving $75,000 or more in any single case or $500,000 in all such cases, (xii) which involved payments by the Company or any of its subsidiaries Subsidiaries in fiscal year 2005 of more than $2,500,000 or which could reasonably be expected to own, operate, sell, transfer, pledge or otherwise dispose involve payments during fiscal year 2006 of any material amount of assets or business (more than $2,500,000 other than any such contract that is terminable at will on sixty (60) days or less notice without payment of a penalty in connection with securitization or financing transactions or contracts excess of $2,500,000, other than any contract entered into in on or after the ordinary course date hereof that is permitted under the provisions of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty Section 6.2, or counterparties to the contract), (gxiii) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of which commit the Company or any of its subsidiaries, (h) any collective bargaining agreement, (i) any employment agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations Subsidiaries to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company or any of its subsidiaries leases any real property, and (n) any contract or other agreement not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole or which would reasonably be expected to materially delay the consummation of the Merger or enter into any of the transactions contemplated by this Agreement (the agreementsforegoing. Each contract, contracts and obligations agreement, mortgage, pledge, arrangement, commitment or understanding of the type described in clauses (a) through (n) being referred this Section 4.14(a), whether or not filed in or disclosed as an exhibit to herein as "a Filed Company Material Contracts"). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach SEC Document or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f4.14(a) of the Company Disclosure Schedule, there are no provisions is referred to herein as a “Company Contract.” The Company has heretofore provided or made available to Parent complete and correct copies of each Company Contract in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment existence as of the outstanding indebtedness thereunder prior to its termdate hereof together with any and all amendments thereto.

Certain Contracts. Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f(i) of the Company Disclosure Schedule, neither Neither the Company nor any of its subsidiaries is a party to or bound by (ai) any agreement relating to the incurring of indebtedness by the Company or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactions) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness")indebtedness, (bii) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ciii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect (i) the ability of the Company or its businesses to solicit customers or (ii) the manner in which, or the localities in which, all or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is or would be conducted, (div) any agreement providing for the indemnification by the Company or a subsidiary of the Company of any person, other than customary agreements relating to except an agreement entered into in the indemnity ordinary course of directors, officers and employees of the Company or its subsidiariesbusiness, (ev) any joint venture venture, partnership or partnership similar document or agreement, (fvi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount assets having an aggregate value in excess of assets or business $1,000,000 (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contracttransactions), (gvii) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of control of the Company or any of its subsidiaries, (hviii) any collective bargaining agreement, (iix) any employment agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries a Key Employee (any such person, hereinafter, an "Employee"as defined herein), other than as required under law, (jx) any agreement regarding any agent bank or other similar relationships with respect to lines of businessresort affiliation agreement, (kxi) any material agreement that contains a "most favored nation" clause, (lxii) any material management agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether between the Company is the licensee or licensor thereunderand each Association (as defined in Section 3.1(i) herein), (mxiii) any material agreements pursuant to which marketing alliance agreement involving a strategic corporate relation- ship that requires payment of at least $1,000,000 thereunder by the Company or any of its subsidiaries leases any real property, and or which is not cancellable by either party thereto on 30 days' notice or (nxiv) any contract or other agreement not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole or which would reasonably be expected to materially prohibit or delay the consummation of the Merger or any of the transactions contemplated by this Agreement and the Stock Option Agreement (the agreements, contracts and obligations of the type described in clauses (ai) through (nxiii) being referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in a material breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any material violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any the other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its term.

Certain Contracts. (a) Except as set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.1 or as set forth on Section 3.1(f3.13(a) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (awhether written or oral) any agreement relating to the incurring of indebtedness by the Company or any of its subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactionsi) including, without limitation, any such agreement which contains provisions which in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "Instruments of Indebtedness"), (b) any is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (cii) any which contains a non-competition agreement compete or client or customer non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by the Company or obligation which purports to limit in any respect (i) of its Subsidiaries, or upon consummation of the Merger will restrict the ability of the Company or its businesses to solicit customers or (ii) the manner in which, or the localities in which, all Surviving Corporation or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is or would be conductedSubsidiaries to engage in such activities, (diii) with or to a labor union or guild (including any agreement providing for collective bargaining agreement), (iv) that relates to the indemnification incurrence of indebtedness by the Company or a subsidiary any of its Subsidiaries, or the Company guaranty of any person, other than customary agreements relating to the indemnity indebtedness of directors, officers and employees of others by the Company or any of its subsidiariesSubsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice, or intercompany indebtedness) in the principal amount of $2,500,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (ev) any joint venture or partnership agreement, (f) any agreement that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries, taken as a whole or (vi) that limits is a vendor agreement or purports to limit joint marketing agreement, including any consulting agreement, data processing, software programming or licensing contract, involving (A) the ability payment of more than $150,000 over the remaining term of the agreement (other than any such contracts which are terminable by the Company or any of its subsidiaries to ownSubsidiaries on ninety (90) days' or less notice without any required payment or other conditions, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (other than the condition of notice) or (B) the payment of more than $150,000 payable as a result of the termination of the agreement or the consummation of the Merger. Each contract, arrangement, commitment or understanding of the type described in connection with securitization this Section 3.13(a) (excluding any Company Benefit Plan), whether or financing transactions or contracts entered into not set forth in the ordinary course of business that require that the particular transactions that are the subject thereof Company Disclosure Schedule, is referred to be conducted with the counterparty or counterparties to the contract), (g) any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on herein as a change of control of "Company Contract," and neither the Company or nor any of its subsidiariesSubsidiaries has received written, (h) or to the Company's knowledge, oral notice of any collective bargaining agreement, (i) violation of any employment agreement or Company Contract by any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any current or former employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (j) any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether the Company is the licensee or licensor thereunder, (m) any material agreements pursuant to which the Company or any of its subsidiaries leases any real property, and (n) any contract or other agreement not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole or parties thereto which would reasonably be expected to materially delay have, either individually or in the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreementsaggregate, contracts and obligations of the type described in clauses (a) through (n) being referred to herein as "Company a Material Contracts"). Each Company Material Contract is valid and binding Adverse Effect on the Company (or, to the extent a subsidiary of the Company is a party, such subsidiary) and, to the knowledge of the Company, any other party thereto and is in full force and effect. Neither the Company nor any of its subsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, the Company has made available to Parent true and complete copies of all Company Material Contracts. Except as set forth in Section 3.1(f) of the Company Disclosure Schedule, there are no provisions in any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the outstanding indebtedness thereunder prior to its term.