Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party.

Acquisition Proposals. Except as contemplated hereby, the Company shall not (a) Each party agrees that it will not, and will shall use reasonable efforts to cause each of its Subsidiaries and its and their respective officers, directorsdirectors and employees and any investment banker, employeesattorney, agentsaccountant, advisors and representatives (collectively, “Representatives”) or other agent retained by it not to) initiate, solicit or encourage, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries take any action to facilitate, the making of, or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with or discussions concerning, any person concerning proposal or offer to acquire all or any significant part of the business and properties or capital stock of the Company, whether by merger, purchase of assets, tender offer or otherwise (an "Acquisition Proposal"), (iii) or provide any confidential or nonpublic non-public information or data to, or have or participate in any discussions with, any person relating concerning the Company to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) third party in connection with or relating to any an Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party The Company shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party parties conducted heretofore with respect to any of the foregoing. In the event the Company receives an Acquisition Proposal. Each party will , it shall, subject to any confidentiality obligations imposed upon the Company in connection with such Acquisition Proposal, promptly (and in any event within twenty-four (24) 24 hours) advise inform Parent as to the other party following receipt of any thereof. Notwithstanding the foregoing, nothing shall prohibit the Company from (a) furnishing information to, participating in discussions and negotiations directly or through its representatives or entering into an agreement relating to an Acquisition Proposal with, any third party (including parties with whom the Company or its representatives have had discussions on any inquiry basis on or prior to the date hereof) who makes an unsolicited proposal or offer to the Company or makes an unsolicited request for non-public information about the Company (pursuant to appropriate confidentiality agreements), which could reasonably proposal, offer or request did not result from a breach of the first sentence of this Section 5.7, if the Company Board determines in good faith, after receiving advice from its financial advisors and independent legal counsel at a meeting of the Company Board, that such action is required for the Company Board to comply with its fiduciary duties under applicable law, (b) taking and disclosing to its stockholders any position, and making related filings with the SEC, as required by Rules l4e-2 and 14d-9 under the Exchange Act with respect to any tender offer or (c) taking any action and making any disclosure which the Company Board determines, after receiving advice from its financial advisors and independent legal counsel at a meeting of the Company Board, is required to be expected taken or made under applicable law (including, without limitation, laws relating to lead the fiduciary duties of directors), provided that at least 48 hours prior to the entry into or announcement of an intention to enter into a definitive agreement with respect to an Acquisition Proposal, the Company shall have provided written notice to Parent advising Parent of its intention to enter into a definitive agreement with respect to an Acquisition Proposal and specifying the substance thereof (including the material terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party.

Acquisition Proposals. (a) Each party agrees that it will Except as provided in this Section 6.2(a) and in Section 6.2(d), the Company shall not (and shall cause the Company Subsidiaries to not), and will shall take such reasonable actions to cause (and shall cause the Company Subsidiaries to take such reasonable actions to cause) each of its Subsidiaries and its and their respective Company Entity’s officers, directors, employeesinvestment bankers, attorneys, accountants, financial advisors, agents, advisors and other representatives (collectively, the “Representatives”) not to, directly or indirectly, (i) directly or indirectly initiate, solicit, knowingly encourage encourage, or knowingly facilitate (including by way of furnishing non-public information) any inquiries with respect to, or proposals the making or submission of, any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, or (ii) participate or engage in discussions or negotiations with, furnish any non-public information or data relating to any Company Entity or any Company Asset to, or provide access to the properties, books or records of any Company Entity to, any Person that has made an Acquisition Proposal or in contemplation of an Acquisition Proposal. Notwithstanding the immediately foregoing sentence, at any time prior to obtaining the Company Required Vote, the Company and the Company’s Board are permitted to take any actions described in clause (ii) of this Section 6.2(a) with respect to a third party if (w) the Company has received a written Acquisition Proposal from such third party (and such Acquisition Proposal did not result from a breach of this Section 6.2(a), whether by any Company Entity or any Representative (as if all Company Entities and Representatives were bound by this Section 6.2(a))), (x) the Company gives the Parent the notice required by Section 6.2(e), (y) after receiving the advice of its financial advisors, the Company’s Board determines in good faith that such proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (z) the Company’s Board determines in good faith, after consultation with its outside legal counsel, that the failure to participate in such negotiations or discussions or to furnish such information or data to such third party is likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law; except that (1) the Company shall not deliver any non-public information to such third party without first entering into a confidentiality agreement with such third party on terms no less favorable to the Company than those contained in the Confidentiality Agreement (any such confidentiality agreement with such third party, an “Acceptable Confidentiality Agreement”) and (2) subject to applicable Law, the Company shall make available to the Parent any non-public information concerning any Company Entity that is made available to any other Person or group in connection with any actual or potential Acquisition Proposal that was not previously made available to the Parent, contemporaneously with the delivery of such information to (or as promptly as practicable after such information is delivered to) such Person. Nothing contained in this Section 6.2 will prohibit the Company or the Company’s Board from taking and disclosing to the Company’s stockholders a position with respect to an Acquisition Proposal pursuant to Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law, including the Company Board’s fiduciary duties; except that compliance with such rules will not permit the Company to make an Adverse Recommendation Change other than in accordance with Section 6.2(d). (b) Except as provided in Section 6.2(d) and in Section 6.2(g), each of the Company, the Company’s Board, and each Company Board Committee shall not (i) withdraw or withhold (or amend or modify in a manner adverse to any Buyer Entity), or publicly propose to withdraw or withhold (or amend or modify in a manner adverse to any Buyer Entity), the approval, recommendation, or declaration of advisability by the Company’s Board or any Company Board Committee of this Agreement, the Merger, or any Transactions, (ii) recommend, adopt, or approve, or propose publicly to recommend, adopt, or approve, any Acquisition Proposal (any action described in the immediately foregoing clauses (i) or (ii), an “Adverse Recommendation Change”). (c) Except as provided in Section 6.2(d), the Company shall not (and shall cause the Company Subsidiaries to not), and shall take reasonable actions to cause (and shall cause the Company Subsidiaries to take reasonable actions to cause) each Company Entity’s Representatives not to, execute or enter into any Contract (including any merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement), or any letter of intent, term sheet, memorandum of understanding, or agreement in principle, (i) relating to or that could reasonably be expected to lead to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement in circumstances contemplated in the penultimate sentence of Section 6.2(a)), or (ii) requiring the Company to abandon, terminate, or fail to consummate the Merger or any of the Transactions. (d) Notwithstanding the foregoing set forth in this Section 6.2, at any time prior to obtaining the Company Required Vote, and subject to the Company’s compliance at all times with the provisions of this Section 6.2 and Section 6.4(a), with respect to an Acquisition Proposal, the Company’s Board is permitted to make an Adverse Recommendation Change if (i) a written Acquisition Proposal (that did not result from a breach of Section 6.2(a), whether by any Company Entity or any Representative (as if all Company Entities and Representatives were bound by this Section 6.2(d))) is made to the Company by a third party, and such Acquisition Proposal is not withdrawn, (ii) the Company’s Board determines in good faith after consultation with its legal and financial advisors that such Acquisition Proposal constitutes a Superior Proposal, (iii) the Company’s Board determines in good faith, after consultation with its outside legal counsel, that the failure to make such an Adverse Recommendation Change is likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law, (iv) subject to compliance with applicable Law, the Company provides the Parent three Business Days’ prior written notice of the Company’s intention to make an Adverse Recommendation Change because of such Acquisition Proposal (such notice, a “Notice of Acquisition Proposal”), it being understood that a Notice of Acquisition Proposal does not in itself institute an Adverse Recommendation Change for purposes hereof, which notice must include the information with respect to such Acquisition Proposal that is specified in Section 6.2(e); except that, if there are any material revisions to the Acquisition Proposal (relative to the terms of the Acquisition Proposal as set forth in the Notice of Acquisition Proposal as provided to the Parent), then the Company must provide to the Parent a new Notice of Acquisition Proposal and, if the Company has not made an Adverse Recommendation Change, and subject to compliance with applicable Law, an additional three Business Days following the provision of such new Notice of Acquisition Proposal, and (v) at the end of the three-Business Day period described in the immediately foregoing clause (iv) (including any extension of such period required thereunder), the Company Board again makes the determination in good faith after consultation with its outside legal counsel and financial advisors (and taking into account any adjustment or modification of the terms hereof that the Parent proposes) that the Acquisition Proposal constitutes a Superior Proposal and that the failure to make such Adverse Recommendation Change is likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law. If the Parent proposes to the Company any adjustment or modification of the terms hereof in response to a Notice of Acquisition Proposal, and such proposed adjustment or modification, if implemented, would reverse the determination of the Company Board that the Acquisition Proposal constituted a Superior Proposal, then the Company and Parent shall negotiate in good faith with the Parent to implement such adjustment or modification to the terms hereof and, upon implementation of such adjustment or modification, the Company Board shall not make an Adverse Recommendation Change (or, if already made, will reinstate its recommendation in favor of the Merger and this Agreement, as so adjusted or modified). (e) As promptly as practicable after receipt thereof (but in any event within 24 hours after the Company’s receipt thereof), the Company shall (i) advise Parent in writing of any request for non-public information or any Acquisition Proposal received from any Person, or any inquiry, discussions, or negotiations with respect to any Acquisition Proposal, and the material terms of such request, Acquisition Proposal, inquiry, discussions, or negotiations, and (ii) engage or participate promptly provide to Parent a detailed, written summary of all of the material terms, provisions, and other information set forth in any negotiations materials (including any draft agreements) that the Company receives in connection with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsor, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding at the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of WebsterCompany’s election, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisorscopy thereof) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person Person or group making any such request, Acquisition Proposal, or inquiry or with whom any discussions or negotiations are taking place. The Company shall keep the Parent reasonably informed of the status of any Acquisition Proposals (including disclosing to the Parent the identity of the parties, the price involved, and any material changes to any terms thereof and providing to the Parent detailed, written summaries of all of the material terms, provisions, or other information set forth in any amended or additional documents received from or provided to any Person with respect to such Acquisition Proposal). The Company shall not release any third party from, will provide or waive any provisions of, any confidentiality or standstill agreement to which the other Company is a party with an unredacted copy of and shall use its reasonable efforts to enforce any such Acquisition Proposal and any draft agreements, proposals or other materials received from agreement at the request of or on behalf of the person making such inquiry Parent. (f) Immediately after the execution and delivery hereof, the Company shall (and shall cause the Company Subsidiaries to) instruct the Representatives to cease and terminate any existing activities, discussions, or negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal Proposal. The Company shall (i) take the necessary steps to promptly inform the Representatives involved in the Transactions of the obligations undertaken in Section 6.2(a) and (ii) request each Person who has heretofore executed a confidentiality agreement in connection with such inquiry Person’s consideration of acquiring the Company or any portion thereof to return or destroy (and certify such destruction in writing by an executive officer of such Person) all confidential information heretofore furnished to such Person by or on its behalf. (g) Nothing in this Agreement will prohibit or restrict the Company’s Board from effecting an Adverse Recommendation Change not involving or relating to an Acquisition ProposalProposal in response to a material adverse development or change in circumstances with respect to the Parent Business occurring or arising after the Signing Date, if (i) the Company’s Board determines in good faith after consultation with its outside legal counsel that not making such Adverse Recommendation Change is likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law (ii) subject to compliance with applicable Law, the Company provides the Parent three Business Days’ prior written notice of the Company’s intention to make public an Adverse Recommendation Change because of such material development or change in circumstances (such notice, a “Notice of Material Development”); and will keep that it is considering such a recommendation change and summarizing in reasonable detail the other party apprised reasons therefor; and (iii) at the end of the three-Business Day period described in the immediately foregoing clause (ii), the Company Board again makes the determination in good faith after consultation with its outside legal counsel and financial advisors (and taking into account any related developments, discussions and negotiations on a current basis, including any amendments to adjustment or revisions modification of the terms hereof that the Parent proposes in writing) that failure to make such an Adverse Recommendation Change is likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law. If the Parent proposes to the Company any adjustment or modification of the terms hereof in response to a Notice of Material Development, and such proposed adjustment or modification, if implemented, would reverse the determination of the Company Board that it make an Adverse Recommendation Change, then the Company and Parent shall negotiate in good faith (during a period not exceeding three Business days, unless otherwise mutually agreed) with respect to such adjustment or modification to the terms hereof and, upon implementation of such inquiry adjustment or Acquisition Proposal. Each party modification, the Company Board shall use not make an Adverse Recommendation Change (or, if already made, will reinstate its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any recommendation in favor of its Subsidiaries is a party in accordance with the terms thereof. As used in Merger and this Agreement, “Acquisition Proposal” means, with respect to Webster as so adjusted or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partymodified).

Acquisition Proposals. (a) Each party agrees that it will As of the date hereof, the Company shall terminate (and shall cause each Subsidiary to terminate) all direct and indirect negotiations and discussions with all other parties with respect to any Acquisition Proposal. (b) The Company shall not, and will cause each nor shall it authorize or permit any of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not or Representatives to, directly or indirectly, (i) initiate, solicit, knowingly initiate or encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to the submission of any Acquisition Proposal or (ivii) unless this Agreement has been terminated participate in accordance or encourage any discussion or negotiations regarding, or furnish to any person any non-public information with its termsrespect to, approve or enter into take any term sheetother action to facilitate any inquiries or the making of, letter of intentany proposal that constitutes, commitmentor may reasonably be expected to lead to, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding ; provided, however, that the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if foregoing shall not prohibit the Board of Directors of such party concludes the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal prior to the approval of this Agreement by the Company Shareholders if, and only to the extent that, (A) the Board of Directors of the Company (after consultation with independent outside legal counsel) determines in good faith (after receiving that such action is required for the advice Board of its outside counsel, and Directors of the Company to comply with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties obligations to the Company Shareholders under applicable law; providedLouisiana Law, that, (B) prior to furnishing any confidential taking such action, the Company receives from such person or nonpublic entity an executed agreement in reasonably customary form relating to the confidentiality of information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms or entity containing provisions no less favorable to it the Company than those set forth in the Confidentiality AgreementAgreement and (C) the Board of Directors of the Company concludes in good faith, which confidentiality agreement shall not provide such person after consultation with any exclusive right its independent financial advisor, that the Acquisition Proposal is reasonably likely to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause lead to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition a Superior Proposal. Each party will promptly The Company shall provide immediate (and at least within twenty-four (24) 24 hours) advise oral and written notice to Parent of (1) the other party following receipt of any such Acquisition Proposal or any inquiry which that could reasonably be expected to lead to an any Acquisition Proposal, and (2) the substance thereof (including the material terms and conditions of and such Acquisition Proposal or inquiry, (3) the identity of such person or entity making any such Acquisition Proposal or inquiry and (4) the Company’s intention to furnish information to, or enter into discussions or negotiations with, such person making such inquiry or Acquisition Proposal), will provide entity. The Company shall continue to keep Parent fully and promptly informed of any material change to the other party with an unredacted copy terms of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf inquiry. For purposes of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, means any proposal with respect to Webster (i) a transaction pursuant to which any person (or Sterlinggroup of persons) other than Parent or its affiliates, as applicabledirectly or indirectly, acquires or would acquire more than 20% of the outstanding shares of common stock of the Company or of the outstanding voting power of the Company, whether from the Company or pursuant to a tender offer or exchange offer or otherwise (other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyOffer), (ii) a merger, share exchange, consolidation, business combination, recapitalization or any tender offer other transaction involving the Company (including a self-tender offerother than the Merger) or exchange offer thatany of its Subsidiaries pursuant to which any person or group of persons (other than Parent or its affiliates) party thereto, or its stockholders, owns or would own more than 20% of the outstanding shares of common stock or the outstanding voting power of the Company or, if consummatedapplicable, would result in the parent entity resulting from any such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partytransaction immediately upon consummation thereof, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution any transaction pursuant to which any person (or group of persons) other similar transaction involving a party than Parent or its Subsidiaries whose assets, individually affiliates acquires or in would acquire control of assets (including for this purpose the aggregate, constitute 25% or more outstanding equity securities of the consolidated Subsidiaries of the Company and securities of the entity surviving any merger or business combination involving any of the Subsidiaries of the Company) of the Company or any of its Subsidiaries representing more than 20% of the fair market value of all the assets of the partyCompany and its Subsidiaries, taken as a whole, immediately prior to such transaction.

Acquisition Proposals. During the period from the date hereof and continuing through the Effective Time or the earlier termination of this Agreement in accordance with its terms, Seller agrees that: (a) Each party agrees that neither it will notnor any of the Seller Subsidiaries shall initiate, and will cause each solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its Subsidiaries stockholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation, share exchange, sale of assets or similar transaction involving all or any significant portion of the assets or any equity securities of, Seller and its Subsidiaries, taken as a whole, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning or provide any (b) it shall direct and their respective use its reasonable best efforts to cause its officers, directors, employees, agentsagents or financial advisors not to engage in any of the activities restricted by Section 4.1(a); (c) it will immediately cease and cause to be terminated any existing activities, advisors and representatives (collectively, “Representatives”) not to, directly discussions or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals negotiations theretofore conducted with any Person with respect to any Acquisition Proposal and will take the necessary steps to inform the individuals or entities referred to in Section 4.1(b) of the obligations undertaken in this Section 4.1; and (d) it will notify Buyer promptly if Seller receives any such inquiries or proposals, or any requests for such information, or if any such negotiations or discussions are sought to be initiated or continued with it; provided, however, that nothing contained in this Agreement shall restrict Seller Board or Special Committee (and the officers, directors, employees, agents and financial advisors of Seller acting at the direction of Seller Board or Special Committee) from (i) prior to the Seller Stockholders Meeting (as defined below), furnishing information to, or entering into discussions or negotiations with, any Person that makes an unsolicited Acquisition Proposal, if (A) Seller Board or Special Committee determines in good faith that the failure to take such action would reasonably be expected to violate its duties under applicable law and such proposal is, or is reasonably likely to be, a Superior Acquisition Proposal (as defined below), (B) prior to furnishing such information to, or entering into discussions or negotiations with, such Person, Seller provides written notice to Buyer to the effect that it is furnishing information to, or entering into discussions with, such Person and (C) subject to any confidentiality agreement with such Person, Seller keeps Buyer informed of the status (not the terms or identity of parties) of any such discussions or negotiations (Seller agreeing that it will not enter into any confidentiality agreement with any Person subsequent to the date hereof which prohibits Seller from providing such information to Buyer); and (ii) engage to the extent applicable, taking and disclosing to the Seller stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; provided, however, that Seller Board or participate in any negotiations with any person concerning any Special Committee may not approve or recommend an Acquisition Proposal, (iii) provide any confidential or nonpublic information withdraw or data tomodify in a manner adverse to Buyer its approval or recommendation of this Agreement and the Merger, or have or participate in any discussions with, any person relating to any unless such Acquisition Proposal is a Superior Acquisition Proposal. Nothing in this Section 4.1 shall (x) permit Seller to terminate this Agreement (except as specifically provided in Article 7 hereof) or (ivy) unless permit Seller to enter into an agreement with respect to an Acquisition Proposal during the term of this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to in customary form executed as provided above); provided, however, that the Seller Board or Special Committee may approve and entered into in accordance with this Section 6.13) recommend a Superior Acquisition Proposal and, in connection with therewith, withdraw or relating to any modify its approval or recommendation of this Agreement and the Merger. As used herein, "Superior Acquisition Proposal. Notwithstanding " means a bona fide Acquisition Proposal made by a third party which Seller Board or Special Committee determines in good faith (after consultation with its financial advisor) to be more favorable to Seller's stockholders than the foregoing, Merger and which Seller Board or Special Committee determines is reasonably capable of being consummated. (a) conduct its business only in the event that after usual, regular and ordinary course and in substantially the same manner as heretofore conducted and, except as contemplated by this Agreement and the transactions contemplated hereby, take all action necessary to continue to qualify as a REIT; (b) use its reasonable efforts to (i) preserve intact its business (corporate or otherwise) organizations and goodwill and (ii) keep available the services of its officers and key employees other than those employed by Parent, Lessee or Manager or any of Affiliate thereof; (c) confer on a regular basis upon reasonable request with one or more representatives of Buyer to report on material operational matters and, subject to Section 4.1, any proposals to engage in material transactions; (d) promptly notify Buyer of any material adverse change in its condition (financial or otherwise), business, properties, assets or liabilities, or of any material governmental complaints, investigations or hearings adverse to it (or written threats thereof) which could reasonably be expected to have a Seller Material Adverse Effect; (e) promptly deliver to Buyer true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement and prior to the receipt Closing Date; (f) maintain its books and records in accordance with GAAP consistently applied and not change in any material manner any of its methods, principles or practices of accounting in effect at the Seller Financial Statement Date, except as may be required by the SEC, applicable law or GAAP; (g) duly and timely file all material Tax Returns and other documents required to be filed with federal, state, local and other Tax Authorities, subject to timely extensions permitted by law, and provided such extensions do not adversely affect Seller's status as a qualified REIT under the Code; (h) except as set forth in this Agreement, not make, rescind or revoke any material express or deemed election relative to Taxes (unless required by law or necessary to preserve Seller's status as a REIT or the status of any Seller Subsidiary as a partnership for federal income tax purposes or as a qualified REIT subsidiary under Section 856(i) of the Requisite Sterling VoteCode, as the case may be); (i) except as contemplated in the case of SterlingCapEx Budget previously made available to Buyer, not acquire, enter into any option to acquire, or the Requisite Webster Voteexercise an option or contract to acquire, in the case additional real property, incur additional indebtedness except for working capital under its revolving lines of Webstercredit, a party receives an unsolicited bona fide written Acquisition Proposalencumber assets or commence construction of, such party mayor enter into any agreement or commitment to develop or construct, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives toother real estate projects, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and except with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result projects described in a violation of its fiduciary duties the Seller SEC Documents or the Seller Disclosure Letter as being under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement development in accordance with the person making such Acquisition Proposal agreements in existence on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than and previously furnished to Buyer (the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal"Development Agreements"), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party.;

Acquisition Proposals. (a) Each party CBTC agrees that it will shall not, and will shall cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) affiliates not to, directly solicit or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) or engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party CBTC shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before prior to the date of this Agreement with any person parties other than the other party United with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal foregoing and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements similar agreement relating to which it an Acquisition Proposal. CBTC shall inform United promptly of all relevant details of any inquiries or contacts by third parties relating to the possible disposition of the business or the capital stock of CBTC or any merger, change or control or other business combination involving CBTC. Notwithstanding the foregoing, nothing contained in this Section 7.05 shall prohibit CBTC, prior to the CBTC Meeting and subject to compliance with the other terms of this Section 7.05, from furnishing nonpublic information to, or entering into discussions or negotiations with, any Person that makes an unsolicited, bona fide written Acquisition Proposal with respect to CBTC or any of its Significant Subsidiaries is (that did not result from a party in accordance with breach of this Section 7.05), if, and only to the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, extent that (i) any acquisition or purchasethe CBTC Board concludes in good faith, direct or indirectafter consultation with and based upon the advice of outside legal counsel, that the failure to take such actions would be reasonably likely to constitute a breach of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or fiduciary duties to its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyshareholders under applicable law, (ii) before taking such actions, CBTC receives from such Person an executed confidentiality agreement providing for reasonable protection of confidential information, which confidentiality agreement shall not provide such person or entity with any tender offer (including a self-tender offer) or exchange offer thatexclusive right to negotiate with CBTC and shall contain terms and conditions no less favorable to CBTC with respect to confidentiality than the Confidentiality Agreement, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or and (iii) the CBTC Board concludes in good faith, after consultation with its outside legal counsel and financial advisors, that the Acquisition Proposal constitutes or is reasonably likely to result in a mergerSuperior Proposal. CBTC shall promptly notify United in writing of CBTC’s receipt of any such Acquisition Proposal or inquiry, consolidationthe material terms and conditions thereof, share exchangethe identity of the Person making such Acquisition Proposal or inquiry, business combinationand shall keep United reasonably informed on a prompt basis, reorganizationof the status and material terms of any such Acquisition Proposal and the status of discussions or negotiations with respect thereto, recapitalization, liquidation, dissolution including any material amendments or proposed amendments as to price and other material terms thereof. CBTC agrees that it and its Subsidiaries will not enter into a confidentiality or other similar transaction involving a party or its Subsidiaries whose assets, individually or agreement with any Person subsequent to the date of this Agreement that would prohibit CBTC from providing any information to United in the aggregate, constitute 25% or more accordance with this Section 7.05. CBTC agrees that any violation of the consolidated assets restrictions set forth in this Section 7.05 by any representative of the partyCBTC shall be deemed a breach of this Section 7.05 by CBTC.

Acquisition Proposals. (a) Each party Except as otherwise provided in this Section 5.10, Seller agrees that neither it will notnor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and will cause each of that it shall direct its Subsidiaries and its and their respective officers, directors, employees, agents, advisors its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (collectivelyincluding any investment banker, “Representatives”attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, knowingly solicit or encourage or knowingly facilitate any inquiries or proposals the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalan “Acquisition”); provided, (iii) provide any confidential or nonpublic information or data tohowever, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding that the foregoing, in foregoing shall not restrict Seller from renewing the event that after the date of this Agreement and prior to the receipt “exit financing” of the Requisite Sterling VoteDebtors on substantially the same terms as in effect as of March 31, in the case 2005. Seller further agrees that neither it nor any of Sterlingits Subsidiaries nor any of their respective directors, officers or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party mayemployees shall, and may permit that it shall direct its Subsidiaries and its and its Subsidiaries’ Representatives agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, furnish directly or cause to be furnished indirectly, engage in any negotiations concerning, or provide any confidential or nonpublic information or data and participate in such negotiations to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the person making necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.10 of the obligations undertaken in this Section 5.10 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.10. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from: (a) (i) complying with its disclosure obligations under Law or the Bankruptcy Code with regard to an Acquisition Proposal if the Board of Directors of such party concludes in good faith Proposal, or (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisorsii) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing the commencement of the Confirmation Hearing, in response to an unsolicited bona fide Acquisition Proposal, (A) (1) providing information to (including discussing any confidential due diligence issues, requests or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into clarifications with) a Person with whom Seller executes a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it Seller than those contained in the Seller Confidentiality Agreement (as in effect prior to amendment on the date hereof), other than any restrictions on such Person’s ability to make or amend an Acquisition Proposal and (2) following receipt of a bona fide unsolicited Acquisition Proposal from such a Person, engaging in discussions with such Person to the extent such discussions are confined to clarifying any term of such Acquisition Proposal or (B) engaging in any negotiations or discussions with any Person who has made such an Acquisition Proposal if and only to the extent that in each such case referred to in clauses (A) and (B) above, (1) the Board determines in good faith after consultation with outside legal counsel that the directors of Seller should take such action in order to comply with their fiduciary duties under applicable Law, (2) such Acquisition Proposal involves the direct or indirect acquisition by one or more third parties of at least 66-2/3% of (x) all Assets Related to the Business or (y) the outstanding Equity Securities of Seller and (3) in each such case referred to in clause (B) above, the Board determines in good faith (after consultation with its financial and legal advisors) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and if consummated, would result in a transaction more favorable (taking into account, without limitation, financial terms of any termination fee that may be payable pursuant to Section 8.5(b)) to Seller’s stakeholders from a financial point of view than the Confidentiality Agreement, which confidentiality agreement shall not provide Transaction (any such person with more favorable Acquisition Proposal being referred to in this Agreement as a “Superior Proposal”). Seller or any exclusive right to negotiate with such party. Each party will, and will cause of its Subsidiaries and Representatives toshall notify Buyer promptly (but in no event later than 24 hours) after receipt by Seller or any of its Subsidiaries (or any of their respective directors, immediately cease and cause to be terminated any activitiesofficers, discussions employees or negotiations conducted before the date advisors) of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each , any indication that a third party will promptly (within twenty-four (24) hours) advise the other party following receipt of any is considering making an Acquisition Proposal or any inquiry which could reasonably request for information relating to the Transferred Assets, any Specified Business, Seller or any of its Subsidiaries or for access to any Specified Business or any of the Transferred Assets by any third party that may be expected to lead to considering making, or has made, an Acquisition Proposal. Seller shall provide such notice orally and in writing and shall identify the third party making, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal)of, will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will indication or request. Seller shall keep the other party apprised of any related developmentsBuyer fully informed, discussions and negotiations on a current basis, including any amendments to or revisions of the terms status and details of any such inquiry or Acquisition Proposal, indication or request. Each Seller shall promptly provide Buyer with any non-public information concerning Seller’s business, present or future performance, financial condition or results of operations, provided to any third party shall use its reasonable best efforts that was not previously provided to enforce Buyer; and (b) (i) prior to the commencement of the Confirmation Hearing, engaging in any existing confidentiality negotiations or standstill agreements to which it or any of its Subsidiaries is a party in accordance discussions concerning an Alternate Plan with the Committees, the stakeholders of Seller or its Affiliates or their respective advisors (in each case (other than in the case of Committees) with whom Seller enters into, or has entered into, a confidentiality agreement on customary terms thereof. As used in this Agreement, “Acquisition Proposal” means, under the circumstances that restricts such stakeholder (other than with respect to Webster any other stakeholder who is subject to a substantially similar confidentiality agreement or Sterlingto the Committees) from (x) disclosing any confidential information regarding Seller and its Affiliates, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating toBuyer and its Affiliates, or information regarding an Alternate Plan, including the status thereof, and (y) making public statements regarding any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets foregoing), but only to the extent that (A) the Board determines in good faith after consultation with outside legal counsel that the directors of a party Seller should take such action in order to comply with their fiduciary duties under applicable Law and (B) the Board determines in good faith (after consultation with its Subsidiaries financial and legal advisors) that such Alternate Plan, if pursued and assuming (for purposes of determining the right to engage in negotiations or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assetsdiscussions pursuant to this Section 5.10(b), individually or in the aggregate, constitute 25% or more but not for purposes of the consolidated assets definition of “Superior Alternate Plan”) the support of Seller’s stakeholders therefor, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the party, (ii) any tender offer (including a self-tender offer) or exchange offer thatproposed Alternate Plan and, if consummated, would result in such third party beneficially owning 25% or a transaction more favorable (taking into account, without limitation, the financial terms of any class termination fee that may be paid pursuant to Section 8.5(b)) to the stakeholders of equity Seller and its Affiliates from a financial point of view than the Transaction (any such more favorable Alternate Plan being referred to in this Agreement as a “Superior Alternate Plan”) or voting securities (ii) after entry of a party Confirmation Order satisfying the condition set forth in Section 6.2(g) (but only for so long as such Confirmation Order is in effect), planning for an Alternate Plan that involves the emergence of Debtors as standalone entities with no greater than a 10% additional equity contribution (other than existing Claims), including engaging in any negotiations or discussions concerning an Alternate Plan with stakeholders of Seller or its Subsidiaries whose assetsAffiliates or their advisors, individually preparing (but not filing) a disclosure statement with respect to such Alternate Plan and preparing and negotiating any intercreditor agreements; provided, however, that such Alternate Plan provides that it can only be confirmed and effective if this Agreement is terminated in accordance with its terms and such planning does not involve any action or omission that could reasonably be expected to materially impair or materially delay the Transaction; provided, further, that nothing in this Section 5.10(b) shall permit any public statements or filings with the aggregateBankruptcy Court or any other court by or on behalf of Seller or its Affiliates. Seller shall notify Buyer of its engagement in discussions concerning an Alternate Plan and shall keep Buyer reasonably informed, constitute 25% or more on a current basis, of material developments that could reasonably be expected to result in an Alternate Plan. For purposes of this Agreement, an “Alternate Plan” is any plan under chapter 11 of the consolidated assets Bankruptcy Code (other than the Plan) or any liquidation under chapter 7 of the partyBankruptcy Code. Without limiting any other obligation set forth in this Agreement, or (iii) a mergerSeller shall, consolidationin connection with the activities permitted under this Section 5.10(b), share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more use commercially reasonable efforts to enforce any confidentiality obligations of the consolidated assets of Committees and any obligations under the partyconfidentiality agreements described in this Section 5.10(b).

Acquisition Proposals. (a) Each party agrees that it will notNotwithstanding anything to the contrary set forth in this Agreement, and will cause each from the date of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement and continuing until 11:59 p.m. New York City time on the date which is forty-five (whether written or oral, binding or nonbinding45) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that Business Days after the date of this Agreement (the “Go-Shop Period End Date”), CAC and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ their respective Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than right (acting under the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity direction of the person making such inquiry CAC Special Committee) to directly or Acquisition Proposal)indirectly (A) initiate, will provide the other party with an unredacted copy of any such Acquisition Proposal solicit and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, encourage any offer, proposal or inquiry relating to, or any third party indication of interest in, any acquisition or purchase of 100% of the issued and outstanding CAC Common Stock (a “CAC Acquisition Proposal”) from one or more Persons, including by way of contacting third parties or public disclosure and by way of providing access to non-public information regarding, and affording access to the business, properties, assets, books, records and personnel of, CAC and its Subsidiaries, to any Person (each, a “Solicited Person”) pursuant to an executed confidentiality agreement on terms no less favorable to CAC than the Confidentiality Agreement, which shall include, among other things, customary employee non-solicitation and non-hire provisions (a copy of which confidentiality agreement shall be promptly (in all events within one (1) Business Day) provided for informational purposes only to CEC); provided, that CAC shall promptly (and in any event within one (1) Business Day) provide to CEC all material and information delivered or made available to any Solicited Person to the extent such material and information was not previously furnished or made available to CEC; and (B) enter into, participate in and maintain discussions or negotiations regarding, and take any other action to facilitate any inquiries or the making of any proposal that constitutes or would be reasonably likely to lead to, a CAC Acquisition Proposal. Within one (1) Business Day following the Go-Shop Period End Date, CAC shall notify CEC in writing of the material terms and conditions of any CAC Acquisition Proposal (including any amendments or modifications thereof) received from any Excluded Party (as defined below) and the identity thereof. (b) Except as expressly permitted by this Section 5.7, on the Go-Shop Period End Date, CAC shall (i) immediately cease any acquisition activities permitted by Section 5.7(a) and any discussions or purchase, direct or indirect, of 25% or more negotiations with any Person (other than CEC and any Excluded Party) that are ongoing as of the consolidated assets of Go-Shop Period End Date and that relate, or may reasonably be expected to lead to, a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyCAC Acquisition Proposal, (ii) terminate access to any tender offer (including physical or electronic data rooms relating to a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or possible CAC Acquisition Proposal and (iii) promptly request each Person (other than CEC and any Excluded Party) that has theretofore executed a mergerstandstill, consolidationconfidentiality or similar agreement in connection with such Person’s consideration of a CAC Acquisition Proposal to return (or if permitted by the applicable agreement, share exchangedestroy) all information required to be returned (or, business combinationif applicable, reorganizationdestroyed) by such Person under the terms of the applicable agreement. (c) Except as expressly permitted by this Section 5.7, recapitalizationfrom and after the date hereof, liquidationeach Party agrees that it (i) will not, dissolution or other similar transaction involving a party or and will cause its Subsidiaries whose assets(other than, individually or in during the aggregateperiod from the Commencement Date to the Confirmation Date, constitute 25% or more CEOC and its Subsidiaries) and its and its Subsidiaries’ officers and directors (other than, during the period from the Commencement Date to the Confirmation Date, the officers, members and directors of CEOC and its Subsidiaries) not to, and will use its reasonable best efforts to cause its and its Subsidiaries’ employees, agents, advisors and other Representatives (other than, during the consolidated assets of period from the party.Commencement Date to the Confirmation Date, the employees, agents, advisors

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries not to and will cause its and their respective officers, directorsdirectors and employees not to, employees, and will use its reasonable best efforts to cause its agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbindingnon-binding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Capital One Vote, in the case or Capital One, or the Requisite Discover Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of WebsterDiscover, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Discover or Capital One, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with any such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used . (b) Nothing contained in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of Agreement shall prevent a party or its Subsidiaries whose assetsBoard of Directors from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal; provided, individually that such rules will in no way eliminate or in modify the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) effect that any tender offer (including a self-tender offer) or exchange offer that, if consummated, action pursuant to such rules would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyotherwise have under this Agreement.

Acquisition Proposals. (a) Each party agrees that it will The Company shall not, and will cause each nor shall it authorize or permit any Company Subsidiary, nor shall it authorize any of its Subsidiaries and its and their or the Company Subsidiaries’ respective officers, directors, employees, agents, advisors employees or agents to (and representatives (collectively, “Representatives”) shall use all reasonable efforts to cause such persons not to), directly or indirectly, indirectly (i1) initiate, solicitsolicit or facilitate or encourage any inquiry or the making of any proposal that constitutes or would reasonably be expected to lead to a Acquisition Proposal, knowingly encourage or knowingly facilitate inquiries (2) participate in any substantive discussions or proposals negotiations regarding, or furnish to any person any information or data with respect to the Company, or otherwise cooperate with or take any Acquisition Proposalother action to facilitate, (ii) engage any proposal that constitutes, or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data would reasonably be expected to lead to, or have or participate in any discussions with, any person relating to any Acquisition Proposal (as defined below), or (iv) unless requires the Company to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement has been terminated in accordance with its terms(each, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal“Restricted Action”). Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Company Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster VoteCompany may, in the case of Webster, response to a party receives an unsolicited bona fide written Acquisition Proposal, such party may, Proposal that did not result from a breach of this Section 6.08(a) and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, subject to compliance with Section 6.08(c): (i) furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure the Company and each Company Subsidiary to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable pursuant to it than and in accordance with a confidentiality agreement (each in a form approved by the Confidentiality AgreementSpecial Committee, which confidentiality provided that such agreement shall not provide prohibit the Company from complying with the terms of Section 6.08); provided that all such information provided to such person has previously been provided to Parent or is provided to Parent prior to or concurrently with any exclusive right the time it is provided to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, person; and (ii) participate in discussions or negotiations conducted before the date of this Agreement with any such person other than the other party with respect to any regarding such Acquisition Proposal. Each party will , provided, in each case, that the Special Committee determines in good faith, by resolution duly adopted after consultation with its outside legal counsel and the Financial Advisor that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Acquisition Proposal. (b) The Company shall provide Parent with a written summary of the material terms and conditions of each Acquisition Proposal received as promptly (within twenty-four (24) hours) advise as practicable after the other party following receipt by the Company of any Acquisition Proposal or any inquiry which could with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal. The Company shall keep Parent informed on a reasonably current basis of the status of any such Acquisition Proposal, including any changes to the price or other material terms and conditions thereof. For purposes of the foregoing, an Acquisition Proposal or inquiry will be deemed to be received by the Company only if and when the Board or Special Committee receives notice of same. (c) Neither the Board of Directors nor any committee thereof (including the Special Committee) shall, directly or indirectly, withdraw or modify (or publicly propose to withdraw or modify) in any manner adverse to Parent the Company Recommendation or approve or recommend (or publicly propose to approve or recommend) an Acquisition Proposal (collectively, a “Change in the Company Recommendation”) unless it determines in good faith, by resolution duly adopted after consultation with its outside legal counsel and the Financial Advisor, that the failure to do so would present a substantial risk of being inconsistent with the fulfillment of its fiduciary duties under applicable Law. Notwithstanding any Change in the Company Recommendation, this Agreement shall be submitted to the shareholders of the Company at the Special Meeting of Shareholders for the purpose of adopting this Agreement and approving the Merger, unless the Agreement is terminated pursuant to Article VIII and the Company Termination Fee is concurrently paid to Parent. (d) At any time prior to the Company Requisite Vote and the Special Requisite Vote, if the Company receives an Acquisition Proposal that the Special Committee (or the Board of Directors) concludes in good faith after consultation with its outside legal counsel and the Financial Advisor constitutes a Superior Acquisition Proposal (as defined below), then the Board of Directors and/or the Special Committee may (i) cause the Company to terminate this Agreement pursuant to Section 8.01(f), or (ii) cause the Company to enter into a Company Acquisition Agreement and concurrently terminate this Agreement pursuant to Section 8.01(f); provided, that the Company shall not terminate this Agreement pursuant to Section 8.01(f) unless concurrently with such termination the Company pays to Parent the Company Termination Fee as contemplated by Section 8.03(b)(ii); provided, further, that, the Board of Directors and/or the Special Committee may not terminate this agreement pursuant to Section 8.01(f) unless (A) the Special Committee shall have first provided prior written notice to Parent that it is prepared to take such action in response to a Superior Acquisition Proposal, which notice shall attach the most current version of any written agreement relating to the transaction that constitutes such Superior Acquisition Proposal, and (B) Parent does not make, within five (5) business days after the substance thereof receipt of such notice, a proposal that the Special Committee determines in good faith, after consultation with its outside legal counsel and the Financial Advisor, is at least as favorable to the Public Shareholders as such Superior Acquisition Proposal. The Company agrees that, during the five (5) business day period prior to taking an action contemplated by clauses (i) or (ii) above, the Company (as directed by the Special Committee) shall negotiate in good faith with Parent regarding any revisions to the terms of the transaction contemplated by this Agreement proposed by Parent. Notwithstanding any Change in the Company Recommendation, this Agreement shall be submitted to the shareholders of the Company at the Special Meeting of Shareholders for the purpose of adopting this Agreement and approving the Merger, provided, however, that this Agreement shall not be required to be submitted to the shareholders of the Company at the Special Meeting of Shareholders if this Agreement has been terminated pursuant to Article VIII and concurrently with such termination the Company has paid to Parent the Company Termination Fee as contemplated by Section 8.03(b)(ii). (e) Nothing contained in this Section 6.08 shall prohibit the Company from complying with the Exchange Act, including Rules 14d-9 and 14e-2 thereunder, in respect of any Acquisition Proposal or otherwise making any disclosure to the shareholders of the Company if the Special Committee or Board of Directors determines in good faith, by resolution duly adopted after consultation with its outside counsel, that the failure to make such disclosure (i) would breach its fiduciary duties to the shareholders of the Company under applicable Law or (ii) would be inconsistent with its obligations under applicable securities Laws and regulations (including the terms rules and conditions regulations of the Nasdaq stock market). (f) Neither Parent, Purchaser, the Executives nor any of their respective affiliates (other than the Company and the identity Company Subsidiaries) shall take any action with the purpose of discouraging or preventing any person from making an Acquisition Proposal or, once made, from continuing to pursue such Acquisition Proposal; provided, that the foregoing shall not prevent Parent, Purchaser or the Executives from enforcing their rights hereunder or any other agreement that Executive or their respective affiliates have entered into, or any rights arising out of their ownership of Common Stock in the Company. (g) Nothing contained in this Section 6.08 shall prohibit the Company from responding to any unsolicited proposal or inquiry solely by advising the person making such proposal or inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any this Section 6.08. (h) For purposes of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party.:

Acquisition Proposals. (a) Each party First National Bankshares agrees that it, its Subsidiaries and each of their respective Affiliates, directors, officers, employees, agents and representatives (including any investment banker, financial advisor, attorney, accountant or other representative retained by First National Bankshares or any of its Subsidiaries) will (i) cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries or Affiliates is a party with respect to any Acquisition Proposal. From and after the date of this Agreement and until the earlier of the termination of this Agreement or the Effective Time, except in compliance with this Section 6.14, First National Bankshares will not, and will cause each of not permit its Subsidiaries and its and their respective directors, officers, directors, employees, agentsinvestment bankers, advisors and representatives (collectivelyattorneys, “Representatives”) not accountants or other representatives, agents or Affiliates to, directly or indirectly, (i) solicit, initiate, solicitor encourage any Acquisition Proposals; (ii) engage in discussions with third parties, knowingly encourage or knowingly facilitate inquiries negotiations concerning, or proposals with respect provide any non-public information to any person or entity in connection with, any Acquisition Proposal; or (iii) agree to, approve, recommend or otherwise endorse or support any Acquisition Proposal, (ii) engage or participate in any negotiations except that, if First National Bankshares receives a communication that it believes, after consultation with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial mattersmay upon clarification constitute a Superior Proposal (as defined below), its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement First National Bankshares may communicate with the person making such Acquisition Proposal on terms no less favorable communication to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right limited extent necessary to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before obtain the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly necessary clarification. (within twenty-four (24b) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” meansmeans any tender or exchange offer involving First National Bankshares or any of its Subsidiaries, any proposal for a merger, consolidation or other business combination involving First National Bankshares or any of its Subsidiaries (other than the Southern Community Merger and the First Bradenton Merger), any proposal or offer to acquire in any manner an interest in excess of fifteen percent (15%) of the outstanding equity securities, or a substantial portion of the business or assets of, First National Bankshares or any of its Subsidiaries (other than assets or inventory in the ordinary course of business or assets held for sale), any proposal or offer with respect to Webster any recapitalization or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, restructuring with respect to First National Bankshares or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% any proposal or more offer with respect to any other transaction similar to any of the foregoing with respect to First National Bankshares or any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in other than pursuant to the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyMerger.

Acquisition Proposals. (a) Each party agrees that it From the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company will not, and will cause each nor shall it authorize or permit any of its Subsidiaries and or any of its and or their respective officers, directors, employees, agents, advisors employees and representatives (collectively, “Representatives”) not other Representatives to, directly or indirectly, (i) initiate, solicitsolicit or take any action to facilitate, knowingly encourage directly or knowingly facilitate indirectly, any inquiries regarding or proposals with respect to the making of any Acquisition Proposal, Proposal or (ii) except as permitted below, engage in negotiations or participate in discussions with, or furnish any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, any Person relating to an Acquisition Proposal. Notwithstanding anything to the contrary in this Agreement, the Company may comply with its obligations under any nondisclosure agreements that require the Company to disclose to the parties to such agreements that Parent or have or any affiliate of Parent participated in the Company’s auction process and may waive any standstill restrictions under nondisclosure agreements with parties that participated in the Company’s auction process to permit them to submit an Acquisition Proposal to the Company. (b) Notwithstanding anything to the contrary in this Agreement, at any time prior to the Acceptance Date, in the event that the Company receives an unsolicited written Acquisition Proposal after the date hereof that did not result from a breach of this Section 6.4, the Company and its Board of Directors may participate in discussions or negotiations (including, as a part thereof, making any discussions counterproposal) with, or furnish any person relating information and access to, any Person making such Acquisition Proposal and its Representatives or potential sources of financing if (i) the Company’s Board of Directors determines in good faith, after consultation with the Company’s outside legal counsel and financial advisor, that such Person is reasonably likely to submit to the Company an Acquisition Proposal that is a Superior Proposal and (ii) the Company’s Board of Directors determines in good faith, after consultation with its counsel, that the failure to participate in such discussions or negotiations or to furnish such information would be inconsistent with the directors’ fiduciary duties to the Company’s stockholders under applicable Law; provided that all such information so furnished has been previously provided to Parent or is provided to Parent substantially concurrent with it being so furnished to such Person or its Representatives. In addition, nothing herein shall restrict the Company from complying with its disclosure obligations with regard to any Acquisition Proposal under applicable Law. (c) Neither the Board of Directors of the Company nor any committee thereof shall (i) (A) withdraw (or modify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or so modify) the recommendation by the Board of Directors of the Company and any committee thereof of the Offer, the Merger or this Agreement or (ivB) unless recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal (any action described in this Agreement has been terminated clause (i) being referred to as a “Change in accordance with its terms, Recommendation”) (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of its Affiliates to execute or enter into into, any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, merger option agreement, joint venture agreement, partnership agreement or other similar agreement (whether written constituting or oralrelated to, binding or nonbinding) that is intended to or would reasonably be expected to lead to, any Acquisition Proposal (other than a customary confidentiality agreement referred agreement) or (iii) take any action to and entered into render the restrictions on business combinations with interested stockholders set forth in accordance with this Section 6.13) in connection with 203 of the DGCL or relating any other “control share,” anti-takeover or similar Law inapplicable to any transaction included in the definition of Acquisition ProposalProposal or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company. Notwithstanding the foregoing, anything in the event that after the date of this Agreement and to the contrary, at any time prior to the receipt Acceptance Date, the Board of Directors of the Requisite Sterling Vote, Company may (i) make a Change in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal Recommendation if the Board of Directors of such party concludes the Company determines in good faith (after receiving the advice of consultation with its outside counsel, counsel and with respect to financial matters, its financial advisorsadvisor) that the failure to take such actions action would be more likely than not to result in a violation of its inconsistent with the directors’ fiduciary duties to the stockholders of the Company under applicable lawLaw or (ii) terminate this Agreement to accept a Superior Proposal that was not solicited after the date hereof and did not otherwise result from a breach of this Section 6.4; provided, thathowever, prior to furnishing any confidential or nonpublic information permitted to that (1) no Change in Recommendation may be provided made and (2) no termination of this Agreement pursuant to this sentenceSection 6.4(c) may be made, such party shall have entered into in each case until after the fifth (5th) Business Day following Parent’s receipt of written notice from the Company advising Parent that the Board of Directors of the Company intends to make a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions Change in Recommendation (a “Notice of Adverse Recommendation”) or negotiations conducted before the date of terminate this Agreement with any person other than pursuant to this Section 6.4(c) (a “Notice of Superior Proposal”) and specifying the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise reasons therefor, including, if the other party following receipt basis of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition the proposed action by the Company’s Board of Directors is a Superior Proposal, and the substance thereof (including the terms and conditions of any such Superior Proposal (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new Notice of Adverse Recommendation or Notice of Superior Proposal and a new five (5) Business Day period). In determining whether to make a Change in Recommendation, the Board of Directors of the Company shall take into account any changes to the terms of this Agreement proposed by Parent in response to a Notice of Adverse Recommendation, a Notice of Superior Proposal or otherwise. (d) The Company shall promptly advise Parent orally and in writing of any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal (including any changes thereto) and the identity of the person making any such inquiry or Acquisition Proposal), will provide . The Company shall (i) keep Parent fully informed of the other party with an unredacted copy status and material details (including any change to the terms thereof) of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, concerning the material terms and conditions thereof and (ii) provide to Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material (including all draft agreements and any amendments comments thereon) relating to or revisions of any such Acquisition Proposal exchanged between the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it Company or any of its Subsidiaries is a party in accordance with (or their Representatives), on the terms thereof. As used in this Agreementone hand, “and the Person making an Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, Proposal (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assetsRepresentatives), individually or in on the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyhand.

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, with any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.138.14(a)) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Pinnacle Vote, in the case or Pinnacle, or the Requisite Synovus Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of WebsterSynovus, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data (provided that no such information or data relates to the other party) and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Synovus or Pinnacle, as applicable, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal provided in connection with any such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” meansshall mean, with respect to Webster Pinnacle or SterlingSynovus, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third third-party indication of interest in, (i) any acquisition or purchase, direct or indirect, of twenty-five percent (25% %) or more of the consolidated assets of a party and its Subsidiaries or twenty-five percent (25% %) or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute twenty-five percent (25% %) or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning twenty-five percent (25% %) or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute twenty-five percent (25% %) or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute twenty-five percent (25% %) or more of the consolidated assets of the party.

Acquisition Proposals. (a) Each party agrees that it will The Company shall not, and will cause each nor shall it authorize or permit any of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not Representatives to, directly or indirectly, (i) initiate, solicit, initiate or knowingly encourage or knowingly facilitate inquiries or proposals any Third Party (as defined in this Section 6.8) with respect to the submission of any Acquisition Proposal, Proposal (as hereinafter defined) or (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions or negotiations regarding, or furnish to any Third Party any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Board of Directors of the Company (or, if applicable, the duly appointed Special Committee thereof) from: (i) furnishing information to, or entering into discussions or negotiations with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) Third Party in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, Proposal by such party mayThird Party if, and to the extent that, the Board of Directors of the Company (or the Special Committee), after consultation with independent legal counsel (who may permit be the Company's regularly engaged independent counsel), determines in good faith that such action is required for the Board of Directors of the Company to comply with its Subsidiaries and fiduciary obligations to stockholders under applicable law; (ii) withdrawing or modifying its and its Subsidiaries’ Representatives to, furnish or cause recommendation referred to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Section 4.1(k) following receipt of a bona fide unsolicited Acquisition Proposal if the Board of Directors of such party concludes the Company (or the Special Committee), after consultation with independent legal counsel (who may be the Company's regularly engaged independent counsel), determines in good faith (after receiving that such action is necessary for the advice Board of its outside counsel, and Directors of the Company to comply with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties to stockholders under applicable law; provided, that, prior or (iii) making to furnishing the Company's stockholders any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement recommendation and related filing with the person making such Acquisition Proposal on terms no less favorable to it than SEC as required by Rule 14e-2 and 14d-9 under the Confidentiality AgreementExchange Act, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly tender offer, or taking any other legally required action (within twenty-four (24) hours) advise including, without limitation, the other party following receipt making of any Acquisition Proposal public disclosures as may be necessary or any inquiry which could reasonably be expected to lead to advisable under applicable securities laws); and provided further, however, that, in the event of an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity exercise of the person making such inquiry Company's or Acquisition Proposalits Board of Director's (or the Special Committee's) rights under clause (i), will (ii) or (iii) above, notwithstanding anything contained in this Agreement to the contrary, such failure shall not constitute a breach of this Agreement by the Company. The Company shall provide immediate written notice to Parent of the other party with an unredacted copy receipt of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments Company's intention to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating furnish information to, or any third party indication enter into discussions or negotiations with, such person or entity. For purposes of interest inthis Agreement, (i) "Acquisition Proposal" means any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) proposal with respect to a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution tender offer or other similar transaction involving a party the Company, or its Subsidiaries whose assets, individually any purchase or in the aggregate, constitute 25% other acquisition of all or more any significant portion of the consolidated assets of the partyCompany, or any equity interest in the Company, other than the transactions contemplated hereby and (ii) "Third Party" means any corporation, partnership, person or other entity or "group" (as defined in Section 13(d)(3) of the Exchange Act) other than Parent, Sub or any Affiliates of Parent or Sub and their respective directors, officers, employees, representatives and agents.

Acquisition Proposals. (a) Each party agrees that it will From the date hereof until the termination of this Agreement, Target and its Subsidiaries shall not, and will shall cause each of its Subsidiaries and its and their respective officers, directors, employees, agentsinvestment bankers, advisors and representatives (collectively, “Representatives”) attorneys or other agents not to, directly or indirectly, (i) initiate, take any action to solicit, knowingly initiate or encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Target Acquisition Proposal or any inquiry which inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to an a Target Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) enter into any tender offer (including agreement with respect to a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyTarget Acquisition Proposal, or (iii) a mergerengage or participate in discussions or negotiations with, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party disclose any nonpublic information relating to Target or its Subsidiaries whose assetsSubsidiaries, individually respectively, or furnish to any Person any information with respect to, or otherwise cooperate in any way with a Target Acquisition Proposal. Nothing contained in this Section 7.2(a) shall prohibit Target and its Board of Directors from (x) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) under the Exchange Act, (y) waiving, or agreeing to waive, any provision of any stand-still or similar agreement in effect on the date hereof to allow a Person to make a Target Acquisition Proposal, so long as simultaneously with such waiver, such parties become subject to stand-still provisions at least as restrictive as those in the aggregateConfidentiality Agreement, constitute 25% or (z) prior to obtaining the Target Stockholders’ Approval, furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has submitted an unsolicited bona fide written Target Acquisition Proposal made not in violation of this Agreement or any standstill agreement if, and only to the extent that (with respect to this Section 7.2(a) only): (i) such unsolicited bona fide written Target Acquisition Proposal is made by a third party that Target’s Board of Directors determines in good faith has the good faith intent to proceed with negotiations to consider, and the financial and legal capability to consummate, such Target Acquisition Proposal, (ii) Target’s Board of Directors, after duly consulting with Target’s outside legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties imposed by applicable law, (iii) contemporaneously with furnishing such information to, or entering into discussions with, such Person, Target enters into a confidentiality agreement with such Person on terms no less restrictive than those in the Confidentiality Agreement, (iv) contemporaneously with furnishing such information to, or entering into discussions or negotiations with, such Person, Target provides written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such Person, (v) such Target Acquisition Proposal is not subject to any financing contingencies; (vi) Target’s Board of Directors determines in good faith after consultation with its financial advisors and outside legal counsel that such Target Acquisition Proposal is reasonably capable of being completed and may reasonably be expected to result in a transaction that is more favorable from a financial point of view to the holders of Target Common Shares than the Transactions, and (vii) Target keeps Parent promptly informed in all material respects of the consolidated assets status and terms of any such negotiations or discussions (including the identity of the partyPerson with whom such negotiations or discussions are being held) and promptly provides Parent copies of such written proposals and any amendments or revisions thereto or correspondence related thereto; provided, that Parent agrees to execute a confidentiality agreement, in form reasonably acceptable to it, with respect to any such information delivered to Parent pursuant to this clause (vii), which confidentiality agreement shall be subject to Parent’s disclosure obligations arising under applicable law or securities exchange regulations.

Acquisition Proposals. (a) Each party The Company agrees that neither it will not, and will cause each nor any of its Subsidiaries and its and nor any of their respective officers, directors, employeesemployees and Affiliates shall, agents, advisors and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives (collectivelyincluding any financial advisor, “Representatives”attorney or accountant retained by it or acting on its behalf) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly otherwise facilitate any inquiries or proposals the making of any proposal or offer with respect to any an Acquisition Proposal. The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective officers, directors, employees and Affiliates shall, and that it shall direct and use its reasonable best efforts to cause its agents and representatives (iiincluding any financial advisor, attorney or accountant retained by it or acting on its behalf) not to, directly or indirectly, engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal or (iv) unless Proposal; provided, however, that nothing contained in this Agreement has been terminated in accordance shall prevent the Company or the Company Board from (A) complying with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred Rule 14d-9 and Rule 14d-2 under the Exchange Act with respect to and entered into in accordance with this Section 6.13) in connection with or relating to any an Acquisition Proposal. Notwithstanding ; provided, that such rules will in no way eliminate or modify the foregoingeffect that any action pursuant to such rules would otherwise have under this Agreement; (B) at any time prior, but not after, the Company Shareholder Approval is obtained, providing information in the event that after the date of this Agreement and prior response to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal, Proposal if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive in the aggregate to the other party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish than those contained in the Confidentiality Agreement; or cause to be furnished confidential or nonpublic information or data and participate (C) engaging in such any negotiations or discussions with the person making the any Person who has made an unsolicited bona fide written Acquisition Proposal if and only to the extent that, in each such case referred to in clause (B) or (C) above, the Company Board of Directors of such party concludes determines in good faith (after receiving the advice of its consultation with outside legal counsel, and with respect to financial matters, its financial advisors) that the failure to take such actions action would reasonably be more likely than not expected to result in a violation of its violate the directors’ fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to Law. The Company agrees that it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party parties conducted heretofore with respect to any Acquisition ProposalProposals. Each party The Company agrees that it will take the necessary steps to promptly (within twenty-four (24) hours) advise inform the other party following receipt individuals referred to in the first sentence hereof of the obligations undertaken in this Section 5.08. The Company agrees that it will notify Parent promptly, but in no event later than the next succeeding Business Day, if any Acquisition Proposal such inquiries, proposals or offers are received by, any such information is requested from, or any inquiry which could reasonably such discussions or negotiations are sought to be expected to lead to an Acquisition Proposalinitiated or continued with, any of its representatives, indicating, in connection with such notice, the name of such Person and the substance thereof (including the material terms and conditions of any proposal or offer and the identity of the person making such inquiry or Acquisition Proposal)thereafter shall keep Parent informed, will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the status and terms of any such inquiry proposals or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with offers and the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more status of any class of equity such discussions or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partynegotiations.

Acquisition Proposals. (a) Each party agrees that it will notFrom and after the date of this Agreement, the Company shall, and will shall cause each the Company Subsidiaries to, and it shall use its reasonable best efforts to cause any of its Subsidiaries and its and their respective officers, directors, employees, agentsfinancial advisors, advisors attorneys, accountants, representatives and representatives agents (collectively, “Company Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any immediately all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Acquisition Proposal and promptly request that all confidential information furnished by or negotiations conducted before on behalf of the Company with respect thereto be returned to the Company or destroyed. From and after the date of this Agreement with any person other than until the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise termination hereof and except as permitted by the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposalprovisions, the Company shall not, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party it shall use its reasonable best efforts to enforce cause the Company Subsidiaries and the Company Representatives not to (i) solicit, initiate, knowingly encourage or knowingly facilitate the making of an Acquisition Proposal, (ii) enter into any existing agreement, arrangement or understanding with respect to any Acquisition Proposal (other than a confidentiality or standstill agreements to which it or any of its Subsidiaries is a party agreement entered into in accordance with the terms thereof. As used provisions of this Section 6.02(a)) or (iii) other than informing Persons of the existence of the provisions contained in this Section 6.02, participate in any discussions or negotiations regarding, or furnish or disclose to any Person (other than a party to this Agreement) any non-public information with respect to the Company or any Company Subsidiary or furnish any Person with access to the properties of the Company or any Company Subsidiary in connection with any inquiries or the making of any proposal that constitutes, or is reasonably likely to lead to, any Acquisition Proposal; provided, however, that, at any time prior to obtaining the Required Company Vote, in response to an unsolicited Acquisition Proposal that the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel and a financial advisor of nationally recognized standing (including Wachovia Capital Markets, LLC), constitutes or is reasonably likely to lead to a Superior Proposal, and which Acquisition Proposal was made after the date hereof and did not result from a breach of this Section 6.02, the Company may, (i) furnish information with respect to the Company and Company Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement not less restrictive of such Person than the Confidentiality Agreement; provided, however, that all such information has previously been, or is, in substance, provided to Parent contemporaneously as it is provided to such Person, and (ii) participate in discussions or negotiations with the Person making such Acquisition Proposal, and its officers, directors, employees, financial advisors, attorneys, accountants, representatives and agents regarding such Acquisition Proposal. (b) For purposes of this Agreement, (i) “Superior Proposal” means an Acquisition Proposal from any Person to acquire, directly or indirectly, for consideration consisting of cash and/or securities, beneficial ownership of more than 50% of the combined voting power of the Company then outstanding or all or substantially all of the assets of the Company and the Company Subsidiaries that the Board of Directors of the Company determines in its good faith judgment, after consultation with its outside legal counsel and a financial advisor of nationally recognized standing (including Wachovia Capital Markets, LLC), taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) would be more favorable from a financial point of view to the stockholders of the Company than the transactions contemplated by this Agreement (including any adjustment to the terms and conditions proposed by Parent in response to such Acquisition Proposal) and is reasonably capable of being completed on the terms proposed; and (ii) “Acquisition Proposal” meansmeans any bona fide written proposal or offer from any Person relating to any (A) direct or indirect acquisition or purchase of assets of the Company or any Company Subsidiary that constitutes 20% or more of the net revenues, with respect to Webster net income or Sterlingassets of the Company and the Company Subsidiaries, taken as applicablea whole, (B) direct or indirect acquisition or purchase of beneficial ownership of equity securities of the Company representing 20% or more of the combined voting power of the Company, (C) any tender offer or exchange offer that if consummated would result in any Person beneficially owning equity securities of the Company representing 20% or more of the combined voting power of the Company, or (D) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party.

Acquisition Proposals. (a) Each party agrees that it will not, and will cause each Neither the Company nor any --------------------- of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not tosubsidiaries will, directly or indirectly, through any officer, director, employee, representative or agent of the Company or any of its subsidiaries, initiate, solicit or encourage (including by way of furnishing non-public information or assistance) or take any action to knowingly facilitate, any inquiries or the making of any proposals regarding any merger, sale of substantial assets, sale of shares of capital stock (including without limitation by way of a tender offer) or similar transactions involving the Company or any of its subsidiaries (any of the foregoing inquiries or proposals being referred to herein as an "Acquisition Proposal"). The Company represents and warrants that (i) initiateas of the date hereof it has ceased any and all activities, solicit, knowingly encourage discussions or knowingly facilitate inquiries or proposals negotiations with any parties conducted heretofore with respect to any of the foregoing and (ii) prior to the Effective Time, the Company will not release, terminate or modify the terms of any existing confidentiality agreement without the prior written consent of Acquisition except as required by applicable law or in good faith (upon advice of counsel) that such action is required in order that the Board discharge its fiduciary duties. Nothing contained in this Section 6.09 shall prevent the Board from considering, negotiating, approving and recommending to the stockholders of the Company a bona fide Acquisition Proposal not solicited in violation of this Agreement, provided the Board determines in good faith (upon advice of counsel) that it is required to do so in order to discharge its fiduciary duties. (b) The Company shall immediately notify Acquisition after receipt of any Acquisition Proposal, or any modification of or amendment to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic request for non-public information or data to, or have or participate in any discussions with, any person relating to the Company or any of its subsidiaries in connection with an Acquisition Proposal or (iv) unless this Agreement for access to the properties, books or records of the Company or any subsidiary by any person or entity that informs the Board or such subsidiary that it is considering making, or has been terminated in accordance with its termsmade, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any an Acquisition Proposal. Notwithstanding the foregoing, Such notice to Acquisition shall be made orally (within one business day) and in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party maywriting (as soon thereafter as practicable), and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish shall indicate whether the Company is providing or cause intends to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with provide the person making the Acquisition Proposal if with access to information concerning the Company. (c) If the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in receives a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic request for non-public information permitted to be provided pursuant to this sentence, such party shall have entered into by a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an who makes a bona fide Acquisition Proposal, and the substance thereof Board determines in good faith (including upon the terms and conditions advice of and counsel) that it is required to cause the identity of Company to act as provided in this Section 6.09 in order to discharge properly its fiduciary duties, then, provided the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal has executed a confidentiality agreement substantially equivalent to the one then in effect between the Company and any draft agreements▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, proposals or other materials received from or on behalf of the Company may provide such person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep access to information regarding the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyCompany.

Acquisition Proposals. (a) Each party Party agrees that it will not, and will cause each of its Subsidiaries and its and their respective its Subsidiaries’ officers, directors, employees, agents, advisors Representatives and representatives (collectively, “Representatives”) Affiliates not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to any Acquisition Proposal to, or (iv) unless this Agreement has been terminated in accordance with its terms, approve or recommend, or propose to approve or recommend, or execute or enter into into, any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition merger agreement, merger asset purchase or share exchange agreement, option agreement or other similar agreement (whether written or oralrelated to, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any an Acquisition Proposal. Notwithstanding the foregoing; provided that, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party either Party receives an unsolicited bona fide written Acquisition Proposal and such Party’s Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to constitute a Superior Proposal, such party Party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, prior to (but not after) the BNY Shareholders’ Meeting or the Mellon Shareholders’ Meeting, as applicable, furnish or cause to be furnished confidential or nonpublic information or data to, and participate in such negotiations or discussions with with, the person Person making the such Acquisition Proposal if to the extent that the Board of Directors of such party Party concludes in good faith (after receiving the advice of its outside counsel, counsel and consultation with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable lawLaw; provided, provided further that, prior to furnishing providing any confidential or nonpublic information or data permitted to be provided pursuant to this sentencethe foregoing proviso, such party it shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and Party will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person Persons other than the other party Party with respect to any Acquisition Proposal. Each party Party will promptly (and in all events within twenty-four (24) 24 hours) advise the other party Party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person Person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreementsthe material terms thereof), proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party Party apprised on a current basis of any related developments, discussions and negotiations (including the terms and conditions of the Acquisition Proposal as it may be amended, revised or supplemented from time to time, and of the execution and delivery of any confidentiality agreement between such Party and the Person making such Acquisition Proposal) and will provide to the other Party on a current basisbasis all material and information delivered or made available to the Person making such Acquisition Proposal to the extent such material and information was not previously furnished or made available to such other Party. Without limiting the foregoing, including each Party shall notify the other Party, orally and in writing, within 24 hours if it enters into discussions or negotiations with another Person concerning an Acquisition Proposal or provides non-public information or data to any amendments to or revisions Person in accordance with this Section 5.13. Each of the terms of such inquiry or Acquisition Proposal. Each party Parties shall, and shall cause Newco to, use its reasonable best efforts to enforce (and not waive or amend any provision of) any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party relating to an Acquisition Proposal in accordance with the terms thereof. As used . (b) Nothing contained in this Agreement shall prevent a Party (or Newco) or its Board of Directors from complying with Rule 14d-9 and Rule 14e-2 under the 1934 Act with respect to an Acquisition Proposal; provided, that such Rules will in no way eliminate or modify the effect that any action pursuant to such Rules would otherwise have under this Agreement. (c) Nothing in this Section 5.13 shall (x) permit either Party to terminate this Agreement or (y) affect any other obligation of the Parties under this Agreement, “including the obligation to submit this Agreement to a vote of their respective shareholders. Neither Party shall submit to the vote of its shareholders any Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, Proposal other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyMerger.

Acquisition Proposals. (a) Each party BDC agrees that neither it will notnor JSB shall, and will that it shall direct and use its reasonable best efforts in good faith to cause each of its Subsidiaries and its and their respective JSB’s directors, officers, directors, employees, agents, advisors agents and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly otherwise facilitate any inquiries or proposals the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving BDC or JSB, or any purchase of all or substantially all of the assets of BDC or JSB or more than 10% of the outstanding equity securities of BDC or JSB (any such proposal or offer being hereinafter referred to as an “BDC Acquisition Proposal”). BDC further agrees that neither BDC nor JSB shall, (ii) and that it shall direct and use its reasonable best efforts in good faith to cause its and JSB’s directors, officers, employees, agents and representatives not to, directly or indirectly, engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to an BDC Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an BDC Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent BDC or the BDC Board from (i) complying with its disclosure obligations under federal or state law; (ii) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written BDC Acquisition Proposal if the BDC or JSB Board receives from the Person so requesting such information an executed confidentiality agreement; (iii) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written BDC Acquisition Proposal or (iv) unless this Agreement has been terminated recommending such an BDC Acquisition Proposal to the shareholders of BDC, if and only to the extent that, in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement each such case referred to and entered into in accordance with this Section 6.13clause (ii) in connection with or relating to any Acquisition Proposal. Notwithstanding (iii) above, (A) the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the BDC Board of Directors of such party concludes determines in good faith (after receiving the advice of its consultation with outside legal counsel, and with respect to financial matters, its financial advisors) that failure to take such actions action would be more likely than not required in order for its directors to result in a violation of its comply with their respective fiduciary duties under applicable law; providedlaw and (B) the BDC Board determines in good faith (after consultation with its financial advisor) that such BDC Acquisition Proposal, thatif accepted, prior to furnishing any confidential or nonpublic information permitted is reasonably likely to be provided pursuant consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to this sentence, such party shall have entered into BDC’s shareholders from a confidentiality agreement with financial point of view than the person making such Merger. A BDC Acquisition Proposal on terms no less favorable which is received and considered by the BDC Board in compliance with this Section 6.08 and which meets the requirements set forth in clause (iv) of the preceding sentence is herein referred to as an “BDC Superior Proposal.” BDC agrees that it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party parties conducted heretofore with respect to any BDC Acquisition ProposalProposals. Each party BDC agrees that it will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of notify Merchants if any such Acquisition Proposal and any draft agreementsinquiries, proposals or other materials offers are received from by, any such information is requested from, or on behalf of the person making any such inquiry discussions or Acquisition Proposal in connection with such inquiry negotiations are sought to be initiated or Acquisition Proposalcontinued with, and will keep the other party apprised of any related developmentsBDC, discussions and negotiations on a current basisJSB, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyrepresentatives.

Acquisition Proposals. (a) Each party Unless otherwise required by law, the Company agrees that (i) it will and its officers and directors shall not, and will cause each of (ii) its Subsidiaries and its Subsidiaries’ officers and their respective officers, directors, directors shall not and (iii) it shall ensure that its and its Subsidiaries’ employees, agents, advisors (including financial advisors) and other representatives (collectively, “Representatives”) not to, directly or indirectlyshall not, (iA) initiate, solicit, solicit or knowingly encourage or knowingly facilitate any inquiries or proposals the making of any proposal or offer with respect to a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company or any Acquisition Proposal, (ii) engage proposal or participate offer to acquire in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential manner an equity interest representing a 5% or nonpublic information greater economic or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, voting interest in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of SterlingCompany, or the Requisite Webster Voteassets, securities or other ownership interests of or in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it Company or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25representing 5% or more of the consolidated assets of the partyCompany and its Subsidiaries, other than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”) or (B) engage in any negotiations or discussions concerning or in connection with an Acquisition Proposal. The Company shall promptly notify Parent of the receipt of any Acquisition Proposal after the date hereof, which notice shall include a summary of the material terms thereof to the extent such notice is permitted under the Acquisition Proposal. (b) Unless otherwise required by law, the Company agrees that (i) it and its officers and directors shall not, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or and its Subsidiaries’ officers and directors shall not and (iii) a mergerit shall ensure that its and its Subsidiaries’ Representatives shall not provide access to its properties, consolidationbooks and records or any confidential information or data to, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or any Person in the aggregate, constitute 25% or more of the consolidated assets of the partyconnection with an Acquisition Proposal.

Acquisition Proposals. (a) Each party agrees that it will notSince April 13, 2001, and will cause each continuing through the Effective Time or the earlier termination of this Agreement in accordance with its terms, the Company agrees that: (i) neither it nor any of its Subsidiaries and its and their respective officershas initiated, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not tosolicited or encouraged, directly or indirectly, (i) or shall initiate, solicitsolicit or encourage, knowingly encourage directly or knowingly facilitate indirectly, any inquiries or proposals the making or implementation of any proposal or offer (including any proposal or offer to its stockholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation, share exchange, sale of assets or similar transaction involving all or any significant portion of the assets or any equity securities of the Company and its Subsidiaries, taken as a whole, other than the transactions contemplated by this Agreement and the Partnership Merger Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal, (ii") or has engaged or shall engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) or provided or shall provide any confidential or nonpublic information or data to, or had or shall have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, or otherwise, has facilitated or shall facilitate any effort or has attempted or shall attempt to make or implement an Acquisition Proposal (for the avoidance of doubt, responding to an unsolicited inquiry by informing such inquirer that the Company is subject to this Section 4.1 and the substance thereof (including the terms and conditions of and the identity instructing such inquirer to review this Section of the person making such inquiry or Acquisition ProposalAgreement shall not be a violation of this Section 4.1); provided, however, that the Company may provide confidential information to G. Realco LLC, Trans Healthcare, Inc., ▇▇▇▇▇▇▇▇▇▇▇ Health Trust and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Existing Interested Parties"), will provide so long as the other party with Existing Interested Parties have each entered into an unredacted copy of any such Acquisition Proposal appropriate confidentiality and any draft agreements, proposals or other materials received from or on behalf of standstill agreement in a form satisfactory to the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition ProposalCompany; (ii) it has directed, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce cause, its officers, directors, employees, agents or financial advisors not to engage in any of the activities restricted by Section 4.1(i); provided, however, that this shall not prevent the Continuing Stockholders from taking any action prohibited by this Section 4.1 and that any such action shall not constitute a violation of this Section 4.1; (iii) except for providing confidential information to the Existing Interested Parties as described in Section 4.1(i), it has ceased and caused to be terminated any existing confidentiality activities, discussions or standstill agreements to which it or negotiations theretofore conducted with any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, person with respect to Webster any Acquisition Proposal and has taken the necessary steps to inform the individuals or Sterling, as applicable, other than entities referred to in Section 4.1(i) of the transactions contemplated by obligations undertaken in this Agreement, Section 4.1; and (iv) it will notify Acquiror promptly if the Company has received or receives any offer, proposal such inquiries or inquiry relating toproposals, or any third party indication requests for such information, or if any such negotiations or discussions are sought to be initiated or continued with it; provided, however, that nothing contained in this Agreement shall restrict the Board or Special Committee (or the officers, directors, employees, agents and financial advisors of interest in, the Company acting at the direction of the Board or Special Committee) from (i) prior to the Stockholders Meeting, entering into discussions or negotiations with any acquisition person that makes a bona fide, written and unsolicited Acquisition Proposal, if (A) the Board or purchaseSpecial Committee determines in good faith, direct on advice of counsel, that the failure to take such action would reasonably be expected to violate its duties under applicable law and such proposal is, or indirectis reasonably likely to be, of 25% a Superior Acquisition Proposal (as defined below), (B) prior to entering into discussions or more negotiations with such person, the Company provides written notice to Acquiror to the effect that it is entering into discussions with such person and (C) the Company keeps Acquiror informed of the consolidated assets status (not the terms or identity of a party and its Subsidiaries or 25% or more parties) of any class of equity such discussions or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, negotiations; and (ii) any tender offer (including to the extent applicable, taking and disclosing to the Company's stockholders a self-tender offer) position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal; provided, however, that the Board or exchange offer that, if consummated, would result in such third party beneficially owning 25% Special Committee may not approve or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyrecommend an Acquisition Proposal, or (iii) withdraw or modify in a mergermanner adverse to Acquiror its approval or recommendation of this Agreement and the Merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving unless such Acquisition Proposal is a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partySuperior Acquisition Proposal.

Acquisition Proposals. (a1) Each party agrees that it will notNeither the Parent nor the Sub or any of their respective officers and directors shall, and the Parent and Sub will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors agents and representatives (collectivelyincluding, “Representatives”without limitation, any investment banker, attorney or accountant retained by the Parent or Sub) not to, directly or indirectly, (i) initiate, solicit, knowingly initiate or encourage (including by way of furnishing information), or knowingly take any other action designed or reasonably likely to facilitate (including, without limitation, any amendment, modification or termination, or any agreement to do any of the foregoing, to the Rights Agreement or any redemption of rights issued thereunder) any inquiries or proposals with respect the submission or any proposal or offer from any Person relating to an Acquisition Proposal (as defined below) involving Parent, Sub or any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have other Parent Subsidiary or participate in any discussions withor negotiations regarding any such Acquisition Proposal; provided, any person relating however, that subject to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance compliance with this Section 6.13) 6.1(b), the Parent, the Sub and their respective directors and officers may participate in connection any discussions or negotiations regarding, furnish any information with respect to, assist or relating facilitate any effort or attempt by any Person to any Acquisition Proposal. Notwithstanding the foregoingdo or seek, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause solely to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if extent that the Board of Directors of such party concludes Parent or Sub, as applicable, determines in good faith (after receiving the advice of its outside counselfaith, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not are necessary in order for the Board of Directors of Parent or Sub, as applicable, to result in a violation of comply with its fiduciary duties obligations under applicable law; provided, that, prior law in response to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any an Acquisition Proposal or any inquiry which could reasonably be expected to lead material modification to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such which Acquisition Proposal or material modification was made after the date hereof and any draft agreements, proposals or other materials received from or on behalf of was not solicited after the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereofdate hereof. As used in this Agreementherein, “the term "Acquisition Proposal” " means, with respect to Webster or Sterlinga particular Person, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party involving, or its Subsidiaries whose assets, individually any purchase of all or in the aggregate, constitute 25% or more any significant portion of the consolidated assets or any equity securities of, or any tender offer or exchange offer for shares of any class of equity securities of, such Person. The transactions contemplated by this Agreement shall not be deemed an Acquisition Proposal. The Parent and Sub will cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal and will notify Purchaser promptly if any such Acquisition Proposal is received by, any such information is requested from, or any such negotiations or discussions are sought to be instituted or continued with, the partyParent or the Sub.

Acquisition Proposals. (a) Each party agrees that it will The Company shall not, and will cause each nor shall it authorize or permit any of its the Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not or Representatives of the Company to, directly or indirectlyindirectly through another Person, (ia) initiate, solicit, knowingly initiate or encourage (including by way of furnishing information) or knowingly facilitate inquiries otherwise take any action to facilitate, the making of any proposal that constitutes an Acquisition Proposal or proposals with respect to any Acquisition Proposal, (iib) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions withor negotiations regarding, any person relating proposal that constitutes, or may reasonably be expected to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termslead to, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing; provided, in the event however, that after if, at any time prior to the date that is the earlier of the 60th day following the date of execution of this Agreement and prior to the receipt date of the Requisite Sterling VoteStockholders' Meeting, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes the Company, in exercise of its fiduciary duties, reasonably determines in good faith (after receiving faith, based upon the written advice of its independent outside legal counsel, that the Board of Directors of the Company is required to do so to comply with its fiduciary duties to the Company Stockholders under applicable Law, the Board of Directors of the Company and its Representatives may, in response to a Superior Proposal that did not result in a breach of this Section 6.9, and subject to providing contemporaneous notice of its decision to take such action to the Parent, (i) furnish information with respect to financial matters, its financial advisors) that failure the Company and the Subsidiaries to take such actions would be more likely than not to result in any Person making a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided Superior Proposal pursuant to this sentence, such party shall have entered into a customary confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, (ii) participate in discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition regarding such Superior Proposal. Each party will promptly The Company shall provide immediate oral and written notice to the Parent of (within twenty-four (24a) hours) advise the other party following receipt of any such Acquisition Proposal or any inquiry which could reasonably be expected to lead to an any Acquisition Proposal, and (b) the substance thereof (including the material terms and conditions of such Acquisition Proposal or inquiry, and (c) the identity of such Person or entity making any such Acquisition Proposal or inquiry. The Company shall continue to keep the person making such inquiry or Acquisition Proposal), will provide Parent informed of the other party with an unredacted copy status and details of any such Acquisition Proposal and any draft agreementsor inquiry, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of as well as any related developments, discussions and or negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in permitted under this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partySection 6.9.

Acquisition Proposals. (a) Each party agrees that it will notExcept as hereinafter provided, and will cause each neither the Company nor any of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not toshall, directly or indirectly, (i) initiatethrough any officer, director, agent or otherwise, solicit, initiate or knowingly encourage the submission of any proposal or knowingly facilitate inquiries or proposals with respect offer from any Person (as hereinafter defined) relating to any acquisition or purchase of all or (other than in the ordinary course of business) a substantial portion of the assets of, or a substantial equity interest in, the Company or any of its Subsidiaries or any recapitalization, business combination or similar transaction with the Company or any of its Subsidiaries (any such proposal or offer being an "Acquisition Proposal, (ii") engage or participate in any negotiations regarding, or furnish to any other Person any non-public information with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data respect to, or have or participate in take any discussions with, any person relating other action to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter knowingly facilitate the making of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any an Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date foregoing provisions of this Agreement and prior Section 5.2, (a) the Company may engage in discussions or negotiations with a third party who seeks to the receipt of the Requisite Sterling Vote, in the case of Sterling, initiate such discussions or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, negotiations and may permit its Subsidiaries and its furnish such third party information concerning the Company and its Subsidiaries’ Representatives to, furnish or cause in each case only in response to be furnished confidential or nonpublic a request for such information or data access which was not solicited, initiated or knowingly encouraged by the Company or any of its affiliates, (b) the Board or the Special Committee may take and participate in such negotiations or discussions with disclose to the person making Company's shareholders a position contemplated by Rule 14e-2 promulgated under the Exchange Act and (c) following receipt of an Acquisition Proposal if from a third party, the Board of Directors of such party concludes or the Special Committee may withdraw or modify its recommendation referred to in Section 1.12, but in each case referred to in the foregoing clauses (a) through (c) only to the extent that the Board or the Special Committee shall conclude in good faith (after receiving consultation with legal counsel that the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would action could reasonably be more likely than not determined to result in be a violation breach of its the Board's or the Special Committee's fiduciary duties obligations to the Company's shareholders under applicable law; provided. In connection with any party's Acquisition Proposal, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered the Company will enter into a an appropriate confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and The Company will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any all existing activities, discussions or and negotiations conducted before the date of this Agreement with any person other than the other party parties conducted heretofore with respect to any Acquisition Proposal. Each party will From and after the execution of this Agreement, the Company shall promptly (within twenty-four (24) hours) advise notify Purchaser of the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and and, in any such notice to Purchaser, shall indicate in reasonable detail the substance material terms thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of or parties involved. Nothing in this Section 5.2 shall preclude the Company from making any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments disclosure to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries shareholders that is a party in accordance with the terms thereofrequired under applicable law. As used in this Agreement, “Acquisition Proposal” means"Person" shall mean a natural person, with respect to Webster entity, organization or Sterlingassociation, as applicableincluding, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating but not limited to, a partnership, corporation, limited liability company, business trust, joint stock 40 47 company, trust, unincorporated association, joint venture, Governmental Entity, group acting in concert or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of person acting in a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyrepresentative capacity.

Acquisition Proposals. The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director or employee of or any investment banker, attorney, accountant or other advisor or representative of, the Company or any of its Subsidiaries to, directly or indirectly, (ai) Each party agrees solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or agree to or endorse, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 6.16 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal if, and only to the extent that (A) the Board of Directors of the Company, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to the Company stockholders under applicable law and (B) prior to taking such action, the Company (x) provides reasonable notice to Parent to the effect that it will notis taking such action and (y) receives from such person or entity an executed confidentiality agreement in customary form. The Company shall notify Parent of any Acquisition Proposal (including, without limitation, the material terms and conditions thereof and the identity of the person making it) as promptly as practicable after its receipt thereof, and shall provide Parent with a copy of any written Acquisition Proposal or amendments or supplements thereto, and shall thereafter inform Parent on a prompt basis of the status of any discussions or negotiations with such a third party, and any material changes to the terms and conditions of such Acquisition Proposal, and shall promptly give Parent a copy of any information delivered to such person which has not previously been reviewed by Parent. The term "Acquisition Proposal" as used herein means any tender or exchange offer involving the capital stock of the Company or any of the Company Subsidiaries, any proposal for a merger, consolidation or other business combination involving the Company or any of the Company's Subsidiaries, any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the business or assets of, the Company or any of the Company's Subsidiaries, any proposal or offer with respect to any recapitalization or restructuring of the Company or any of the Company's Subsidiaries, or any proposal or offer with respect to any other transactions similar to any of the foregoing with respect to the Company of any of the Company Subsidiaries, other than the Merger contemplated by this Agreement. Immediately after the execution and delivery of this Agreement, the Company will, and will cause each of its Subsidiaries and its affiliates, and their respective officers, directors, employees, agentsinvestment bankers, advisors attorneys, accountants and representatives (collectively, “Representatives”) not other agents to, directly cease and terminate any existing activities, discussions or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data toProposal and shall notify each party that it, or have or participate in any discussions withofficer, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsdirector, approve or enter into any term sheetinvestment advisor, letter of intentfinancial advisor, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement attorney or other agreement (whether written or oralrepresentative retained by it, binding or nonbinding) (other than a confidentiality agreement referred has had discussions with during the 30 days prior to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if that the Board of Directors of such party concludes in good faith (after receiving the advice Company no longer seeks the making of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party.

Acquisition Proposals. (a) Each party agrees that it will of the Company and Parent shall not, and will cause each of shall not permit its Subsidiaries to, and shall direct its and its and their respective Subsidiaries’ directors, officers, directorsinvestment bankers, employeesfinancial advisors, agentsattorneys, advisors accountants and other representatives (collectively, “Representatives”) not to, (A) directly or indirectly, (i) initiate, solicit, initiate or solicit or knowingly encourage or knowingly facilitate any inquiries or proposals the making or submission of any proposal or offer with respect to a tender offer or exchange offer, merger, reorganization, share exchange, consolidation or other business combination involving it or any proposal or offer to acquire in any manner 20% or more of its Equity Interests, or the assets, securities or other ownership interests of or in it or any Subsidiary representing 20% or more of the consolidated assets, revenues or earnings of the Company and the Company Subsidiaries or of the Parent and the Parent Subsidiaries, as the case may be, other than the transactions contemplated by the Transaction Agreements and the Standalone Drug Sale Agreement (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”) or (B) directly or indirectly, engage in any negotiations or discussions concerning, or provide any confidential information or data to, any Person relating to an Acquisition Proposal or execute or enter into any agreement, understanding, letter of intent or arrangement with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred described below). Subject to and entered into in accordance Section 6.5(b), neither the Company nor Parent, nor the Company Board of Directors nor the Parent Board of Directors (each, a “Board of Directors”) nor any committee thereof shall recommend to its stockholders any Acquisition Proposal or approve any agreement with this Section 6.13) in connection with or relating respect to any an Acquisition Proposal. Notwithstanding the foregoing, nothing contained in the event that after the date of this Agreement shall prevent either of the Company or Parent or its Board of Directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act or from making any other legally required disclosure to stockholders with regard to an Acquisition Proposal (provided that neither the Company nor the Parent nor the Board of Directors thereof may recommend any Acquisition Proposal unless permitted by Section 6.5(b) below and may not fail to include or make, or withdraw, modify or change in a manner adverse to the other party all or any portion of, the Company Board Recommendation or Parent Board Recommendation, as the case may be, unless permitted by Section 6.2 (in which case Parent or the Company shall have the right to terminate this Agreement as set forth in Section 8.1(e)(ii) or Section 8.1(d)(ii), as applicable), and provided further that, notwithstanding anything herein to the contrary, any “stop-look-and-listen” communication to its stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act shall not be considered a failure to make, or a withdrawal, modification or change in any manner adverse to the other party of, all or a portion of the Company Board Recommendation or the Parent Board Recommendation, as applicable) or (ii) (A) prior to obtaining the receipt requisite vote of its stockholders at the Requisite Sterling VoteCompany Stockholders Meeting, in the case of Sterlinga Company Proposal, providing access to its properties, books and records and providing information or data in response to a request therefor by a Person who has made a bona fide, unsolicited Acquisition Proposal that does not involve an intentional, material breach of this Section 6.5(a), if (1) the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreements (except for such changes specifically necessary in order for such party to be able to comply with its obligations under this Agreement and it being understood that either party may enter into a confidentiality agreement without a standstill provision or with a standstill provision less favorable to it if it waives or similarly modifies the standstill provision in the relevant Confidentiality Agreement in favor of the other party), and (2) in the case of a Parent Proposal, such Parent Proposal is, or is reasonably likely to result in, a Qualifying Parent Proposal, or (B) prior to obtaining the Requisite Webster Voterequisite vote of its stockholders at the Company Stockholders Meeting, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Company Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate engaging in such any negotiations or discussions with the person making the any Person who has made a bona fide unsolicited Acquisition Proposal that does not involve an intentional, material breach of this Section 6.5(a) and, in addition, in the case of a Parent Proposal, such Parent Proposal is a Qualifying Parent Proposal, if and only to the Board extent, in the case of Directors of such party concludes in good faith (after receiving the advice of its outside counsela Company Proposal, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or taking any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party.the

Acquisition Proposals. (a) Each party The Company agrees that neither it will not, and will cause each nor any of its Subsidiaries shall, and that it shall direct and use its reasonable best efforts to cause its and their respective each such Subsidiary's directors, officers, directors, employees, agents, advisors agents and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly otherwise facilitate any inquiries or proposals the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving, or any purchase of all or substantially all of the assets of the Company or more than 10% of the outstanding equity securities of the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither the Company nor any of its Subsidiaries shall, (ii) and that it shall direct and use its reasonable best efforts to cause its and each such Subsidiary's directors, officers, employees, agents and representatives not to, directly or indirectly, engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal or (iv) unless Proposal; provided, however, that nothing contained in this Agreement has been terminated in accordance shall prevent the Company or the Company Board from (A) complying with its terms, approve disclosure obligations under federal or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement state law; (B) providing information in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than response to a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, request therefor by a party receives Person who has made an unsolicited bona fide written Acquisition Proposal, Proposal if the Company Board receives from the Person so requesting such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate an executed confidentiality agreement; (C) engaging in such any negotiations or discussions with the person making the any Person who has made an unsolicited bona fide written Acquisition Proposal or (D) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, in each such case referred to in clause (B), (C) or (D) above, (i) the Company Board of Directors of such party concludes determines in good faith (after receiving the advice of its consultation with outside legal counsel, and with respect to financial matters, its financial advisors) that failure to take such actions action would be more likely than not required in order for its directors to result in a violation of its comply with their respective fiduciary duties under applicable law; providedlaw and (ii) the Company Board determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, thatif accepted, prior to furnishing any confidential or nonpublic information permitted is reasonably likely to be provided pursuant consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to this sentence, such party shall have entered into the Company's shareholders from a confidentiality agreement with financial point of view than the person making such Merger. An Acquisition Proposal on terms no less favorable which is received and considered by the Company in compliance with this Section 6.08 and which meets the requirements set forth in clause (D) of the preceding sentence is herein referred to as a "Superior Proposal." The Company agrees that it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party parties conducted heretofore with respect to any Acquisition ProposalProposals. Each party The Company agrees that it will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of notify Parent if any such Acquisition Proposal and any draft agreementsinquiries, proposals or other materials offers are received from by, any such information is requested from, or on behalf of any such discussions or negotiations are sought to be initiated or continued with, the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it Company or any of its Subsidiaries is a party in accordance with representatives as soon as the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more Company becomes aware of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partysame.

Acquisition Proposals. (a) Each party agrees that it will Subject to the provisions of this Section 6.3, and except for actions or omissions taken by or at the written direction of any Purchaser Party, during the Pre-Closing Period, the Company and the other Acquired Companies shall not, and will the Company and the other Acquired Companies shall use their reasonable best efforts to cause each of its Subsidiaries and its and their respective officers, directors, employeesemployees and their respective Third Party Representatives, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, : (i) solicit or initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect knowingly encourage the submission of any Acquisition Proposal or the making of any inquiry or proposal that would reasonably be expected to lead to any Acquisition Proposal, ; (ii) furnish any nonpublic information regarding, or afford access to, the properties, books or records of any of the Acquired Companies to any Person with the intent to facilitate or encourage an Acquisition Proposal; (iii) engage in discussions or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to any Acquisition Proposal or Proposal; (iv) unless this Agreement has been terminated in accordance with its termsapprove, approve endorse, recommend or enter into any term sheetagreement in principle, letter of intent, commitment, memorandum of understanding, agreement in principlemerger agreement, acquisition agreement, merger agreement or other similar agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding ; (v) amend or grant any waiver or release under any standstill or similar agreement or approve any transaction under, or permit any Third Party to become an “interested stockholder” under, Section 203 of the DGCL; or (vi) resolve to propose, agree or publicly announce an intention to do any of the foregoing. (b) Anything in this Agreement to the contrary notwithstanding, at any time prior to the Offer Closing, (i) the Company may furnish nonpublic information regarding the Acquired Companies to, afford access to, and engage in discussions or negotiations with, any Person or group of Persons in response to a bona fide unsolicited Acquisition Proposal submitted to the event that Company or the Board by such Person or group after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if hereof that the Board of Directors of such party concludes in good faith faith, after consultation with outside legal counsel and the Company’s financial advisor, constitutes or is reasonably likely to lead to a Superior Proposal if (A) such Acquisition Proposal did not result from a breach of this Section 6.3; (B) the Board determines in good faith, after receiving the advice of consultation with its outside legal counsel, and with respect to financial mattersafter considering all relevant factors, its financial advisors) that the failure to take such actions action would be more likely than not to result in a violation of inconsistent with its fiduciary duties under applicable lawLaw; provided, that, (C) (x) prior to furnishing any confidential or nonpublic information permitted regarding the Acquired Companies the Company receives from such Person or group of Persons an executed Acceptable Confidentiality Agreement and (y) prior to be provided pursuant taking any of the above actions with such Person or group of Persons, the Company shall have given Parent prior written notice setting forth the identity of such Person or group of Persons, and the Company’s intention to this sentencefurnish nonpublic information to, or enter into discussions with, such party shall have entered into a confidentiality agreement Person or group of Persons; and (D) concurrently with furnishing any such nonpublic information to such Person or group of Persons, the person making Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished or made available by the Company to any Purchaser Party); and (ii) following the receipt of an Acquisition Proposal, the Board may contact the Person or group of Persons who has made such Acquisition Proposal on to clarify and understand the terms and conditions thereof. (c) At any time prior to the Offer Closing, the Company shall promptly (and in no less favorable event later than one Business Day after receipt of such Acquisition Proposal) advise Parent orally and in writing of the receipt by the Company of any Acquisition Proposal or any inquiry that would reasonably be expected to lead to an Acquisition Proposal (including the identity of the Person or group of Persons making or submitting such Acquisition Proposal, and details of the material terms and conditions thereof). The Company shall keep Parent promptly (and in no event later than one Business Day after receipt by the Company) and reasonably informed with respect to (i) the status of any such Acquisition Proposal and (ii) the status, any material developments and terms of any material modification thereto. The Company agrees that it than the Confidentiality Agreement, which confidentiality will not enter into any agreement shall not provide such person with any exclusive right Person subsequent to negotiate the date hereof that prohibits the Company from providing any information or materials to Parent in accordance with, or otherwise complying with such party. Each party will, and will cause its Subsidiaries and Representatives to, this Section 6.3(c). (d) The Company shall immediately cease and cause to be terminated any activities, discussions or negotiations conducted before existing as of the date of this Agreement hereof with any person other than the other party with respect Person or group of Persons that relate to any Acquisition Proposal and, from and after the date hereof, take such action as is reasonably necessary to enforce (x) any confidentiality provisions or provisions of similar effect to which the Acquired Companies is a beneficiary and (y) the provisions of any standstill agreement or similar agreement. (e) During the Pre-Closing Period, neither the Company nor the Board (in accordance with Section 9.14) nor any committee thereof shall (i) withhold, withdraw, amend, qualify or modify, in a manner adverse to the Purchaser Parties, the Company Recommendation, (ii) adopt, approve or recommend any Acquisition Proposal. Each party will , (iii) fail to include the Company Recommendation in the Offer Documents or fail to recommend against any Acquisition Proposal subject to Regulation 14D under the Exchange Act in any solicitation or recommendation statement on Schedule 14D-9 as promptly as practicable after the commencement of such Acquisition Proposal (but in any event within twenty-four ten Business Days following such commencement), (24iv) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, fail to reaffirm its approval or recommendation of this Agreement and the substance thereof Merger within five Business Days after receipt of any reasonable request to do so from Parent or (including v) resolve or agree to take any of the foregoing actions or publicly propose to do any of the foregoing (any of the actions or events described in clauses (i) through (v), a “Change in Recommendation”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Offer Closing, if (A) in response to an Intervening Event, the Board determines in good faith, after consultation with its outside legal counsel and financial advisor, and after considering all relevant factors, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law or (B) in response to the receipt by the Company of an unsolicited bona fide Acquisition Proposal, the Board determines in good faith, after consultation with its financial advisor and outside legal counsel, and after considering all relevant factors, that such Acquisition Proposal constitutes a Superior Proposal and that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, the Board may make a Change in Recommendation in respect of such Intervening Event or such Superior Proposal, as the case may be. The Board may make a Change in Recommendation, only if (i) the Board has notified Parent in writing of its intent to take such action (any such notice, a “Change in Recommendation Notice”), which notice shall be provided at least five Business Days in advance of such action (and the Purchaser Parties shall keep the contents of such Change in Recommendation Notice confidential until such Change in Recommendation is made public by the Company) and, if delivered in connection with a (A) Superior Proposal, contain the identity of the Person making the Superior Proposal, specify the material terms of the Superior Proposal and contain a copy of the material documents or agreements providing for the Superior Proposal or (B) Intervening Event, contain a reasonably detailed description of such Intervening Event; provided, that it is agreed that the provision of such Change in Recommendation Notice to Parent, in each case, shall not constitute a Change in Recommendation; (ii) if requested by Parent, the Company shall, and shall cause its Representatives to, for a period of at least four Business Days following receipt by Parent of the Change in Recommendation Notice (such time period, the “Notice Period”), negotiate with Parent and any Representative of Parent in good faith (to the extent Parent desires to negotiate) to permit Parent to propose amendments to the terms and conditions of this Agreement and the identity Contemplated Transactions (a “Parent Proposal”); (iii) following the Notice Period, and taking into account any Parent Proposal received during the Notice Period, the Board shall have considered in good faith such Parent Proposal, if any, and shall have determined, in respect of such Superior Proposal, that the person making Superior Proposal would continue to constitute a Superior Proposal or, in respect of such inquiry or Acquisition Intervening Event, the failure to make a Change in Recommendation with respect to such Intervening Event would be inconsistent with its fiduciary duties under applicable Law, if the revisions proposed in such Parent Proposal), will provide the other party if any, were to be given effect; and (iv) such Superior Proposal did not result from a breach of this Section 6.3. The Company acknowledges and agrees that, in connection with a Change in Recommendation Notice delivered in connection with an unredacted copy Acquisition Proposal that is determined to be a Superior Proposal, each successive material modification to the financial terms of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or shall be deemed to constitute a new Acquisition Proposal for purposes of this Section 6.3(e) and shall trigger a new Notice Period, except that the Notice Period shall be at least three Business Days (instead of four Business Days otherwise contemplated by clause (ii) above). (f) Nothing contained in this Agreement shall prohibit the Company or the Board or any committee thereof from (i) making any disclosure to the Company’s stockholders if the Board or any committee thereof has determined in good faith that the failure to do so would be inconsistent with applicable Law (including fiduciary duties) or (ii) complying with Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act with respect to an Acquisition Proposal (or any similar communication to its stockholders in connection with the making or amendment of a tender offer or exchange offer); provided, that any such action taken or statement made that relates to an Acquisition Proposal shall not be deemed to be a Change in Recommendation if the Board reaffirms the Company Recommendation in such statement or in connection with such inquiry or Acquisition Proposalaction. During the Pre-Closing Period, and will keep upon the other party apprised of written request by Parent (A) following any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party disclosure specified in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, clauses (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer above or (including a self-tender offerB) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregateevent an Acquisition Proposal has been publicly announced, constitute 25% or more of the consolidated assets of Board shall expressly publicly reaffirm the partyCompany Recommendation within five Business Days following such request, or (iii) and failure to do so shall be deemed to be a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or Change in the aggregate, constitute 25% or more of the consolidated assets of the partyRecommendation.

Acquisition Proposals. (a) Each party agrees that it will The Company shall not, and will shall cause each of its Subsidiaries and its and their respective the officers, directors, employees, agents, agents and advisors of the Company and representatives (collectively, “Representatives”) its Subsidiaries not to, directly or indirectly, (i) initiate, solicit, solicit or knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) or engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, the Company and its Subsidiaries and their officers, directors, agents and advisors shall be permitted to engage in any discussions or negotiations with, or provide any information to, any Person in response to a bona fide written Acquisition Proposal by any such Person received by the event Company, if and only to the extent that after the date in each such case such proposal was not solicited or encouraged in violation of this Agreement and (i) the Company Meeting shall not have occurred; (ii) the Company Board determines in good faith that such Acquisition Proposal would, if consummated, constitute a Superior Proposal and is reasonably likely to be consummated; (iii) the Company Board determines, in good faith after consultation with outside counsel, that such action is legally required as a matter of the fiduciary duties of the directors under applicable law; and (iv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, the receipt Company receives from such Person an executed confidentiality agreement containing terms no less restrictive with respect to such Person than the terms of the Requisite Sterling VoteConfidentiality Agreement with respect to Nortel Networks. The Company shall notify Nortel Networks promptly, but in any event within 24 hours after any officer or director of the Company becomes aware, of any such inquiries, proposals, or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the case name of Sterlingsuch Person and the material terms and conditions of any proposals or offers. For the purposes of this Agreement, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited "Superior Proposal" shall mean any bona fide written Acquisition Proposal, Proposal made by a third party that was not solicited or encouraged in violation of this Agreement and which the Company Board determines in its good faith judgment (based on the written opinion to such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause effect by a financial advisor of nationally recognized reputation) to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it the stockholders of the Company than the Confidentiality transactions contemplated by this Agreement, which confidentiality agreement . The Company shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before prior to the date of this Agreement with any person parties other than the other party Nortel Networks with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) The Company shall advise the other party following receipt Nortel Networks of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, material developments with respect to Webster or Sterling, any proposal as applicable, other than to which the transactions contemplated by Company is exercising its rights pursuant to the second sentence of this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of Section 6.06 promptly upon the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyoccurrence thereof.

Acquisition Proposals. (a) Each party agrees that it will Stockholder shall not, and will each Stockholder shall use its reasonable best efforts to cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) Affiliates' Representatives not to, directly or indirectly, (i) initiate, solicit, initiate or knowingly encourage or knowingly facilitate inquiries or proposals with respect to the submission of any Acquisition Proposal, (ii) engage approve or participate recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, or any other agreement, arrangement or understanding, relating in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating respect to any Acquisition Proposal or (iviii) unless this Agreement has been terminated participate in accordance any substantive discussions or negotiations regarding, or furnish to any Person or provide any Person with access to, any material non-public information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. Each Stockholder shall promptly take the steps necessary to inform its terms, approve or enter into any term sheet, letter Representatives (and those of intent, commitment, memorandum its Affiliates) of understanding, agreement the obligations undertaken by such Stockholder in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.133.3 and each Stockholder agrees that it shall be responsible for any breach of this Section 3.3 by such Representatives as if such Representatives were parties to this Section 3.3. (b) In the case of each Stockholder, in connection addition to the obligations of such Stockholder set forth in Section 3.3(a), such Stockholder shall promptly advise GEO of any request made of such Stockholder or any of its Affiliates for information or the submission or receipt of any Acquisition Proposal, or any inquiry with respect to or relating that could lead to any Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making any such request, Acquisition Proposal or inquiry and the response or responses of such Stockholder and any of its Affiliates thereto. Notwithstanding Each Stockholder shall keep GEO fully informed on a prompt and reasonably current basis as to the foregoingstatus and details (including amendments or proposed amendments) of any such request, Acquisition Proposal or inquiry. Each Stockholder shall promptly provide to GEO copies of all written correspondence or other written material, including material in electronic written form, between such Stockholder or any of its Affiliates, on the event that after one hand, and any Person making any such request, Acquisition Proposal or inquiry, on the date other hand. Upon the execution by any Stockholder of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition ProposalAgreement, such party mayStockholder and each of its Affiliates will immediately cease, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and Stockholder will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party parties conducted heretofore by such Stockholder or any of its Affiliates with respect to any Acquisition Proposal. Each party of the foregoing, and such Stockholder will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected request that all Persons provided confidential information concerning Target and its Subsidiaries pursuant to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection a confidentiality agreement with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it Stockholder or any of its Subsidiaries is a party Affiliates return to Target all such confidential information, without keeping copies thereof (if permissible under such agreement), in accordance with such confidentiality agreement. (c) The foregoing shall not restrict or limit the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more ability of any class Stockholder who is director of equity Target to take any action in his or voting securities her capacity as a director of a party or its Subsidiaries whose assets, individually or in Target to the aggregate, constitute 25% or more of extent expressly permitted by the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyMerger Agreement.

Acquisition Proposals. (a) Each party agrees that it 7.10.1 CUNB and CUB will notpromptly, and will cause each in any event within 24 hours of receipt, shall advise FENB in writing in the event CUNB or any of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, Representatives receives (i) initiate, solicit, knowingly encourage any Acquisition Proposal or knowingly facilitate inquiries or proposals with respect to indication by any Person that it is considering making an Acquisition Proposal, (ii) engage any request for information, discussion or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential negotiation that is reasonably likely to lead to or nonpublic information or data to, or have or participate in any discussions with, any person relating to any that contemplates an Acquisition Proposal or (iviii) unless this Agreement has been terminated in accordance with its termsany inquiry, approve proposal or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event offer that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more is reasonably likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including in each case together with the terms and conditions of such Acquisition Proposal (to the extent such terms and conditions are known to CUNB), request, inquiry, proposal or offer and the identity of the person Person making any such inquiry or Acquisition Proposal, request, inquiry, proposal or offer, and shall furnish FENB with a copy of such Acquisition Proposal (or, where such Acquisition Proposal is not in writing, with a description of the material terms and conditions thereof). CUNB shall keep FENB informed (orally and in writing) in all material respects on a timely basis of the status and details (including, will provide within 24 hours after the other party with an unredacted copy occurrence of any amendment, modification, discussion or negotiation) of any such Acquisition Proposal, request, inquiry, proposal or offer, including furnishing copies of any written inquiries, correspondence and draft documentation, and written summaries of any material oral inquiries or discussions. Without limiting any of the foregoing, CUNB shall promptly (and in any event within 24 hours) notify FENB orally and in writing if it determines to begin providing information or to engage in discussions or negotiations concerning an Acquisition Proposal and shall in no event begin providing such information or engaging in such discussions or negotiations prior to providing such notice. 7.10.2 CUNB agrees that any draft agreementsviolation of the restrictions set forth in this Section 7.10 by any Representative of CUNB or any of its Subsidiaries, proposals whether or other materials received from or not such Person is purporting to act on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it CUNB or any of its Subsidiaries is or otherwise, shall be deemed to be a party in accordance material breach of this Agreement by CUNB. 7.10.3 CUNB shall not, and shall cause its Subsidiaries not to, enter into any agreement with any Person subsequent to the Agreement Date that (i) would restrict CUNB’s ability to comply with any of the terms thereof. As used in of this AgreementSection 7.10, “or (ii) relates to any Acquisition Proposal” means, with respect Proposal that would materially impair CUNB’s ability to Webster or Sterling, as applicable, other than consummate the transactions contemplated by this Agreement, . 7.10.4 CUNB shall not take any offer, proposal action to exempt any Person (other than FENB) from the restrictions on “business combinations” or inquiry relating toany similar provision contained in any Takeover Law or otherwise cause such restrictions not to apply, or agree to do any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets foregoing. 7.10.5 CUNB agrees that it shall not submit to the vote of a party and its Subsidiaries shareholders any Acquisition Proposal or 25% or more propose to do so unless such Acquisition Proposal requires the completion of the Merger prior to completion of any class of equity or voting securities of a party or its Subsidiaries whose assetsother Acquisition Proposal respecting CUNB, individually or and gives the FENB shareholders acquiring CUNB Common Stock in the aggregate, constitute 25% or more of Merger the consolidated assets of same consideration in the party, (ii) any tender offer (including a self-tender offer) or exchange offer thatAcquisition Proposal, if consummatedcompleted, would result in at the same time such third party beneficially owning 25% or more consideration is received by the other shareholders of CUNB. 7.10.6 CUNB and CUB shall not make any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in Adverse Recommendation Change to the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyextent not otherwise permitted by this Agreement.

Acquisition Proposals. (a) Each party agrees that it The Company will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person Persons other than the other party Acquiror with respect to any Acquisition Proposal. Each party The Company will promptly within one (within twenty-four (241) hours) Business Day advise the other party Acquiror following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person Person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party Acquiror apprised of any related developments, discussions and negotiations (including the material terms and conditions of the Acquisition Proposal) on a current basis. (b) The Company agrees that it will not, including and will cause its respective Subsidiaries and its and its Subsidiaries’ officers, directors, agents, advisors and affiliates not to, initiate, solicit, encourage or knowingly facilitate inquiries or proposals with respect to, or engage in any amendments negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any Person relating to or revisions any Acquisition Proposal (other than contacting a Person for the sole purpose of seeking clarification of the terms and conditions of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any ); provided that, in the event the Company receives an unsolicited bona fide Acquisition Proposal from a Person other than Acquiror after the execution of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “and the Company Board concludes in good faith and consistent with the advice of outside legal counsel that such Acquisition Proposal” meansProposal constitutes a Superior Proposal or would reasonably be likely to result in a Superior Proposal and, after considering the advice of outside counsel, that failure to take such actions would be reasonably likely to result in a violation of the directors’ fiduciary duties under the IBCA, the Company may: (i) furnish information with respect to Webster or Sterling, as applicable, other than it to such Person making such Acquisition Proposal pursuant to a customary confidentiality agreement (subject to the transactions contemplated by this Agreement, requirement that any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, such information not previously provided to Acquiror shall be promptly furnished to Acquiror); (ii) any tender offer (including a self-tender offer) participate in discussions or exchange offer that, if consummated, would result in negotiations regarding such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or Acquisition Proposal; and (iii) terminate this Agreement in order to concurrently enter into an agreement with respect to such Acquisition Proposal; provided, however, that the Company may not terminate this Agreement pursuant to this Section 5.9 unless and until (x) five (5) Business Days have elapsed following the delivery to the other party of a mergerwritten notice of such determination by the Company Board and, consolidationduring such five (5) Business Day period, share exchangethe parties cooperate with one another with the intent of enabling the parties to engage in good faith negotiations so that the Contemplated Transactions may be effected, business combinationand (y) at the end of such five (5) Business Day period, reorganizationthe Company continues, recapitalizationin good faith and after consultation with outside legal counsel and financial advisors, liquidation, dissolution or other similar transaction involving to believe that a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partySuperior Proposal continues to exist.

Acquisition Proposals. (a) Each party Except as otherwise provided in this Section 5.8, Seller agrees that neither it will notnor any of its Subsidiaries nor any of their respective directors, officers or employees shall, and will cause each of that it shall direct its Subsidiaries and its and their respective officers, directors, employees, agents, advisors its Subsidiaries’ agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (collectivelyincluding any investment banker, “Representatives”attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, knowingly solicit or encourage or knowingly facilitate any inquiries or proposals the making of any proposal or offer with respect to a merger, reorganization (including an Alternate Plan), share exchange, consolidation or similar transaction involving (directly or indirectly), or any purchase (directly or though a proposed investment in Equity Securities, debt securities or claims of creditors) of 10% or more of the Transferred Assets Related to the Business or of the outstanding Equity Securities of Seller or any of its Affiliates directly or indirectly owning Assets Related to the Business (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal” and any such transaction, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalan “Acquisition”); provided, (iii) provide any confidential or nonpublic information or data tohowever, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding that the foregoing, in foregoing shall not restrict Seller from renewing the event that after the date of this Agreement and prior to the receipt “exit financing” of the Requisite Sterling VoteDebtors on substantially the same terms as in effect as of March 31, in the case 2005. Seller further agrees that neither it nor any of Sterlingits Subsidiaries nor any of their respective directors, officers or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party mayemployees shall, and may permit that it shall direct its Subsidiaries and its and its Subsidiaries’ Representatives agents and representatives and use its best efforts to cause its and its Subsidiaries’ agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, furnish directly or cause to be furnished indirectly, engage in any negotiations concerning, or provide any confidential or nonpublic information or data and participate in such negotiations to or have any discussions with any Person relating to, an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Seller agrees that it will take the person making necessary steps to promptly inform the Persons referred to in the first sentence of this Section 5.8 of the obligations undertaken in this Section 5.8 and to cause them to cease immediately any current activities that are inconsistent with this Section 5.8. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Seller or its board of directors (the “Board”) from: (a) (i) complying with its disclosure obligations under Law or the Bankruptcy Code with regard to an Acquisition Proposal if the Board of Directors of such party concludes in good faith Proposal, or (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisorsii) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing the commencement of the Confirmation Hearing, in response to an unsolicited bona fide Acquisition Proposal, (A) (1) providing information to (including discussing any confidential due diligence issues, requests or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into clarifications with) a Person with whom Seller executes a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it Seller than those contained in the Seller Confidentiality Agreement (as in effect prior to amendment on the date hereof), other than any restrictions on such Person’s ability to make or amend an Acquisition Proposal and (2) following receipt of a bona fide unsolicited Acquisition Proposal from such a Person, engaging in discussions with such Person to the extent such discussions are confined to clarifying any term of such Acquisition Proposal or (B) engaging in any negotiations or discussions with any Person who has made such an Acquisition Proposal if and only to the extent that, in each such case referred to in clauses (A) and (B) above, (1) the Board determines in good faith after consultation with outside legal counsel that the directors of Seller should take such action in order to comply with their fiduciary duties under applicable Law, (2) such Acquisition Proposal involves the direct or indirect acquisition by one or more third parties of at least 662¤3% of (x) all Assets Related to the Business or (y) the outstanding Equity Securities of Seller and (3) in each such case referred to in clause (B) above, the Board determines in good faith (after consultation with its financial and legal advisors) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and if consummated, would result in a transaction more favorable (taking into account, without limitation, financial terms of any termination fee that may be payable pursuant to Section 8.5(b)) to Seller’s stakeholders from a financial point of view than the Confidentiality Agreement, which confidentiality agreement shall not provide Transaction (any such person with more favorable Acquisition Proposal being referred to in this Agreement as a “Superior Proposal”). Seller or any exclusive right to negotiate with such party. Each party will, and will cause of its Subsidiaries and Representatives toshall notify Buyer promptly (but in no event later than 24 hours) after receipt by Seller or any of its Subsidiaries (or any of their respective directors, immediately cease and cause to be terminated any activitiesofficers, discussions employees or negotiations conducted before the date advisors) of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each , any indication that a third party will promptly (within twenty-four (24) hours) advise the other party following receipt of any is considering making an Acquisition Proposal or any inquiry which could reasonably request for information relating to the Transferred Assets, any Specified Business, Seller or any of its Subsidiaries or for access to any Specified Business or any of the Transferred Assets by any third party that may be expected to lead to considering making, or has made, an Acquisition Proposal. Seller shall provide such notice orally and in writing and shall identify the third party making, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal)of, will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will indication or request. Seller shall keep the other party apprised of any related developmentsBuyer fully informed, discussions and negotiations on a current basis, including any amendments to or revisions of the terms status and details of any such inquiry or Acquisition Proposal, indication or request. Each Seller shall promptly provide Buyer with any non public information concerning Seller’s business, present or future performance, financial condition or results of operations, provided to any third party shall use its reasonable best efforts that was not previously provided to enforce Buyer; and (b) (i) prior to the commencement of the Confirmation Hearing, engaging in any existing confidentiality negotiations or standstill agreements to which it or any of its Subsidiaries is a party in accordance discussions concerning an Alternate Plan with the Committees, the stakeholders of Seller or its Affiliates or their respective advisors (in each case (other than in the case of Committees) with whom Seller enters into, or has entered into, a confidentiality agreement on customary terms thereof. As used in this Agreement, “Acquisition Proposal” means, under the circumstances that restricts such stakeholder (other than with respect to Webster any other stakeholder who is subject to a substantially similar confidentiality agreement or Sterlingto the Committees) from (x) disclosing any confidential information regarding Seller and its Affiliates, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating toBuyer and its Affiliates, or information regarding an Alternate Plan, including the status thereof, and (y) making public statements regarding any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets foregoing), but only to the extent that (A) the Board determines in good faith after consultation with outside legal counsel that the directors of a party Seller should take such action in order to comply with their fiduciary duties under applicable Law and (B) the Board determines in good faith (after consultation with its Subsidiaries financial and legal advisors) that such Alternate Plan, if pursued and assuming (for purposes of determining the right to engage in negotiations or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assetsdiscussions pursuant to this Section 5.8(b), individually or in the aggregate, constitute 25% or more but not for purposes of the consolidated assets definition of “Superior Alternate Plan”) the support of Seller’s stakeholders therefor, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the party, (ii) any tender offer (including a self-tender offer) or exchange offer thatproposed Alternate Plan and, if consummated, would result in such third party beneficially owning 25% or a transaction more favorable (taking into account, without limitation, the financial terms of any class termination fee that may be paid pursuant to Section 8.5(b)) to the stakeholders of equity Seller and its Affiliates from a financial point of view than the Transaction (any such more favorable Alternate Plan being referred to in this Agreement as a “Superior Alternate Plan”) or voting securities (ii) after entry of a party Confirmation Order satisfying the condition set forth in Section 6.2(g) (but only for so long as such Confirmation Order is in effect), planning for an Alternate Plan that involves the emergence of Debtors as standalone entities with no greater than a 10% additional equity contribution (other than existing Claims), including engaging in any negotiations or discussions concerning an Alternate Plan with stakeholders of Seller or its Subsidiaries whose assetsAffiliates or their advisors, individually preparing (but not filing) a disclosure statement with respect to such Alternate Plan and preparing and negotiating any intercreditor agreements; provided, however, that such Alternate Plan provides that it can only be confirmed and effective if this Agreement is terminated in accordance with its terms and such planning does not involve any action or omission that could reasonably be expected to materially impair or materially delay the Transaction; provided, further, that nothing in this Section 5.8(b) shall permit any public statements or filings with the aggregateBankruptcy Court or any other court by or on behalf of Seller or its Affiliates. Seller shall notify Buyer of its engagement in discussions concerning an Alternate Plan and shall keep Buyer reasonably informed, constitute 25% or more on a current basis, of material developments that could reasonably be expected to result in an Alternate Plan. For purposes of this Agreement, an “Alternate Plan” is any plan under chapter 11 of the consolidated assets Bankruptcy Code (other than the Plan) or any liquidation under chapter 7 of the partyBankruptcy Code. Without limiting any other obligation set forth in this Agreement, or (iii) a mergerSeller shall, consolidationin connection with the activities permitted under this Section 5.8(b), share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more use commercially reasonable efforts to enforce any confidentiality obligations of the consolidated assets of Committees and any obligations under the partyconfidentiality agreements described in this Section 5.8(b).

Acquisition Proposals. (a) Each party The Company agrees that (i) it will notnot (and it will cause its subsidiaries and each officer, director or employee of the Company or any of its subsidiaries not to) directly or indirectly: (A) solicit, initiate or encourage the submission of any Acquisition Proposal (as defined in Section 10.11 herein), (B) participate in any discussions or negotiations regarding, or furnish to any person any non- public information with respect to the Company or any of its subsidiaries in connection with, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal or (C) enter into any agreement with respect to an Acquisition Proposal and (ii) it will not authorize or permit any investment banker, attorney or accountant, or other advisor or representative of, the Company or any of its subsidiaries to take any of the actions referred to in clauses (i)(A), (B) or (C); provided, however, that nothing contained in this Section 7.3(a) shall prohibit the Company Board from furnishing information to, or entering into discussions or negotiations with, any person that makes an unsolicited bona fide written Acquisition Proposal if, and only to the extent that (1) the Company Board, after consultation with outside legal counsel, reasonably determines in good faith that such action may reasonably expected to be necessary for the Company Board to comply with its fiduciary duties to the Company’s stockholders under applicable Law, (2) the Company Board reasonably determines in good faith that such Acquisition Proposal, if accepted, is reasonably likely to be consummated taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal, and believes in good faith, after consultation with an independent, nationally recognized financial advisor, that such Acquisition Proposal would, if consummated, be reasonably likely to result in a transaction more favorable to the Company’s stockholders from a financial point of view than the Offer and the Merger (any such materially more favorable Acquisition Proposal being referred to herein as a “Superior Proposal”), and (3) prior to taking such action, the Company (x) provides three Business Day prior written notice to Parent to the effect that it is proposing to take such action and (y) receives from such person an executed confidentiality agreement in reasonably customary form and in any event containing terms at least as stringent as those contained in the Confidentiality Agreement. The Company shall notify Parent of any Acquisition Proposal or request for nonpublic information by any person who is making, or who has indicated that it is considering making, an Acquisition Proposal (including, without limitation, all material terms and conditions thereof and the identity of the person making it) as promptly as practicable (but in no case later than 24 hours) after its receipt thereof, and shall thereafter promptly inform Parent of any changes to the terms and conditions of such Acquisition Proposal, and shall promptly give Parent a copy of any information regarding the Company delivered to such person which has not previously been made available to Parent. Immediately after the execution and delivery of this Agreement, the Company will, and will cause each of its Subsidiaries subsidiaries and its affiliates, and their respective officers, directors, employees, agentsinvestment bankers, advisors attorneys, accountants and representatives (collectively, “Representatives”) not other agents to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated terminate any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party parties conducted heretofore with respect to any possible Acquisition Proposal. Each party will promptly . (within twenty-four (24b) hours) advise The Company Board shall not withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Parent or Purchaser, the other party following receipt of any Acquisition Proposal approval or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity recommendation of the person making such inquiry Offer or Acquisition Proposalthe Merger as set forth in Section 1.2(a), will provide unless (i) the other party Company has complied with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partySection 7.3(a), (ii) any tender offer (including a self-tender offer) or exchange offer thatthe Company Board after consultation with outside legal counsel, if consummateddetermines in good faith that such action may reasonably expected to be necessary for the Company Board to comply with its fiduciary duties to the Company’s stockholders under applicable Law, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) the Company shall have received an Acquisition Proposal and the Company Board reasonably determines in good faith, after consultation with an independent, nationally recognized financial advisor, that such Acquisition Proposal constitutes a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution Superior Proposal and (iv) the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action (such notice to be delivered not less than three Business Days prior to the time such action is taken). Nothing contained in this Section 7.3(b) or other similar transaction involving otherwise in this Agreement shall prohibit the Company from taking and disclosing to its stockholders a party or its Subsidiaries whose assets, individually or in position contemplated by Rule 14e-2(a) promulgated under the aggregate, constitute 25% or more of the consolidated assets of the partyExchange Act.

Acquisition Proposals. (a) Each party Belmont agrees that it will shall not, and will shall cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives officers, directors, agents, advisors and Affiliates not to, furnish solicit or cause encourage inquiries or proposals with respect to, or engage in any negotiations concerning, or provide any confidential information to, or have any discussions with, any Person relating to, any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent the Belmont Board from (a) making any disclosure to its shareholders if, in the good faith judgment of the Belmont Board, after having consulted with and considered the advice of outside counsel to the Belmont Board, failure so to disclose would be a breach of its fiduciary duties under applicable Law; provided further, however, that any such disclosure regarding an Acquisition Proposal shall be deemed to be furnished confidential a Change in Recommendation unless the Belmont Board reaffirms the Belmont Recommendation; (b) before the date of the Belmont Meeting, providing (or nonpublic authorizing the provision of) information to, or engaging in (or authorizing) such discussions or negotiations with, any Person who has made an unsolicited bona fide written Acquisition Proposal received after the date of this Agreement that did not result from a breach of this Section 6.06; or (c) recommending such an Acquisition Proposal to its shareholders if and only to the extent that, in the case of actions referred to in clause (b) and/or (c), (i) such Acquisition Proposal is, or is reasonably expected to lead to, a Superior Proposal, (ii) the Belmont Board, after having consulted with and considered the advice of outside counsel to the Belmont Board, determines in good faith that providing such information or data and participate engaging in such negotiations or discussions discussions, or making such recommendation is required in order to discharge the directors’ fiduciary duties to Belmont and its shareholders in accordance with applicable Law, and (iii) Belmont receives from such Person a confidentiality agreement substantially in the person making form of the Confidentiality Agreement. For purposes of this Agreement, a “Superior Proposal” means any Acquisition Proposal if by a third party on terms that the Belmont Board of Directors of such party concludes determines in its good faith (judgment, after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure , to take be materially more favorable from a financial point of view to Belmont and its shareholders than the Parent Merger and the other transactions contemplated hereby, after taking into account the likelihood of consummation of such actions would be more likely than not to result in a violation transaction on the terms set forth therein, taking into account all legal, financial (including the financing terms of its fiduciary duties any such proposal), regulatory and other aspects of such proposal and any other relevant factors permitted under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party Law. Belmont also shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before prior to the date of this Agreement with any person parties other than the other party Sky, with respect to any Acquisition Proposalof the foregoing. Each party will Belmont shall promptly (within twenty-four (24) hoursone business day) advise Sky following the other party following receipt by Belmont of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance material terms thereof (including the terms and conditions of and the identity of the person Person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy and advise Sky of any developments (including any change in such terms) with respect to such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of promptly upon the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposaloccurrence thereof. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which Belmont agrees that neither it or nor any of its Subsidiaries shall terminate, amend, modify or waive any provision of or release any of its rights under any confidentiality or standstill agreement to which it is a party in accordance with party. Belmont shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement, including, but not limited to, by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms thereofand provisions thereof in any court having jurisdiction. As used Nothing contained in this Agreement, “Acquisition Proposal” means, with respect to Webster Section 6.06 or Sterling, as applicable, any other than provision of this Agreement will prohibit Belmont or the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or Belmont Board from notifying any third party indication that contacts Belmont on an unsolicited basis after the date of interest in, (i) any acquisition or purchase, direct or indirect, this Agreement concerning an Acquisition Proposal of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyBelmont’s obligations under this Section 6.06.

Acquisition Proposals. (a) Each party BFS agrees that it will notneither BFS nor any of --------------------- its subsidiaries shall, and will cause each of its Subsidiaries that BFS and its subsidiaries shall direct and use all reasonable efforts to cause their respective directors, officers, directors, employees, agents, advisors agents and representatives (collectivelyincluding, “Representatives”without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals the making or implementation of any proposal or offer with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any substantial part of the assets or any equity securities of, BFS or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal, (ii") or engage or participate in any discussions or negotiations with any person concerning any Acquisition Proposal-------------------- with, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to any an Acquisition Proposal or (iv) unless this Agreement has been terminated Proposal; provided, that, if BFS is not otherwise in accordance with its terms, approve or enter into any term sheet, letter violation of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with -------- this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding 5.2, the foregoing, in the event that after the date Board of this Agreement and prior to the receipt Directors of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and BFS may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential information and may participate in such discussions and negotiations directly or nonpublic through its representatives if such Board of Directors, after having consulted with and considered the written advice of outside counsel, has determined that the failure to provide such information or data and participate in such negotiations or and discussions with the person making the Acquisition Proposal if the Board would constitute a breach of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its their fiduciary duties under applicable Delaware law; provided. If any such inquiries or proposals are received by, thatany such information is requested from, prior to furnishing or any confidential such negotiations or nonpublic information permitted discussions are sought to be provided pursuant to this sentenceinitiated or continued with, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality AgreementBFS or any of its subsidiaries, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partyBFS will immediately notify Dime. Each party will, and BFS will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party parties conducted heretofore with respect to any Acquisition Proposal. Each party , will promptly (within twenty-four (24) hours) advise enforce any confidentiality agreements and will take the other party following receipt necessary steps to inform the appropriate individuals or entities referred to in the first sentence of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity this Section 5.2 of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used obligations undertaken in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partySection 5.2.

Acquisition Proposals. (a) Each party agrees that it will notLFC shall not directly or indirectly, and will it shall use all commercially reasonable efforts to cause each of its Subsidiaries and its and their respective officers, directors, employees, agentsrepresentatives, advisors and representatives (collectivelyagents or affiliates, “Representatives”) including any investment bankers, attorneys or accountants retained by LFC or any of its Subsidiaries or affiliates, not to, directly or indirectly, (i) solicit, initiate, solicit, knowingly encourage or knowingly otherwise facilitate (including by way of furnishing information) any inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data tothat constitute, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposalto, a proposal or offer for a merger, recapitalization, consolidation, business combination, sale of a substantial portion of the assets of LFC and its Subsidiaries, taken as a whole, sale of 15% or more of the substance thereof shares of capital stock (including the terms and conditions by way of and the identity of the person making such inquiry a tender offer, share exchange or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals exchange offer) or other materials received from similar or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it comparable transactions involving LFC or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicableSubsidiaries, other than the transactions contemplated by this Agreement, Agreement (any offer, such proposal or inquiry offer (other than a proposal or offer made by IBC or an affiliate thereof) being herein referred to as an “Acquisition Proposal”), or (ii) engage in negotiations or discussions concerning, or provide any non-public information to any Person relating to, any Acquisition Proposal. Notwithstanding any other provision of this Agreement, the Board of Directors of LFC may, at any time prior to approval of this Agreement by the stockholders of LFC, furnish information pursuant to a confidentiality agreement to, or engage in discussions or negotiations with, any Person in response to an unsolicited bona fide written Acquisition Proposal of such Person if, (a) LFC has not violated any of the restrictions set forth in this Section 6.4, (b) the Board of Directors of LFC or any committee thereof concludes in good faith after consultation with its outside legal counsel, that such action is reasonably necessary in order for the Board of Directors of LFC to comply with its fiduciary obligation to the stockholders of LFC under applicable law and (c) only to the extent that, the Board of Directors of LFC determines in good faith by a majority vote, after consultation with its financial advisors, that such Acquisition Proposal constitutes a Superior Proposal. From and after the execution of this Agreement, LFC shall immediately advise IBC in writing of the receipt, directly or indirectly, of any inquiries, discussions, negotiations or proposals relating to an Acquisition Proposal (including the specific terms thereof and the identity of the other party or parties involved) and furnish to IBC within 24 hours of such receipt an accurate description of all material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) of any such written proposal in addition to any information provided to any third party indication relating thereto. Upon execution of interest inthis Agreement, LFC and the LFC Subsidiaries shall immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Notwithstanding any other provision of this Agreement, in response to an unsolicited Acquisition Proposal, LFC’s Board of Directors shall be permitted, at any time prior to the approval of this Agreement by the stockholders of LFC, (i) any acquisition to withdraw, modify or purchasechange, direct or indirectpropose to withdraw, modify or change, the approval or recommendation by the Board of 25% Directors of this Agreement, the Merger or more of the consolidated assets of a party and its Subsidiaries other transactions contemplated by this Agreement or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) to approve or recommend, or propose to approve or recommend, any tender offer Acquisition Proposal, but only if, in each case referred to in clauses (including a self-tender offeri) or exchange offer thatand (ii), the Board of Directors of LFC concludes in good faith that (a) such Acquisition Proposal would, if consummated, constitute a Superior Proposal and such proposal has not been withdrawn and (b) in light of such Superior Proposal, the failure to withdraw, withhold, amend, modify or change such recommendation would result constitute a breach of the fiduciary duties of the Board of Directors of LFC to the stockholders of LFC under applicable law. LFC shall immediately advise IBC in such third party beneficially owning 25% or more writing, if the Board of Directors shall make any class of equity or voting securities of a party determination as to any Acquisition Proposal as contemplated by the preceding sentence. Nothing contained in this Section 6.4 shall prohibit LFC or its Subsidiaries whose assets, individually Board of Directors (i) from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act or in from making any legally required disclosure to the aggregate, constitute 25% or more stockholders of the consolidated assets of the party, LFC with regard to an Acquisition Proposal or (iiiii) a mergerprior to the approval of this Agreement by the stockholders of LFC, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyfrom taking any action as contemplated by Section 8.1(f).

Acquisition Proposals. (a) Each party agrees that it will Company shall not, and will shall cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing; provided, in the event that that, after the date of this Agreement hereof and prior to the receipt of the Requisite Sterling Company Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party event Company receives an unsolicited bona fide written Acquisition Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if the extent that its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, Company shall have provided such party information to Parent, and shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partyCompany. Each party Company will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Parent with respect to any Acquisition Proposal. Each party Company will promptly (and in any event within twenty-four one (241) hoursbusiness day) advise the other party Parent following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the material terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised Parent promptly (and in any event within one (1) business day) advised of any related substantive developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party Company shall (1) withdraw and terminate access that was granted to any person (other than the parties to this Agreement and their respective affiliates and representatives) to any “data room” (virtual or physical) that was established in connection with a transaction involving Company and (2) use its reasonable best efforts efforts, subject to applicable law and the fiduciary duties of the Company Board, to enforce any existing confidentiality or (to the extent separate from a confidentiality agreement) standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereofthereof and, in accordance therewith, cause any person (other than a party to this Agreement, its affiliates and representatives) to return or destroy non-public information regarding Company or any of its affiliates in connection with a potential transaction involving Company. During the term of this Agreement, Company shall not, and shall cause its Subsidiaries and its and their officers, directors, agents, advisors and representatives not to on its behalf, enter into any binding acquisition agreement, merger agreement, or other definitive transaction agreement (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13(a)) relating to any Acquisition Proposal. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicableshall mean, other than the transactions contemplated by this Agreement, any offer, offer or proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party Company and its Subsidiaries or 25% or more of any class of equity or voting securities of a party Company or its Subsidiaries whose assets, either individually or in the aggregate, constitute more than 25% or more of the consolidated assets of the partyCompany, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning more than 25% or more of any class of equity or voting securities of a party Company or its Subsidiaries whose assets, either individually or in the aggregate, constitute more than 25% or more of the consolidated assets of the partyCompany, or (iii) a merger, consolidation, share exchange, exchange or other business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction reorganization involving a party Company or its Subsidiaries whose assets, either individually or in the aggregate, constitute more than 25% or more of the consolidated assets of Company, except, in each case, any sale of whole loans and securitizations in the partyordinary course of business and any bona fide internal reorganization.

Acquisition Proposals. (a) Each party agrees that it will notof Parent and the Company shall, and will shall cause each of its Subsidiaries and its and their its Subsidiaries’ respective officers, executive officers and directors, and direct its and its Subsidiaries’ respective employees, agents, accountants, consultants, investment bankers, advisors and representatives (collectivelycollectively and together with executive officers and directors, “Representatives”) to, immediately cease, and cause to be terminated, any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the Company, in the case of Parent, or Parent, in the case of the Company, with respect to any Acquisition Proposal. (b) Each of Parent and the Company shall not, and shall cause its Subsidiaries and its and its Subsidiaries’ respective executive officers and directors not to, and direct its and its Subsidiaries’ respective Representatives that are not executive officers or directors not to, directly or indirectly, (iA) solicit, initiate, solicit, seek or support or knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, (iiB) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iiiC) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal, except to notify a person that makes any inquiry or offer with respect to an Acquisition Proposal of the existence of the provisions of this Section 6.9 or solely to clarify whether any such inquiry or offer constitutes an Acquisition Proposal or (ivD) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, binding acquisition agreement, merger agreement or other definitive transaction agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.136.9(c)) in connection with or relating to any Acquisition Proposal. . (c) Notwithstanding anything to the foregoingcontrary set forth in Section 6.9(a) and 6.9(b), prior to the approval of the Parent Share Issuance by the shareholders of Parent by the Requisite Parent Vote or the approval of the Merger and this Agreement by the stockholders of the Company by the Requisite Company Vote, as applicable, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, Parent or the Requisite Webster VoteCompany, in the case of Websteras applicable, a party receives an unsolicited bona fide written Acquisition Proposal after the date of this Agreement (which Acquisition Proposal did not result from a breach of this Section 6.9) and the Parent Board or the Company Board, as applicable, concludes in good faith (after receiving the advice of its outside counsel and its outside financial advisor) that such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Proposal, such party Parent or the Company, as applicable, may, and may permit its Subsidiaries and its and its Subsidiaries’ respective Representatives toto furnish, furnish or cause to be furnished furnished, confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making extent that the Acquisition Proposal if Parent Board or the Board of Directors of such party Company Board, as applicable, concludes in good faith (after receiving the advice of its outside counsel, counsel and with respect to its outside financial matters, its financial advisorsadvisor) that failure to take such actions would be more likely than not to result in a violation of inconsistent with its fiduciary duties under applicable lawLaw; provided, provided that, prior to furnishing providing any confidential or nonpublic information or data permitted to be provided pursuant to the foregoing provisions of this sentenceSection 6.9(c), such party (i) Parent or the Company, as applicable, shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable restrictive to it such person (or group of persons) than the terms of the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party willParent or the Company, as applicable, and will cause its Subsidiaries and Representatives to, immediately cease and cause (ii) any confidential or non-public information to be terminated any activitiesprovided by Parent or the Company, discussions as applicable, to such third party shall have been previously provided, or negotiations conducted before is concurrently provided, to the date Company, in the case of this Agreement with any person other than Parent, or Parent, in the other party with respect to any Acquisition Proposal. case of the Company. (d) Each party of Parent and the Company will promptly (and, in any event, within twenty-four (24) hourshours after receipt) advise notify the other party Company, in the case of Parent, or Parent, in the case of the Company, in writing following its receipt after the date of this Agreement of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of of, and the identity of the person making making, such inquiry or Acquisition Proposal) and shall promptly (but in no event later than twenty-four (24) hours after receipt) provide to the Company, in the case of Parent, or Parent, in the case of the Company, copies of all material correspondence and written materials sent or provided to Parent or any of its Subsidiaries or the Company or any of its Subsidiaries, as applicable, that describes any terms or conditions of any Acquisition Proposal (as well as written summaries of any material oral communications addressing such matters). In furtherance of the foregoing, Parent, in the case of the Company, or the Company, in the case of Parent, will provide promptly (and in any event within twenty-four (24) hours after receipt) notify the other party with an unredacted copy Company, in the case of any such Acquisition Proposal and any draft agreementsParent, proposals or other materials received from or on behalf Parent, in the case of the person making such inquiry or Acquisition Proposal Company, in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised writing of any related developments, discussions and negotiations on a current basisbasis (but in no event more than once every twenty-four (24) hours), including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party of Parent and the Company shall use its reasonable best efforts to enforce (and shall not grant any waiver in respect of) any existing confidentiality confidentiality, standstill or standstill similar agreements to which it or any of its Subsidiaries is a party party. (e) Subject to Sections 8.1 and 8.2, if the Parent Board or the Company Board, after receiving the advice of its outside counsel and its outside financial advisor, determines in accordance good faith that it would be inconsistent with the terms thereof. As used in its fiduciary duties under applicable Law to continue to recommend this Agreement, “Acquisition Proposal” meansthen such Board may effect a Change in Parent Recommendation or Change in Company Recommendation, with respect to Webster as applicable (although the resolutions approving this Agreement as of the date hereof may not be rescinded or Sterlingamended), in which event such Board may communicate the basis for its Change in Parent Recommendation or Change in Company Recommendation, as applicable, other than to Parent’s shareholders or the transactions contemplated Company’s stockholders, as applicable, in the Joint Statement or an appropriate amendment or supplement thereto to the extent required by Law; provided that neither the Parent Board nor the Company Board may effect a Change in Parent Recommendation or a Change in Company Recommendation, as applicable, unless (i)(A) Parent or the Company, as applicable, has received an Acquisition Proposal after the date of this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more Agreement and prior to the receipt of the consolidated assets Requisite Company Vote or the Requisite Parent Vote, as applicable, that did not result from a breach of a party this Section 6.9 (and such proposal is not withdrawn) and the Parent Board or the Company Board, as applicable, determines in good faith (after receiving the advice of its outside counsel and its Subsidiaries outside financial advisor) that such Acquisition Proposal constitutes a Superior Proposal or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or (B)(1) in the aggregatecase of Parent, constitute 25% a Parent Intervening Event shall have occurred and the Parent Board determines in good faith (after receiving the advice of its outside counsel and its outside financial advisor) that continuing to make the Parent Recommendation would be inconsistent with its fiduciary duties under applicable Law or more (2) in the case of the consolidated assets Company, a Company Intervening Event shall have occurred and the Company Board determines in good faith (after receiving the advice of its outside counsel and its outside financial advisor) that continuing to make the partyCompany Recommendation would be inconsistent with its fiduciary duties under applicable Law, (ii) Parent gives the Company, in the case of the Parent Board, or the Company gives Parent, in the case of the Company Board, at least four (4) business days’ prior written notice of its intention to take such action (such period, as it may be extended by delivery of any tender offer subsequent notices, the “notice period”) and a reasonable description of the event or circumstances giving rise to its determination to take such action (including a self-tender offer(A) or exchange offer thatin the case of an Acquisition Proposal, if consummatedthe latest material terms and conditions of, would result in such and the identity of any third party beneficially owning 25% making, any such Acquisition Proposal and any amendment or more of any class of equity modification thereof or voting securities (B) in the case of a party Parent Intervening Event or its Subsidiaries whose assetsa Company Intervening Event, individually or in as applicable, the aggregate, constitute 25% or more nature of the consolidated assets of Parent Intervening Event or the partyCompany Intervening Event, or as applicable, in reasonable detail) and (iii) a mergerat the end of such notice period, consolidationeach of the Parent Board and the Company Board, share exchangeas applicable, business combinationtakes into account any amendment or modification to this Agreement proposed by the Company, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more case of the consolidated assets Parent Board (which shall be negotiated in good faith by Parent and the Company during such period if requested by the Company), or by Parent, in the case of the partyCompany Board (which shall be negotiated in good faith by the Company and Parent during such period if requested by Parent), and after receiving the advice of its outside counsel and its outside financial advisor, determines in good faith that it would nevertheless be inconsistent with its fiduciary duties under applicable Law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.9, except that references to “four (4) business days” shall be deemed to be references to “two (2) business days.” (f) For purposes of this Agreement, the following terms shall have the following meanings:

Acquisition Proposals. (a) Each party Except as otherwise provided in this Section --------------------- ------- 8.5, the Company, from the date of this Agreement until the earlier of --- termination of this Agreement and the Effective Time, agrees that neither it will notnor any of its officers and directors shall, and will the Company shall direct and use its best efforts to cause each of its Subsidiaries management employees and its and their respective officersRepresentatives (including, directorswithout limitation, employeesany investment banker, agents, advisors and representatives (collectively, “Representatives”attorney or accountant retained by it) not to, initiate, solicit or encourage, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals the making of any proposal or offer (including, without limitation, any proposal or offer to stockholders of the Company) with respect to a merger, consolidation or similar transaction, other than pursuant to this Agreement, involving, or any purchase of all or any significant portion of the properties and assets or any equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal, (ii") or engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any -------------------- confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal Proposal. The Company will immediately cease and cause to be terminated any existing activities, discussions or (iv) unless this Agreement has been terminated in accordance negotiations with its terms, approve or enter into any term sheet, letter parties conducted heretofore with respect to any of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than the foregoing and shall make all reasonable efforts to enforce any confidentiality agreements to which it is a confidentiality agreement party. The Company will take the necessary steps to inform the appropriate individuals and entities referred to and entered into in accordance with the first sentence hereof of the obligations under this Section 6.13) in connection 8.5. The Company promptly will notify TNF if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with or relating to any Acquisition Proposalthe Company. Notwithstanding the foregoing, in the event the Company receives an Acquisition Proposal that after the date was not solicited by it and that did not result from a breach of this Agreement and prior Section 8.5 (an "Unsolicited Proposal"), the Company may in response ----------- -------------------- thereto provide confidential information or data (subject to the receipt execution of the Requisite Sterling Vote, in the case of Sterlinga customary confidentiality agreement) to, or engage in discussions or negotiations with, Representatives of a proposed acquiror in connection with the Requisite Webster Vote, in transaction(s) contemplated by the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, provided that (x) the transaction contemplated by the Acquisition Proposal is for all or substantially all of the outstanding shares of Existing Stock held by non-affiliates of the Company (and may include or exclude shares held by affiliates of the Company), (y) the Company Board determines in good faith, after receiving advice from a nationally recognized investment banking firm, that the consideration offered in the Acquisition Proposal is superior to the Per Share Amount and that such party maytransaction(s) represents a transaction superior to the Transactions for holders of the Existing Stock (taking into account, among other things, the expected time to close the transaction, the certainty of closing the transaction, and may permit the other terms and conditions as compared with the Transactions, and (z) in the opinion of the Company Board, after consultation with its Subsidiaries outside legal counsel and its and its Subsidiaries’ Representatives tofinancial adviser, furnish or cause the failure to be furnished confidential or nonpublic provide such information or data and participate or engage in such discussions or negotiations or discussions with may reasonably be determined to constitute a breach of fiduciary duties by the person making the Company Board under applicable law (an Acquisition Proposal if which satisfies the Board of Directors of such party concludes foregoing clauses (x) and (y) being referred to herein as a "Superior Proposal"). Nothing contained in good faith (after receiving this Section ----------------- 8.5 shall prohibit the advice of Company from complying with its outside counsel, obligations under Rule 14d-9 and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties Rule 14e-2 promulgated under applicable lawthe Exchange Act; provided, however, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate in complying with such party. Each party willrules, and the Company will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated not make or authorize any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt recommendations of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition unless it constitutes a Superior Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party.

Acquisition Proposals. (a) Each party agrees that In the case of the Company, it will shall not, --------------------- and will it shall cause each the Company Subsidiaries not to, solicit or encourage inquiries or proposals with respect to, or furnish any nonpublic information relating to or participate in any negotiations or discussions concerning, any acquisition or purchase of its all or a substantial portion of the assets of, or a substantial equity interest in, the Company or any of the Company Subsidiaries and or any merger or other business combination with the Company or any of the Company Subsidiaries (an "Acquisition Proposal") other than as contemplated by this Plan; it shall instruct its and their respective the Company Subsidiaries' officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly affiliates to refrain from taking any action that would violate or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate conflict with any of the foregoing; and it shall notify First Union immediately if any such inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data toare received by, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions are sought to be initiated with, the Company or any of the Company Subsidiaries. However, if the Company is not otherwise in breach or violation of this Section 5.07, until the stockholder ------------ approval contemplated by Section 6.01(A) shall have been obtained, the Company --------------- Board of Directors may, directly or indirectly through representatives: (a) provide information to and request information from a person (a "Bidder") that submits, after the date hereof, a bona fide Acquisition Proposal that the Company Board of Directors in good faith determines is reasonably likely to constitute a Superior Proposal (as hereinafter defined), and engage in discussions with the Bidder for the sole purpose of ascertaining whether such Acquisition Proposal is in fact a Superior Proposal; and (b) engage in negotiations or discussions concerning such Acquisition Proposal, if the Company Board of Directors determines in good faith, after consultation with and based on the advice of outside counsel and a nationally recognized financial advisor that such Acquisition Proposal constitutes a Superior Proposal. For purposes of this Plan, a "Superior Proposal" means an Acquisition Proposal made by a third party which, in the good faith judgment of the Company Board of Directors, taking into account, to the extent deemed appropriate by the Company Board of Directors, the various legal, financial and regulatory aspects of the proposal and the person making the Acquisition Proposal such proposal, (x) if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counselaccepted, is reasonably likely to be consummated, and with respect to financial matters(y) if consummated, its financial advisors) that failure to take such actions would be more is reasonably likely than not to result in a violation more favorable transaction than the transaction contemplated hereunder considering, among other things, and to the extent deemed appropriate in good faith by the Company Board of Directors, the long-term prospects and interests of the Company and its fiduciary duties under applicable law; provided, that, prior to furnishing stockholders and other relevant constituencies. The Company shall immediately notify First Union of the receipt of any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable and shall promptly notify First Union of any significant actions taken or other developments related thereto. The Company also agrees immediately to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and to cause to be terminated any activities, discussions or negotiations conducted before on or prior to the date of this Agreement Plan with any person parties other than the other party First Union, with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyforegoing.

Acquisition Proposals. (a) Each party agrees that it will notUpon the Parties’ execution of this Agreement, Target shall and shall cause its Subsidiaries to, and will cause each of shall direct its Subsidiaries and its and their respective Subsidiaries’ directors, officers, directors, employees, agents, advisors and representatives to, immediately cease and cause to be terminated any discussions or negotiations with any Person other than Company and its Subsidiaries relating to an Acquisition Proposal. Without limiting the generality of the foregoing, Target shall withdraw and terminate access granted to any Person (collectivelyother than the Parties and their respective representatives) to any “data room” that was established in connection with a potential business combination transaction involving Target. Target shall use commercially reasonable efforts to enforce any existing confidentiality or standstill agreements to which Target or any of its Subsidiaries is a party in accordance with the terms thereof. (b) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, “Representatives”) Target shall not and shall cause its Subsidiaries not to, and shall use commercially reasonable efforts to cause its and its Subsidiaries’ directors, officers, employees, agents, and representatives not to, directly or indirectly, (i) solicit, initiate, solicitknowingly encourage, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any an Acquisition Proposal, ; (ii) engage provide non-public information or participate data regarding Target or any of its Subsidiaries to any Person other than Company and its Subsidiaries relating to or in any negotiations connection with any person concerning any an Acquisition Proposal, ; (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating or negotiations pertaining to any an Acquisition Proposal or Proposal; (iv) unless this Agreement has been terminated in accordance with its termsapprove, approve endorse, or recommend, or execute or enter into any term sheetinto, an indication of interest, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) Contract relating to an Acquisition Proposal (other than a confidentiality or nondisclosure agreement referred to and entered into in accordance with contemplated by this Section 6.137.1(b)); or (v) subject to Target’s rights under Section 7.7, make or authorize any statement, recommendation, or solicitation in connection with or relating to any support of an Acquisition Proposal. Notwithstanding the foregoing; provided, in the event that after the date of this Agreement and however, that, prior to the receipt date the shareholders of Target approve this Agreement, if Target’s board of directors determines in good faith, after consultation with its financial advisor(s) and its outside legal counsel, that the Requisite Sterling Vote, in the case of Sterlingfailure to do so would constitute or result in, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more reasonably likely than not to constitute or result in in, a violation of its fiduciary duties under applicable law; providedLaw, thatTarget may, in response to a bona fide written Acquisition Proposal not solicited in violation of this Section 7.1 that Target’s board of directors determines in good faith constitutes or is reasonably likely to result in a Superior Proposal, and subject to providing 48 hours prior written notice of its decision to furnishing any confidential or nonpublic take such action to Company and identifying to Company the Person making the Superior Proposal and the material terms and conditions of such Superior Proposal and compliance with Section 7.1(c), (A) furnish information permitted regarding Target and its Subsidiaries to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person Person making such Acquisition Proposal on pursuant to a customary confidentiality or nondisclosure agreement containing terms no less not more favorable to it such Person than the terms contained in the Confidentiality Agreement, Agreement (which confidentiality agreement shall not provide such person with any Person the exclusive right to negotiate with the Target Parties) and (B) engage in discussions and negotiations with such party. Each party willPerson regarding such Acquisition Proposal. (c) In addition to the obligations of Target set forth above, Target shall, orally within 24 hours and will cause in writing within two calendar days, advise Company of the receipt by Target or any of its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any an Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal , or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and shall keep Company reasonably informed on a current basis of the substance thereof (continuing status thereof, including the material terms and conditions of thereof and the identity of the person making such inquiry or Acquisition Proposal)any material changes thereto, will and shall provide the other party with an unredacted copy to Company copies of any such Acquisition Proposal and any draft agreements, proposals or other material written materials received from by Target or on behalf of the person making such inquiry or Acquisition Proposal its Subsidiaries in connection with such inquiry therewith. Additionally, Target shall reasonably promptly provide or Acquisition Proposal, and will keep the other party apprised make available to Company copies of any related developments, discussions and negotiations on a current basis, including any amendments materials provided or made available to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication pursuant to this Section 7.1 which have not been previously provided or made available to Company. (d) Nothing contained in this Agreement shall prohibit Target or its board of interest indirectors from taking and disclosing a position required by, or otherwise complying with, Rule 14e-2 or Rule 14d-9 promulgated under the Exchange Act or Item 1012(a) of Regulation M-A, or from making any disclosure required by applicable Law; provided, however, that compliance by Target or its board of directors with such rules, regulations, or applicable Law shall not in any way limit or modify the effect that any action taken pursuant to such rules, regulations, or applicable Law has under any other provision of this Agreement. Further, nothing contained in this Section 7.1 shall prevent Target or its board of directors from (i) taking any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries actions permitted by Section 7.7(b) or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) informing any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more Person who submits an unsolicited Acquisition Proposal of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyTarget’s obligations under this Section 7.1.

Acquisition Proposals. (a) Each party agrees that it will notFrom and after the date hereof until the termination of this Agreement, and will cause each neither CBES nor Community Bank, nor any of its Subsidiaries and its and their respective officers, directors, employees, agentsrepresentatives, advisors and representatives agents or affiliates (collectivelyincluding, “Representatives”) not towithout limitation, any investment banker, attorney or accountant retained by CBES or any of its Subsidiaries), will, directly or indirectly, (i) initiate, solicit, solicit or knowingly encourage (including by way of furnishing non-public information or knowingly assistance), or facilitate knowingly, any inquiries or proposals the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with respect any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, (ii) engage or participate in authorize or permit any negotiations with of its officers, directors or employees or any person concerning of its subsidiaries or any Acquisition Proposalinvestment banker, (iii) provide any confidential or nonpublic information or data tofinancial advisor, or have or participate in any discussions withattorney, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement accountant or other agreement (whether written or oralrepresentative retained by any of its Subsidiaries to take any such action; provided, binding or nonbinding) (other than a confidentiality agreement referred to and entered into however, that nothing contained in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if 4.1 shall prohibit the Board of Directors of such party concludes in good faith CBES from (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisorsi) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, or entering into discussions or negotiations conducted before the date of this Agreement with with, any person other than the other party with respect or entity that makes an unsolicited, written, bona fide proposal to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected acquire CBES pursuant to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution tender or exchange offer or other similar transaction involving a party transaction, if, and only to the extent that (A) the Board of Directors of CBES, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of CBES to comply with its fiduciary duties to stockholders under applicable law, and (B) prior to furnishing such information to, or its Subsidiaries whose assetsentering into discussions or negotiations with, individually such person or entity, CBES (x) provides reasonable notice to NASB Holding to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (y) receives from such person or entity an executed confidentiality agreement in substantially the aggregate, constitute 25% or more same form as the one heretofore executed by NASB Holding (except that disclosure of the consolidated assets of person's identity will be permitted); (ii) complying with Rule 14e-2 promulgated under the party.Exchange Act with regard to a tender or exchange offer;

Acquisition Proposals. (a) Each party Premcor agrees that neither it will not, and will cause each nor any of its Subsidiaries nor any of its and its and their respective officers, Subsidiaries’ directors, officers and Affiliates shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries’ employees, agents, advisors agents and representatives (collectivelyincluding any investment banker, attorney or accountant retained by it or any of its Subsidiaries, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termsto, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing; provided that, in the event that after that, following the date of this Agreement and prior to the receipt of the Requisite Sterling VoteAgreement, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Premcor receives an unsolicited bona fide written Acquisition ProposalProposal not in breach of this Section 6.4, such party Premcor may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if extent that the Board of Directors of such party Premcor concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, provided further that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party Premcor shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement . Premcor shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person Persons other than the other party Valero, with respect to any Acquisition Proposal. Each party Premcor will promptly (within twenty-four (24) hoursone day) advise the other party Valero in writing following receipt of any Acquisition Proposal or any inquiry which that could reasonably be expected to lead to an Acquisition Proposal, and shall keep Valero fully informed of the substance thereof (including the terms and conditions of and the identity of the person Person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposalmaterial terms thereof), and will keep the other party Valero apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party Premcor shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used Premcor agrees to promptly inform its Subsidiaries, Affiliates, directors, officers, employees, agents and Representatives of the obligations undertaken in this Section 6.4. Nothing in this Section 6.4 shall (A) permit Premcor to terminate this Agreement or (B) affect or limit any other obligation of Valero or Premcor under this Agreement, “Acquisition Proposal” means, . (b) Nothing contained in this Agreement shall prevent Premcor or its Board of Directors from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to Webster an Acquisition Proposal; provided, that such Rules will in no way eliminate or Sterling, as applicable, other than modify the transactions contemplated by effect that any action pursuant to such Rules would otherwise have under this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party.

Acquisition Proposals. (a) Each party Prior to the Closing, Seller agrees that it will notneither Seller nor any Subsidiary nor any of the respective officers and directors of Seller or any of the Subsidiaries shall, and will Seller shall direct and use its best efforts to cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors agents and representatives (collectivelyincluding, “Representatives”without limitation, any investment banker, attorney or accountant retained by Seller or any Subsidiary) not to, initiate, solicit or encourage, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals the making of any proposal or offer (including, without limitation, any proposal or offer to stockholders of Seller) with respect to a merger, consolidation or similar transaction involving, or any purchase of all or any substantial portion of the assets or any equity securities of, Seller or any of the Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal, (ii") or engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause otherwise facilitate directly or indirectly any effort or attempt to be furnished confidential make or nonpublic information or data and participate in such negotiations or discussions with the person making the implement an Acquisition Proposal if the Board of Directors of such party concludes in good faith Proposal; and (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisorsb) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and Seller will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party parties conducted heretofore with respect to any Acquisition Proposalof the foregoing. Each party Seller will promptly (within twenty-four (24) hours) advise take the other party following receipt necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this subsection 7.14(b). Seller will notify RCBA and Purchaser immediately if any Acquisition Proposal such inquiries or proposals are received by, any such information is requested from, or any inquiry such negotiations or discussions are sought to be initiated or continued with RCBA and Purchaser. Nothing contained in this Agreement shall prohibit Seller and its directors from (i) pursuing Acquisition Proposals if, in the exercise of Seller's directors' good faith judgment (which could reasonably be expected judgment is based upon the advice of independent, outside legal counsel) their fiduciary duties to lead Seller's shareholders so require, (ii) making to an Acquisition Proposal, the stockholders any recommendation and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance filing with the terms thereof. As used in this AgreementSEC, “Acquisition Proposal” meansas required by Rules 14e-2 and 14d-9 under the Exchange Act, with respect to Webster any tender offer, or Sterling, as applicable, other than (iii) from informing the stockholders of Seller in the proxy materials with respect to the Shareholder Meeting to consider the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication Agreement of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of information that is material to the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in vote with respect to such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partytransactions.

Acquisition Proposals. (a) Each party The Company agrees that neither it will not, and will cause each nor any of its Subsidiaries nor any of their respective officers or directors shall, and that it shall direct and use its reasonable best efforts to cause its and their respective officers, directors, each such Subsidiary's employees, agents, advisors agents and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly otherwise facilitate any inquiries or proposals the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving, or any purchase of all or substantially all of the assets of the Company or more than 10% of the outstanding equity securities of the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). The Company further agrees that neither the Company nor any of its Subsidiaries nor any of their respective officers and directors shall, (ii) and that it shall direct and use its reasonable best efforts to cause its and each such Subsidiary's employees, agents and representatives not to, directly or indirectly, engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal or (iv) unless Proposal; provided, however, that nothing contained in this Agreement has been terminated in accordance shall prevent the Company or the Company Board from (A) complying with its terms, approve disclosure obligations under federal or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement state law; (B) providing information in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than response to a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, request therefor by a party receives Person who has made an unsolicited bona fide written Acquisition Proposal, Proposal if the Company Board receives from the Person so requesting such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate an executed confidentiality agreement; (C) engaging in such any negotiations or discussions with the person making the any Person who has made an unsolicited bona fide written Acquisition Proposal or (D) recommending such an Acquisition Proposal to the shareholders of the Company, if and only to the extent that, (i) in each such case referred to in clause (B), (C) or (D) above, the Company Board of Directors of such party concludes determines in good faith (after receiving the advice of its consultation with outside legal counsel, and with respect to financial matters, its financial advisors) that failure to take such actions action would be more likely than not required in order for its directors to result in a violation of its comply with their respective fiduciary duties under applicable law; providedlaw and (ii) in the case referred to in clause (D) above, thatthe Company Board determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, prior to furnishing any confidential or nonpublic information permitted if accepted, is reasonably likely to be provided pursuant to this sentenceconsummated, such party shall have entered taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in a confidentiality agreement with the person making such Acquisition Proposal on terms no less transaction more favorable to it the Company's shareholders from a financial point of view than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partyConsolidation. Each party will, and The Company agrees that it will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party parties conducted heretofore with respect to any Acquisition ProposalProposals. Each party The Company agrees that it will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of notify Parent immediately if any such Acquisition Proposal and any draft agreementsinquiries, proposals or other materials offers are received from by, any such information is requested from, or on behalf of the person making any such inquiry discussions or Acquisition Proposal in connection with such inquiry negotiations are sought to be initiated or Acquisition Proposalcontinued with, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyrepresentatives.

Acquisition Proposals. (a) Each party agrees that it The Company will not, and will cause its Subsidiaries, and each of its Subsidiaries and its and their respective directors and officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, and will instruct its Representatives not to: (i) initiate, solicit, or knowingly encourage or knowingly facilitate inquiries the submission or proposals with respect announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalin, (iii) provide any confidential or nonpublic information or data to, or have enter into or participate in any discussions with, or negotiations with any person relating Person with respect to any Acquisition Proposal or (iviii) unless provide any non-public information, or afford access to the business, properties, assets, books or records of the Company and its Subsidiaries to, any Person (other than Parent, Merger Sub, or any designees of Parent or Merger Sub) in connection with any Acquisition Proposal. The Company will, and will cause its Subsidiaries to, and will instruct its Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Merger Sub, or any designees of Parent or Merger Sub) with respect to any Acquisition Proposal, (y) to the extent the Company has the right to do so, within two (2) Business Days following the date of this Agreement, request in writing the prompt return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person, and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Notwithstanding the foregoing, the Company and its Representatives, solely in response to an inquiry or proposal that did not result from a material breach of this Section 5.3(a), may (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made or, to the Knowledge of the Company, is considering making, following the date hereof, an Acquisition Proposal of the provisions of this Section 5.3. (b) Notwithstanding Section 5.3(a) or any other provision of this Agreement, if at any time following the date of this Agreement and prior to the receipt of the Company Stockholder Approval, (i) the Company has been terminated received an unsolicited written Acquisition Proposal that did not, directly or indirectly, result from a material breach of Section 5.3(a), and (ii) the Company Board or a committee thereof determines in accordance good faith, after consultation with outside counsel and a financial advisor, that (x) such Acquisition Proposal constitutes or is reasonably likely to lead to or result in a Superior Proposal and (y) the failure to engage in negotiations or discussions with such Person would be inconsistent with its termsfiduciary duties, approve then the Company may (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal and its Representatives and (B) participate in discussions or negotiations with such Person and its Representatives regarding such Acquisition Proposal; provided, that, (1) the Company will not, and will cause its Subsidiaries not to, and will instruct its Representatives not to, disclose any such information to such Person or participate in any such discussions or negotiations unless the Company has, or first enters into, a confidentiality agreement with such Person (I) with terms governing confidentiality that, taken as a whole, are not materially less restrictive to the other Person than those contained in the Confidentiality Agreement and (II) that does not prevent the Company from providing any information to Parent and Merger Sub to the extent required by this Agreement, and (2) the Company will, as promptly as reasonably practicable, and in any event within one (1) Business Day, provide or make available to Parent any material non-public information concerning the Company or its Subsidiaries provided or made available to such other Person that was not previously provided or made available to Parent and Merger Sub. (c) The Company will promptly (and in any event within one (1) Business Day) notify Parent in writing (email being sufficient) of the receipt by the Company of any Acquisition Proposal or any inquiry, request for information or other indication by any Person that it is considering making an Acquisition Proposal. The Company will provide Parent promptly (and in any event within such one (1) Business Day period) the material terms and conditions of any such inquiry or Acquisition Proposal, together with copies of all material documents related thereto, and the identity of the Person making any such inquiry or Acquisition Proposal, and (ii) keep Parent reasonably informed of any material developments, discussions or negotiations regarding any Acquisition Proposal (including any changes to the material terms thereof). (d) The Company Board and each committee thereof will not, subject to the terms and conditions of this Agreement, (i) cause or permit the Company or its Subsidiaries to enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, joint venture agreement, partnership agreement, or similar definitive agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance compliance with this Section 6.135.3(b)) in connection with relating to, or relating that would reasonably be expected to lead to, any Acquisition Proposal. Proposal (an “Alternative Acquisition Agreement”) or (ii) make a Change of Board Recommendation. (e) Notwithstanding the foregoing, in the event that after the date Section 5.3(d) or any other provision of this Agreement and Agreement, prior to the receipt of the Requisite Sterling Vote, in Company Stockholder Approval: (i) the case of Sterling, or Company may terminate this Agreement to enter into an Alternative Acquisition Agreement if (A) the Requisite Webster Vote, in the case of Webster, a party Company receives an unsolicited bona fide written Acquisition Proposal that did not directly or indirectly result from a material breach of Section 5.3(a) and that the Company Board or a committee thereof determines in good faith, after consultation with outside counsel, constitutes a Superior Proposal; (B) the Company has notified Parent in writing that it intends to terminate this Agreement to enter into an Alternative Acquisition Agreement, which notice shall include the information with respect to such party mayAcquisition Proposal that is specified in Section 5.3(c) and (C) no earlier than the end of the Notice Period, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives tosubject to Section 5.3(e)(iv), furnish the Company Board or cause to be furnished confidential or nonpublic information or data and participate any committee thereof determines in such negotiations or discussions with the person making good faith that the Acquisition Proposal if that is subject of the Board of Directors of such party concludes in good faith (after receiving Determination Notice continues to constitute a Superior Proposal and that the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions terminate this Agreement would reasonably be more likely than not expected to result in a violation of be inconsistent with its fiduciary duties under applicable law; providedLaw, thatafter consultation with outside counsel, prior to furnishing and taking into consideration the terms of any confidential proposed amendment or nonpublic information permitted to be provided pursuant modification to this sentenceAgreement that Parent has irrevocably committed to make during the Notice Period; (ii) the Company Board or a committee thereof may make a Change of Board Recommendation in response to an Acquisition Proposal if (A) the Company receives an Acquisition Proposal that that did not directly or indirectly result from a material breach of Section 5.3(a), such party and the Company Board or a committee thereof determines in good faith, after consultation with outside counsel and its financial advisor, that the Acquisition Proposal constitutes a Superior Proposal, (B) the Company has notified Parent in writing that it intends to effect a Change of Board Recommendation, which notice shall have entered into a confidentiality agreement include the information with the person making respect to such Acquisition Proposal on terms that is specified in Section 5.3(c), and (C) no less favorable to it earlier than the Confidentiality Agreementend of the Notice Period, subject to Section 5.3(e)(iv), the Company Board or a committee thereof determines in good faith, after consultation with the Company’s outside legal counsel and its financial advisor, and taking into consideration the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed to make during the Notice Period, that the Acquisition Proposal that is subject of the Determination Notice continues to constitute a Superior Proposal and that the failure to make a Change of Board Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (iii) other than in connection with an Acquisition Proposal, the Company Board or a committee thereof may make a Change of Board Recommendation in response to an Intervening Event if (A) the Company has notified Parent in writing that it intends to effect a Change of Board Recommendation, which confidentiality agreement notice shall not provide describe the Intervening Event in reasonable detail, and (B) no earlier than the end of the Notice Period, subject to Section 5.3(e)(iv), the Company Board or any committee thereof determines in good faith, after consultation with the Company’s outside legal counsel and its financial advisor, and after considering the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed to make during the Notice Period, that the failure to effect a Change of Board Recommendation in response to such person Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; and (iv) during any exclusive right to negotiate with such party. Each party Notice Period, if requested by Parent, the Company will, and will cause instruct its Subsidiaries and Representatives to, immediately cease and cause negotiate in good faith with Parent regarding potential changes to be terminated any activities, discussions or negotiations conducted before this Agreement to allow Parent to offer adjustments to the date terms of this Agreement with such that (A) the Acquisition Proposal no longer continues to constitute a Superior Proposal and/or (B) the Intervening Event no longer requires the Company Board or a committee thereof to make a Change of Board Recommendation, as applicable. The provisions of this Section 5.3(e) apply to any person other than material amendment to the other party financial terms of any applicable Superior Proposal with respect to Section 5.3(e)(i) and Section 5.3(e)(ii) and require a revised Determination Notice and a new Notice Period pursuant to Section 5.3(e)(i) or Section 5.3(e)(ii), as the case may be. (f) Nothing contained in this Agreement prohibits (i) the Company Board or a committee thereof from (A) taking and disclosing to the holders of Shares a position contemplated by Rule 14e‑2(a) and Rule 14d-9 promulgated under the Exchange Act or (B) making any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise public statement if the other party following receipt of any Acquisition Proposal Company Board or any inquiry which could a committee thereof determines that the failure to make such statement would reasonably be expected to lead be inconsistent with its fiduciary duties under applicable Law or (ii) the Company or the Company Board from making any disclosure required under the Exchange Act; provided, that this clause (f) shall not be construed to an Acquisition Proposalexclude such communications from the definition of “Change of Board Recommendation.” (g) The Company acknowledges and agrees that, and for purposes of determining whether a breach of this Section 5.3 has occurred, the substance thereof (including the terms and conditions of and the identity actions of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal Company’s directors and any draft agreements, proposals or other materials received from or Representatives acting in their authorized capacities on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition ProposalCompany shall be deemed to be the actions of the Company, and will keep the other party apprised Company shall be responsible for any breach of any related developments, discussions this Section 5.3 by its directors and negotiations Representatives acting in their authorized capacities on a current basis, including any amendments to or revisions behalf of the terms Company. For the avoidance of such inquiry doubt, the Company shall not be responsible for a breach of this Section 5.3 by a director or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more Representative of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in Company if such Person has taken such action without the aggregate, constitute 25% or more authorization of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyCompany Board.

Acquisition Proposals. (a) Each party agrees that it will From the date hereof until the earlier of the termination of this Agreement and the Closing, Company shall not, and will cause each of its Subsidiaries and its and their respective nor shall Company authorize or permit any officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not or other agents of Company or any Company Subsidiary to, directly or indirectly, (i) initiate, take any action to solicit, knowingly initiate or encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (ivii) unless this Agreement has been terminated engage in accordance with its termsnegotiations with, approve or enter into disclose any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or nonpublic information relating to Company or any Company Subsidiary or afford access to the properties, books or records of Company or any Company Subsidiary to, any Person that may be considering making, or has made, an Acquisition Proposal. Notwithstanding the foregoing; provided, however, that nothing contained in the event that after the date of this 35 Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, shall prevent Company or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of Company at any time prior to the consummation of the Merger from: (a) furnishing nonpublic information to, or affording access to the properties, books or records of Company or any Company Subsidiary to, or entering into negotiations with, any Person in connection with an unsolicited Acquisition Proposal by such party concludes Person, if (a) Company's Board of Directors determines in good faith that such action is necessary to comply with their fiduciary duties to the Company Stockholders under applicable Law; (after receiving b) prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person, Company's Board of Directors receives from such Person an executed confidentiality agreement with customary terms, and (c) Company's Board of Directors concludes in the advice exercise of its outside counselfiduciary duties that the Acquisition Proposal is a Superior Proposal; (b) taking and disclosing to the Company Stockholders any position, and making any related filings with the SEC, as required by Rules 14e-2 and 14d-9 under the Exchange Act, with respect to financial mattersany Alternative Transaction that is a tender offer; provided, its financial advisors) that failure Company's Board of Directors shall not recommend that the Company Stockholders tender their shares of Company Common Stock in connection with any such tender offer unless the Board shall have determined in good faith that such action is necessary to take such actions would be more likely than not to result in a violation of comply with its fiduciary duties under applicable lawLaw; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such (c) if an unsolicited Acquisition Proposal is received as described in clause (i) above, informing the Company Stockholders that it no longer believes that the Merger is advisable and no longer recommends approval of the Merger (a "Subsequent Determination"), approving or recommending an Alternative Transaction based on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions that unsolicited Acquisition Proposal or negotiations conducted before the date of this entering into an Acquisition Agreement with any person other than the other party with respect to any such an Alternative Transaction if (i) Company's Board of Directors determines in good faith that such action is necessary to comply with its fiduciary duties under applicable Law and (b) Company's Board of Directors concludes in good faith that the Acquisition Proposal is a Superior Proposal. Each party Company will promptly (within twenty-four (24) hours) advise the other party following notify Purchaser after receipt of any Acquisition Proposal or any inquiry which could request for nonpublic information relating to Company or any Company Subsidiary or for access to the properties, books or records of Company or any Company Subsidiary by any Person that has made an Acquisition Proposal and will keep Purchaser reasonably be expected to lead to an informed of the status and details of any such Acquisition Proposal, indication or request. Such written notice shall specify the material terms and conditions of the substance thereof (including Acquisition Proposal, identify the Person making the Acquisition Proposal and state that the Board of Directors of Company intends to make, or is considering making, a Subsequent Determination. For a period of three business days following such notice, Company shall not take any action with respect to the Acquisition Proposal and shall provide an opportunity for Purchaser to propose such adjustments to the terms and conditions of and this Agreement as would enable the identity Board of the person making such inquiry or Acquisition Proposal), will provide the other party Directors of Company to proceed with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in herein on such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party.adjusted terms. 36

Acquisition Proposals. (a) Each party agrees that it will Boston Private shall not, and will shall cause each of its Subsidiaries and its and their respective officersofficers and directors not to, directors, employees, and shall use its reasonable best efforts to cause its and their agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposalto, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to to, any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its termspublicly propose any of the foregoing or propose any of the foregoing to a third party; provided, approve or enter into any term sheetthat, letter prior to receipt of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoingRequisite Boston Private Vote, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party Boston Private receives an unsolicited bona fide written Acquisition Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives officers, directors, agents, advisors and representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with to the person making the Acquisition Proposal if the extent that its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to furnishing or concurrently with providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, Boston Private shall have provided such party information to SVB Financial, and shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partyBoston Private. Each party Boston Private will, will cause its officers and directors to, and will use reasonable best efforts to cause its Subsidiaries agents, advisors and Representatives representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party SVB Financial with respect to any Acquisition Proposal. Each party Boston Private will promptly (and in any event within twenty-four (24) hourshours and before entering into any discussions or providing any information) advise the other party SVB Financial following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the material terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party SVB Financial with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with any such inquiry or Acquisition Proposal, and will keep the other party apprised promptly (and in any event within twenty-four (24) hours) advise SVB Financial of any related material developments, discussions and negotiations on a current basis, including any amendments to or revisions of the material terms of such inquiry or Acquisition Proposal. Each party Boston Private shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. Boston Private shall not, and shall cause its Subsidiaries and its and their officers, directors, agents, advisors and representatives not to on its behalf, enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or other agreement (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.9(a)) relating to any Acquisition Proposal. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party Boston Private and its Subsidiaries or 25% or more of any class of equity or voting securities of a party Boston Private or its Subsidiaries whose assets, individually or in the aggregate, constitute more than 25% or more of the consolidated assets of the partyBoston Private, (ii) any tender offer (including a self-self tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party Boston Private or its Subsidiaries whose assets, individually or in the aggregate, constitute more than 25% or more of the consolidated assets of the partyBoston Private, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution exchange or other similar transaction business combination involving a party Boston Private or its Subsidiaries whose assets, individually or in the aggregate, constitute more than 25% or more of the consolidated assets of Boston Private. As used in this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal that the partyBoard of Directors of Boston Private concludes in good faith to be more favorable to its shareholders than the Merger and the other transactions contemplated hereby, (i) after receiving the advice of its financial advisors, (ii) after taking into account the likelihood of consummation of such transaction on the terms set forth therein and (iii) after taking into account all legal (with the advice of outside counsel), financial (including the financing terms of any such proposal), regulatory and other aspects of such proposal (including any expense reimbursement provisions and conditions to closing) and any other relevant factors permitted under applicable law; provided, that for purposes of the definition of “Superior Proposal,” the reference to “25%” in the definition of Acquisition Proposal shall instead refer to “50%”.

Acquisition Proposals. (a) Each party The Company agrees that it will not, and will cause each of its Subsidiaries and use its reasonable best efforts to cause its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal Proposal, except to notify a person that has made or, to the knowledge of the Company, is making any inquiries with respect to, or (iv) unless is considering making, an Acquisition Proposal, of the existence of the provisions of this Section 6.11(a); provided that, prior to the approval of this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter by the shareholders of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoingCompany by the Requisite Company Vote, in the event the Company receives an Acquisition Proposal that after was not the date result of a willful or material breach of this Agreement and prior to the receipt of the Requisite Sterling VoteSection 6.11(a), in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the its Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisorsadvisor) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, further, that, prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentencethe foregoing proviso, such party the Company shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it than the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”), which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partythe Company. Each party The Company will, and will use its reasonable best efforts to cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party Parent with respect to any Acquisition Proposal. Each party The Company shall provide three (3) Business Days written notice to Parent prior to entering into any Acceptable Confidentiality Agreement. The Company will promptly (within twenty-four (24) hours) advise the other party Parent following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof Proposal (including the material terms and conditions of of, and the identity of the person making making, such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party Parent reasonably apprised of any related developments, discussions and negotiations on a current basisnegotiations, including any amendments to or revisions of the material terms of such inquiry or Acquisition Proposal. Each party The Company shall use its reasonable best efforts withdraw and terminate access that was granted to enforce any existing confidentiality person (other than the parties to this Agreement and their respective affiliates and Representatives) to any “data room” (virtual or standstill agreements to which it physical) that was established in connection with an Acquisition Proposal. (b) The Company shall not, and none of the Board of Directors of the Company or any committee thereof shall cause or permit the Company to, enter into any letter of its Subsidiaries is a party intent, memorandum of understanding, agreement in accordance with principle, acquisition agreement, merger agreement or other agreement (other than an Acceptable Confidentiality Agreement) relating to any Acquisition Proposal made to the terms thereof. Company. (c) As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicableshall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party the Company and its Subsidiaries or 25% or more of any class of equity or voting securities of a party the Company or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyCompany, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party the Company or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyCompany, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party the Company or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyCompany.

Acquisition Proposals. (a) Each party agrees that it Except as otherwise provided in this Section 6.5, from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company will not, nor shall it authorize or permit any of its Subsidiaries to, and will use its reasonable best efforts to cause its and their respective Representatives not to, (i) initiate, solicit or knowingly encourage, directly or indirectly, the making of any Acquisition Proposal or (ii) engage in negotiations or substantive discussions with, or furnish any material nonpublic information to, any Third Party relating to an Acquisition Proposal, other than informing Third Parties of the provisions contained in this Section 6.5. The Company shall, and shall cause each of its Subsidiaries and the Representatives of the Company and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not Subsidiaries to, directly or indirectly, (iA) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals immediately cease and cause to be terminated all existing discussions and negotiations with any Person conducted heretofore with respect to any Acquisition Proposal, Proposal or potential Acquisition Proposal and (iiB) engage request the prompt return or participate in any negotiations destruction of all confidential information previously furnished with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating respect to any Acquisition Proposal or potential Acquisition Proposal. (ivb) unless Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the date that the Requisite Shareholder Approval is obtained at the Shareholders’ Meeting, in the event that the Company receives a written Acquisition Proposal, the Company and the Company Board and their Representatives may engage in negotiations or substantive discussions (including, as a part thereof, making counterproposals) with, or furnish any information and other access to, any Third Party making such Acquisition Proposal and its Representatives or potential sources of financing if the Company Board determines in good faith, after consultation with the Company’s outside legal and financial advisors, and based on information then available, that such Acquisition Proposal constitutes, or could reasonably be expected to result in, a Superior Proposal; provided, however, that (x) prior to furnishing any material nonpublic information, the Company receives from such Third Party an executed Acceptable Confidentiality Agreement and (y) any such material nonpublic information so furnished has been terminated previously provided or made available to Parent or is provided or made available to Parent substantially concurrently with it being so furnished to such Third Party. (c) Except as otherwise provided in accordance with its termsthis Agreement, the Company Board shall not (i) (A) withdraw (or modify in a manner adverse to Parent), or publicly propose to withdraw (or so modify), the Company Board Recommendation or (B) adopt a formal resolution approving, adopting or recommending any Acquisition Proposal, or propose publicly to approve, adopt or recommend, any Acquisition Proposal (any action described in this clause (i) being referred to as a “Change in Recommendation”) or (ii) approve or enter into allow the Company or any term sheet, of its Subsidiaries to execute any letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition merger agreement, merger acquisition agreement or other similar definitive agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance an Acceptable Confidentiality Agreement) with this Section 6.13) in connection with or any Third Party relating to any Acquisition ProposalProposal (an “Alternative Acquisition Agreement”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, in the event that after the date of this Agreement and at any time prior to the receipt of the Requisite Sterling VoteShareholder Approval, the Company Board may make a Change in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal Recommendation if the Company Board of Directors of such party concludes determines in good faith (after receiving the advice of consultation with its outside counsel, counsel and with respect to financial matters, its financial advisors) that the failure to take such actions action would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead constitute a breach of the directors’ fiduciary duties to an the shareholders of the Company under applicable Law. (d) Without limiting Section 6.5(c), in response to a written Acquisition Proposal that the Company Board determines in good faith (after consultation with its outside counsel and financial advisors) constitutes a Superior Proposal, the Company may terminate this Agreement pursuant to Section 8.1(c)(ii) and this Section 6.5(d) and, concurrently with such termination, may enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided, however, that the substance thereof Company shall not terminate this Agreement pursuant to Section 8.1(c)(ii) and this Section 6.5(d) unless the Company (including x) has complied with its obligations set forth in Section 6.5(e), and (y) pays, or causes to be paid, to Parent the Termination Fee payable pursuant to Section 8.3(a)(ii) prior to or concurrently with such termination. (e) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be entitled to terminate this Agreement pursuant to Section 8.1(c)(ii) and Section 6.5(d), (x) unless the Company shall have provided to Parent five (5) Business Days’ prior written notice (the “6.5(e) Notice”) advising Parent that the Company Board intends to take such action (and (unless a copy of the relevant proposed transaction agreement has been provided to Parent) specifying, in reasonable detail, the material terms and conditions of any such Superior Proposal and the identity of the person Third Party making any such inquiry or Acquisition Superior Proposal)) and, will provide the other party with an unredacted if applicable, a copy of any the relevant proposed transaction agreement, and (y): (i) during such five (5) Business Day period, if requested by Parent, the Company shall have engaged in good faith negotiations with Parent to implement changes to the terms of this Agreement intended to cause such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition to no longer constitute a Superior Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, ; and (ii) the Company Board shall have considered in good faith any tender offer adjustments to this Agreement (including a self-tender offerchange to the price terms hereof) or exchange offer thatand the other agreements contemplated hereby that may be offered in writing by Parent (the “Proposed Changed Terms”) no later than 5:00 p.m., Las Vegas time, on the fifth (5th) Business Day of such five (5) Business Day period and shall have determined (after consultation with its outside counsel and financial advisors) that the Superior Proposal would continue to constitute a Superior Proposal if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyProposed Changed Terms were to be given effect.

Acquisition Proposals. (a) Each party Xenith agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, officers and directors, employees, and will instruct and use reasonable best efforts to cause its and their agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Xenith Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Xenith Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with or otherwise cooperate in any way with, any person relating to in connection with any Xenith Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.136.12(b)) in connection with or relating to any Xenith Acquisition Proposal. Notwithstanding the foregoingXenith will, in the event that after and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement and with any person other than HRB regarding any Xenith Acquisition Proposal. (b) Notwithstanding Section 6.12(a), prior to the receipt of the Requisite Sterling Xenith Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party event Xenith receives an unsolicited bona fide written Xenith Acquisition Proposal, such party it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish provide or cause to be furnished provided confidential or nonpublic information or data to and engage or participate in such negotiations or discussions with the person making the Xenith Acquisition Proposal and such person’s Representatives if the its Board of Directors concludes in its good faith business judgment (after receiving the advice of its outside counsel, and with respect to financial matters its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided that prior to providing any confidential or nonpublic information permitted to be provided pursuant to this Section 6.12(b), Xenith shall have entered into a confidentiality agreement with such third party on terms no less favorable to it in the aggregate than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with Xenith. Xenith will promptly (within twenty-four (24) hours) advise HRB following Xenith’s receipt of any such Xenith Acquisition Proposal or any inquiry which could reasonably be expected to lead to a Xenith Acquisition Proposal, and the substance thereof (including the material terms and conditions of the Xenith Acquisition Proposal and the identity of the person making such inquiry or Xenith Acquisition Proposal), and will keep HRB apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Xenith Acquisition Proposal. Xenith shall enforce any existing confidentiality agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. (c) HRB agrees that it will not, and will cause its Subsidiaries and its and their officers and directors, and will instruct and use reasonable best efforts to cause its Representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any HRB Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any HRB Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, have or participate in any discussions with or otherwise cooperate in any way with, any person in connection with any HRB Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, enter into any term sheet, letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (other than a confidentiality agreement referred to and entered into in accordance with Section 6.12(d)) relating to any HRB Acquisition Proposal. HRB will, and will use its reasonable best efforts to cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than Xenith regarding any HRB Acquisition Proposal. (d) Notwithstanding Section 6.12(c), prior to the receipt of the Requisite HRB Vote, in the event HRB receives an unsolicited bona fide written HRB Acquisition Proposal, it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, provide or cause to be provided confidential or nonpublic information or data to and engage or participate in negotiations or discussions with the person making the HRB Acquisition Proposal and such person’s Representatives if its Board of Directors concludes in its good faith business judgment (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, that prior to furnishing providing any confidential or nonpublic information permitted to be provided pursuant to this sentenceSection 6.12(d), such party HRB shall have entered into a confidentiality agreement with the person making such Acquisition Proposal third party on terms no less favorable to it in the aggregate than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such partyHRB. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party HRB will promptly (within twenty-four (24) hours) advise the other party Xenith following HRB’s receipt of any such HRB Acquisition Proposal or any inquiry which could reasonably be expected to lead to an a HRB Acquisition Proposal, and the substance thereof (including the material terms and conditions of the HRB Acquisition Proposal and the identity of the person making such inquiry or HRB Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party Xenith apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or HRB Acquisition Proposal. Each party HRB shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party.

Acquisition Proposals. (a) Each party agrees that it will Subject to the other provisions of this Section 6.5, during the Interim Period, the Company shall not, and will shall cause each of its Subsidiaries the Company Subsidiaries, and its and their respective officers, officers and directors, employeesmanagers or equivalent not to, agents, advisors and representatives (collectively, “Representatives”) shall use its reasonable best efforts to cause any other Representatives of the Company or the Company Subsidiaries not to, directly or indirectly, indirectly (i) solicit, initiate, solicit, knowingly encourage or knowingly facilitate inquiries any inquiry, discussion, offer or proposals with respect request that constitutes, or could reasonably be expected to any lead to, a Company Acquisition ProposalProposal (provided that for purposes of this Section 6.5(a), the references in the definition of Company Acquisition Proposal to “twenty percent (20%)” shall be deemed to be five percent (5%)) (an “Inquiry”), (ii) engage or participate in any discussions or negotiations with regarding, or furnish to any person concerning Third Party any non-public information in connection with, or otherwise cooperate in any way with, or knowingly facilitate in any way any effort by, any Third Party in connection with, any Company Acquisition ProposalProposal or Inquiry, (iii) provide any confidential approve or nonpublic information or data torecommend a Company Acquisition Proposal, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar definitive agreement (whether written or oral, binding or nonbinding) (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 6.5(b)) providing for or relating to a confidentiality agreement referred Company Acquisition Proposal (an “Alternative Acquisition Agreement”), or (iv) propose or agree to do any of the foregoing. (b) Notwithstanding anything to the contrary in this Section 6.5, at any time prior to obtaining the requisite Company Stockholder Approval, the Company may, in response to an unsolicited bona fide written Company Acquisition Proposal by a Third Party received after the date of this Agreement (that did not result from a breach of this Section 6.5) (i) furnish non-public information to such Third Party (and such Third Party’s Representatives) making a Company Acquisition Proposal (provided, however, that (A) prior to so furnishing such information, the Company receives from the Third Party an executed Acceptable Confidentiality Agreement, and (B) any non-public information concerning the Company and the Company Subsidiaries that is provided to such Third Party shall, to the extent not previously provided to Parent, be provided to Parent prior to or simultaneously with providing it to such Third Party), and (ii) engage in discussions or negotiations with such Third Party (and such Third Party’s Representatives) with respect to the Company Acquisition Proposal if, in the case of each of clauses (i) and (ii): (x) the Company Board determines in good faith, after consultation with its financial and legal advisors, that such Company Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal, and (y) the Company Board determines in good faith, after consultation with legal counsel, that failure to take such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law; provided, however, that in each of the foregoing clauses (i) and (ii), such Company Acquisition Proposal was not solicited in violation of Section 6.5. (c) The Company shall notify Parent promptly (but in no event later than one (1) Business Day) after receipt of any Company Acquisition Proposal or any request for nonpublic information relating to the Company or any Company Subsidiary by any Third Party, or any Inquiry from any Person seeking to have discussions or negotiations with the Company relating to a possible Company Acquisition Proposal. Such notice shall be made orally and confirmed in writing, and shall indicate the identity of the Third Party making the Company Acquisition Proposal or Inquiry and the material terms and conditions of any Inquiries, proposals or offers (including a copy thereof if in writing and any related documentation or correspondence). The Company shall also promptly, and in any event within one (1) Business Day, notify Parent, orally and in writing, if it enters into discussions or negotiations concerning any Company Acquisition Proposal or provides nonpublic information or data to any person in accordance with this Section 6.5(c) and keep the other party informed of the status and terms of any such proposals, offers, discussions or negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (d) Except as permitted by this Section 6.5(d), neither the Company Board nor any committee thereof shall (i) withhold, withdraw, qualify or modify (or publicly propose to withhold, withdraw, qualify or modify), in a manner adverse to Parent, Parent LP or Merger Sub, the Company Recommendation, (ii) approve, adopt or recommend (or publicly propose to approve, adopt or recommend) any Company Acquisition Proposal, (iii) fail to include the Company Recommendation in the Joint Proxy Statement or any Schedule 14D-9, as applicable, (iv) fail to publicly recommend against any Company Acquisition Proposal within ten (10) business days of the request of Parent and reaffirm the Company Recommendation within ten (10) business days (any of the actions described in clauses (i), (ii), (iii) and (iv) of this Section 6.5(d), a “Company Adverse Recommendation Change”), or (v) approve, adopt, declare advisable or recommend (or agree to, resolve or propose to approve, adopt, declare advisable or recommend), or cause or permit the Company to enter into, any Alternative Acquisition Agreement (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 6.136.5). Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Company Stockholder Approval and subject to compliance with Section 6.5(f), Section 6.5(g), if applicable, and Section 8.3, the Company Board shall be permitted to (x) terminate this Agreement to enter into a definitive agreement, including an Alternative Acquisition Agreement, with respect to a Superior Proposal if the Company Board (A) has received a Company Acquisition Proposal that, in the good faith determination of the Company Board, after consultation with its financial and legal advisors, constitutes, or could reasonably be expected to lead to, a Superior Proposal, after having complied with, and giving effect to all of the adjustments which may be offered by Parent pursuant to, Section 6.5(f), and (B) determines in good faith, after consultation with its financial and legal advisors, that failure to take such action would be inconsistent with the directors’ duties under applicable Law, or (y) effect a Company Adverse Recommendation Change if, after the date of this Agreement: (I) the Company receives an unsolicited bona fide written Company Acquisition Proposal by a Third Party that did not result from a breach of this Section 6.5 and that the Company Board determines in good faith, after consultation with its financial and legal advisors, that such Company Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal, and the Company Board determines in good faith, after consultation with its financial and legal advisors, that failure to take such action would be inconsistent with the directors’ duties under applicable Law, or (II) in connection with circumstances not involving or relating to any a Company Acquisition Proposal, a Company Intervening Event has occurred or arisen and the Company Board determines in good faith, after consultation with its financial and legal advisors, that failure to take such action would be inconsistent with the directors’ duties under applicable Law. (e) Except as permitted by this Section 6.5(e), neither the Parent Board nor any committee thereof shall (i) withhold, withdraw, qualify or modify (or publicly propose to withhold, withdraw, qualify or modify), in a manner adverse to the Company or the Company LP, the Parent Recommendation, or (ii) fail to include the Parent Recommendation in the Joint Proxy Statement or any Schedule 14D-9, as applicable (any of the actions described in clauses (i) or (ii), a “Parent Adverse Recommendation Change”). Notwithstanding anything to the foregoingcontrary set forth in this Agreement, in at any time prior to obtaining the event that Parent Stockholder Approval, and subject to compliance with Section 6.5(g) and Section 8.3, the Parent Board shall be permitted to effect a Parent Adverse Recommendation Change if, after the date of this Agreement a Parent Intervening Event has occurred or arisen and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Parent Board of Directors of such party concludes determines in good faith (faith, after receiving the advice of its outside counsel, and consultation with respect to financial matters, its financial and legal advisors) , that failure to take such actions action would be more likely than not to result in a violation of its fiduciary inconsistent with the directors’ duties under applicable law; provided, that, prior Law. (f) The Company Board shall not be entitled to furnishing any confidential terminate this Agreement or nonpublic information effect a Company Adverse Recommendation Change as permitted under Section 6.5(d) in circumstances involving or relating to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Company Acquisition Proposal on terms no less favorable unless (i) the Company has provided a written notice (a “Notice of Superior Proposal”) to it than Parent that the Confidentiality Agreement, which confidentiality agreement shall not provide Company intends to take such person with any exclusive right to negotiate with such party. Each party will, action and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before describing the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the material terms and conditions of, and attaching a complete copy of, the Superior Proposal that is the basis of and such action and, to the identity of extent not prohibited by confidentiality restrictions, identifying the person third party making such inquiry or Acquisition Superior Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in during the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party.five

Acquisition Proposals. (a) Each party Without limiting Stockholder’s other obligations under this Agreement, Stockholder agrees that it will shall not, and will shall cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectivelyincluding any investment banker, attorney or accountant retained by it) (“Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage initiate or knowingly facilitate solicit any inquiries or proposals the making of any proposal or offer with respect to any an Acquisition Proposal. Stockholder further agrees that it shall not, (ii) and shall cause its Representatives not to, directly or indirectly, engage or participate in any negotiations with any person concerning any Acquisition Proposalconcerning, (iii) or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person or entity relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any an Acquisition Proposal. Notwithstanding the foregoing, in the event Stockholder agrees that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party or entity conducted heretofore with respect to any Acquisition Proposal. Each party Stockholder agrees that it will take the necessary steps to promptly (inform the individuals or entities referred to in the first sentence of this Section of the obligations undertaken in this Section. Stockholder agrees that it will notify Transferors promptly, but in any event within twenty-four (24) hours) advise the other party following receipt of 48 hours if any Acquisition Proposal such inquiries, proposals or offers are received by, any such information is requested from, or any inquiry which could reasonably such discussions or negotiations are sought to be expected to lead to an Acquisition Proposalinitiated or continued with, it or any of its Representatives indicating, in connection with such notice, the name of such person or entity and the substance thereof (including the material terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, offers and will thereafter shall keep the other party apprised of any related developments, discussions and negotiations Transferors informed on a current basis, including and, in any amendments to or revisions event, within 48 hours of any changes in the status and terms of any such inquiry proposals or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce offers, including whether any existing confidentiality such proposal has been withdrawn or standstill agreements to which it or any of its Subsidiaries is a party in accordance with rejected. (b) From and after the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than date hereof until the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest inTermination Date, (i) Stockholder shall work exclusively with Transferors in connection with any acquisition or purchase, transaction involving the direct or indirectindirect acquisition by Empire of hotel, of 25% gaming or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or resort properties in the aggregateCatskills (“Catskills Acquisition”), constitute 25% or more of the consolidated assets of the party, and (ii) Stockholder shall not solicit, contact or engage in discussions or negotiations with any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of (other than Transferors) with respect to any class of equity or voting securities of a party or its Subsidiaries whose assetsCatskills Acquisition. (c) Notwithstanding the foregoing, individually nothing in this Section 4 shall limit or in any way affect the aggregate, constitute 25% rights or more obligations of the consolidated assets Stockholder as a director or officer of the party, Empire or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets Empire’s Board of the partyDirectors.

Acquisition Proposals. (a) Each party agrees that it The Company will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person Persons other than the other party Acquiror with respect to any Acquisition Proposal. Each party The Company will promptly within forty-eight (within twenty-four (2448) hours) hours advise the other party Acquiror following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person Person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party Acquiror apprised of any related developments, discussions and negotiations (including the material terms and conditions of the Acquisition Proposal) on a reasonably current basis. (b) The Company agrees that it will not, including and will cause its respective Subsidiaries and Affiliates, and its and their respective officers, directors, agents and advisors not to, initiate, solicit, encourage or knowingly facilitate inquiries or proposals with respect to, or engage in any amendments to negotiations concerning, or revisions provide any confidential or nonpublic information or data to, or have any discussions with, any Person relating to, any Acquisition Proposal (other than contacting a Person for the sole purpose of seeking clarification of the terms and conditions of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts ); provided that, in the event the Company receives an unsolicited bona fide Acquisition Proposal from a Person other than Acquiror after the execution of this Agreement and prior to enforce any existing confidentiality receipt of the Company Stockholder Approval, and the Company Board concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal or standstill agreements would reasonably be likely to which it or any result in a Superior Proposal and, after considering the advice of its Subsidiaries is outside counsel, that failure to take such actions would be reasonably likely to result in a party in accordance with violation of the terms thereof. As used in this Agreementdirectors' fiduciary duties under applicable Legal Requirements, “Acquisition Proposal” means, the Company may: (i) furnish information with respect to Webster or Sterling, as applicable, other than it to such Person making such Acquisition Proposal pursuant to a customary confidentiality agreement (subject to the transactions contemplated by this Agreement, requirement that any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, such information not previously provided to Acquiror shall be promptly furnished to Acquiror); (ii) any tender offer (including a self-tender offer) participate in discussions or exchange offer that, if consummated, would result in negotiations regarding such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or Acquisition Proposal; and (iii) terminate this Agreement in order to concurrently enter into an agreement with respect to such Acquisition Proposal; provided, however, that the Company may not terminate this Agreement pursuant to this Section 5.8 unless and until (x) five (5) Business Days have elapsed following the delivery to Acquiror of a mergerwritten notice of such determination by the Company Board and, consolidationduring such five (5) Business-Day period, share exchangeAcquiror and the Company cooperate with one another with the intent of enabling them to engage in good faith negotiations so that the Contemplated Transactions may be effected, business combinationand (y) at the end of such five (5) Business-Day period, reorganizationthe Company continues, recapitalizationin good faith and after consultation with outside legal counsel and financial advisors, liquidationto believe that a Superior Proposal continues to exist. (c) Nothing contained in this Agreement shall prevent the Company or the Company Board from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal, dissolution provided that such Rules will in no way eliminate or other similar transaction involving a party or its Subsidiaries whose assets, individually or in modify the aggregate, constitute 25% or more of the consolidated assets of the partyeffect that any action pursuant to such Rules would otherwise have under this Agreement.

Acquisition Proposals. (a) Each party agrees Notwithstanding any other provision of this Agreement to the contrary, during the period beginning on the date of this Agreement and continuing until the No-Solicitation Period Start Date, Hydrocarbon and its Representatives shall have the right to, directly or indirectly, (i) initiate, solicit, facilitate and encourage Acquisition Proposals, (ii) enter into discussions relating to Acquisition Proposals, (iii) continue or otherwise participate in any discussions or negotiations regarding any Acquisition Proposal, (iv) furnish to any Person any information or data with respect to Hydrocarbon, including by way of providing access to non-public information pursuant to (but only pursuant to an executed confidentiality agreement no less restrictive than the Confidentiality Agreement); provided that it will notHydrocarbon shall promptly provide or make available to Energy Partners any non-public information concerning Hydrocarbon or any Subsidiary that is provided or made available to any Person which was not previously provided or made available to Energy Partners; and (v) otherwise cooperate with or take any other action to facilitate any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. Within 24 hours following the No-Solicitation Period Start Date, Hydrocarbon shall notify Energy Partners of (i) the number of Excluded Parties, (ii) the identity of each Excluded Party and (iii) the material terms and conditions of each Excluded Party's Acquisition Proposal and furnish copies of any documents and related correspondence provided in connection therewith (including any amendments or modifications to any of the foregoing) received from any Excluded Party. Hydrocarbon shall immediately cease any discussions with any Person (other than Energy Partners) that are ongoing as of the No-Solicitation Period Start Date and that constitute an Acquisition Proposal, except as may be expressly provided for in Sections 6.6(b) and 6.6(c), and will cause each except in respect of any Excluded Party. Any Person that submits an Acquisition Proposal that the Deal Committee and the Hydrocarbon Board determines in good faith constitutes, or could reasonably be expected to lead to, a Superior Proposal, no later than 24 hours following the No Solicitation Period Start Date shall be referred to herein as an "Excluded Party." Notwithstanding anything contained in Section 6.6(a) to the contrary, any Excluded Party shall cease to be an Excluded Party for all purposes under this Agreement at such time as the Deal Committee determines in good faith that the Acquisition Proposal made by such party ceases to be reasonably likely to lead to a Superior Proposal. (b) Except with respect to any written Acquisition Proposal from an Excluded Party received after the date hereof and prior to the No-Solicitation Period Start Date, none of Hydrocarbon and its Subsidiaries shall, and its and they shall cause their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) Representatives not to, directly or indirectly, (i) initiate, solicit, facilitate or knowingly encourage or knowingly facilitate inquiries or proposals with respect to the submission of, any Acquisition Proposal, or (ii) engage or participate in any negotiations with or negotiations regarding, or furnish to any person concerning any non-public information with respect to, any Acquisition Proposal. Notwithstanding anything to the contrary in this Section 6.6, (iii) provide nothing contained in this Agreement shall prohibit Hydrocarbon from furnishing any confidential or nonpublic information or data to, or have entering into or participate participating in any discussions or negotiations with, any person relating that makes an unsolicited written Acquisition Proposal which did not result from a breach of this Section 6.6, if (i) the Deal Committee determines that such Acquisition Proposal constitutes or is likely to result in a Superior Proposal, and (ii) prior to furnishing such non-public information to such person, Hydrocarbon receives from such person an executed confidentiality agreement no less restrictive than the Confidentiality Agreement and furnishes Energy Partners with any such information that has not previously been furnished. Any breach of this Section 6.6 by any of Hydrocarbon's or its Subsidiaries' Representatives shall constitute a breach of this Section 6.6 by Hydrocarbon. (c) Other than in accordance with Section 6.6(e), and except as otherwise provided in this Section 6.6(c), neither the Hydrocarbon Board nor any committee thereof shall (1) (a) withdraw, modify or qualify in any manner adverse to Energy Partners the Hydrocarbon Recommendation or (b) publicly approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal (any action described in this clause (1) being referred to as a "Hydrocarbon Change in Recommendation"); or (iv2) unless this Agreement has been terminated in accordance with approve, adopt or recommend, or publicly propose to approve, adopt or recommend, or allow Hydrocarbon or any of its terms, approve Subsidiaries to execute or enter into into, any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, merger agreement option agreement, joint venture agreement, partnership agreement, or other agreement (whether written similar contract or oralany tender or exchange offer providing for, binding with respect to, or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to with, any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and at any time prior to obtaining the receipt of Hydrocarbon Stockholder Approval, the Requisite Sterling VoteDeal Committee may make a Hydrocarbon Change in Recommendation if it shall have concluded in good faith, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party mayafter consultation with, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving taking into account the advice of of, its outside counsellegal advisors and financial consultants, and the Hydrocarbon Change in Recommendation is necessary to comply with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, thathowever, prior that the Deal Committee shall not be entitled to furnishing any confidential or nonpublic information permitted exercise its right to be provided make a Hydrocarbon Change in Recommendation pursuant to this sentencesentence unless Hydrocarbon has: (x) complied in all material respects with this Section 6.6, (y) provided to Energy Partners four calendar days prior written notice (such party notice, a "Notice of Proposed Recommendation Change") advising Energy Partners that the Deal Committee intends to take such action and specifying the reasons therefor in reasonable detail, including, if applicable, the terms and conditions of any Superior Proposal that is the basis of the proposed action and the identity of the Person making the proposal and contemporaneously providing a copy of all relevant proposed transaction documents for such Superior Proposal (it being understood and agreed that any amendment to the terms of any such Superior Proposal shall have entered into require a confidentiality agreement new Notice of Proposed Recommendation Change and an additional four calendar day period), and (z) if applicable, provided to Energy Partners all materials and information delivered or made available to the Person or group of persons making any Superior Proposal in connection with such Superior Proposal (to the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement extent not previously provided). Any Hydrocarbon Change in Recommendation shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before change the date approval of this Agreement with or any person other than approval of the Board of Directors of Hydrocarbon, including in any respect that would have the effect of causing any state (including Delaware) corporate takeover statute or other party with respect similar statute to be applicable to the transactions contemplated hereby or thereby, including the Redemption and/or Merger. (d) In addition to the obligations of Hydrocarbon set forth in this Section 6.6, Hydrocarbon shall as promptly as practicable (and in any Acquisition Proposal. Each party will promptly (event within twenty-four (24) hours24 hours after receipt) advise the other party following receipt Energy Partners orally and in writing of any Acquisition Proposal or any inquiry which could reasonably be expected matter giving rise to lead to an Acquisition Proposal, a Hydrocarbon Change in Recommendation and the substance thereof (including the material terms and conditions of any such Acquisition Proposal or any matter giving rise to a Hydrocarbon Change in Recommendation (including any changes thereto) and the identity of the person Person making any such inquiry or Acquisition Proposal), will provide the other party . Hydrocarbon shall keep Energy Partners informed on a reasonably current basis of material developments with an unredacted copy of respect to any such Acquisition Proposal or any matter giving rise to a Hydrocarbon Change in Recommendation. (e) Nothing contained in this Agreement shall prevent Hydrocarbon or the Hydrocarbon Board from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any draft agreementssimilar communication to stockholders) or from making any legally required disclosure to stockholders. Any "stop-look-and-listen" communication by Hydrocarbon or the Hydrocarbon Board to the stockholders of Hydrocarbon pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communication to the stockholders of Hydrocarbon) shall not be considered a failure to make, proposals or other materials received from a withdrawal, modification or on behalf change in any manner adverse to Energy Partners of, all or a portion of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyHydrocarbon Recommendation.

Acquisition Proposals. From the date hereof until the termination hereof and except as expressly permitted by the following provisions of this Section 6.8, the Company will not, nor will it permit any of its Subsidiaries to, nor will it authorize or permit any officer, director or employee of or any investment banker, attorney, accountant or other advisor or representative of, the Company or any of its Subsidiaries to, directly or indirectly, (ai) Each party agrees solicit, initiate or knowingly encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that nothing contained in this Section 6.8 shall prohibit the Company from furnishing information to, or entering into discussions or negotiations with, any person that makes an unsolicited bona fide written Acquisition Proposal after the date hereof if, and only to the extent that (A) the Company Shareholder Meeting shall not have occurred, (B) the Company Board, after consultation with and receipt of advice of independent legal counsel, determines in good faith that such action is necessary for the Company Board to comply with its fiduciary duties to the Company's shareholders under applicable Law, (C) the Company Board determines, after consultation with and receipt of advice of its financial advisor and after taking into account the strategic benefits to be derived from the Share Exchange and the long-term prospects of Parent and its Subsidiaries, that such Acquisition Proposal is reasonably likely, if consummated, to result in a transaction more favorable to the Company's shareholders from a financial point of view than the Share Exchange, and (D) prior to taking such action, the Company (x) provides reasonable notice to Parent to the effect that it will notis taking such action and (y) receives from such person an executed confidentiality/standstill agreement in reasonably customary form and in any event containing terms at least as stringent as those contained in the Confidentiality Agreement between Parent and the Company. Prior to providing any information to or entering into discussions or negotiations with any person in connection with an Acquisition Proposal by such person, the Company shall notify Parent of any Acquisition Proposal (including, without limitation, the material terms and conditions thereof and the identity of the person making it) as promptly as practicable (but in no case later than 24 hours) after its receipt thereof, and shall provide Parent with a copy of any written Acquisition Proposal or amendments or supplements thereto, and shall thereafter inform Parent on a prompt basis of the status of any discussions or negotiations with such a third party, and any material changes to the terms and conditions of such Acquisition Proposal, and shall promptly give Parent a copy of any information delivered to such person which has not previously been reviewed by Parent. Immediately after the execution and delivery of this Agreement, the Company will, and will cause each of its Subsidiaries and its affiliates, and their respective officers, directors, employees, agentsinvestment bankers, advisors attorneys, accountants and representatives (collectively, “Representatives”) not other agents to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated terminate any existing activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party parties conducted heretofore with respect to any possible Acquisition Proposal. Each party The Company agrees that it will take the necessary steps to promptly (within twenty-four (24) hours) advise inform the other party following receipt of any Acquisition Proposal individuals or any inquiry which could reasonably be expected entities referred to lead to an Acquisition Proposal, and in the substance thereof (including the terms and conditions of and the identity first sentence hereof of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used obligations undertaken in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partySection 6.8.

Acquisition Proposals. (a) Each party agrees From the date hereof until the Closing Date or, if earlier, the date on which this Agreement is terminated in accordance with Section 15.3, Seller and Parent agree that it will they shall not, and will shall cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors Affiliates and representatives (collectivelyincluding any investment bankers, “Representatives”attorneys or accountants) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries (including by way of providing information) the submission of any inquiries, proposals or proposals with respect offers (whether firm or hypothetical) or any other efforts or attempts that constitute or may reasonably be expected to lead to, any Acquisition Proposal, (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage or participate in any negotiations with concerning an Acquisition Proposal (other than discussions or requests for and receipt of information to ascertain the terms of any person concerning such Acquisition Proposal), (iii) approve any Acquisition Proposal, (iiiiv) provide any confidential or nonpublic information or data toapprove, or have propose to approve, or participate in any discussions withexecute or enter into, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitmentagreement in principle, memorandum of understanding, agreement in principle, acquisition merger agreement, merger asset or share purchase or share exchange agreement, option agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating related to any Acquisition Proposal, or (v) enter into any agreement or agreement in principle requiring, directly or indirectly, the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder. Notwithstanding the foregoing, if Seller and Parent are not otherwise in the event that after the date violation of this Agreement Section 9.4 and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, Seller or the Requisite Webster Vote, in the case of Webster, a party Parent receives an unsolicited bona fide written Acquisition ProposalProposal after the date hereof, such party maythe board of directors of Seller or Parent, as the case may be, may provide information to, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate engage in such negotiations or discussions with, a person with the person making the respect to an Acquisition Proposal Proposal, directly or through representatives, if the Board board of Directors of such party directors concludes in good faith (faith, after consultation with its financial advisors and receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions action would be more likely than not to result in a violation of its fiduciary duties under applicable lawLaw; provided, thathowever, that prior to furnishing providing (or causing to be provided) any confidential information or nonpublic information data permitted to be provided pursuant to this sentencesentence or engaging in any negotiations or discussions, such party Seller or Parent, as the case may be, shall have entered into a confidentiality agreement with such third party; and, provided, further, that Seller or Parent, as the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreementcase may be, which confidentiality agreement shall not contemporaneously provide such person Purchaser with any exclusive right non-public information concerning Seller, Parent or the Business provided to negotiate with such partythird party that was not previously provided to Purchaser. Each party willSeller or Parent, and will cause its Subsidiaries and Representatives toas the case may be, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will shall promptly (within twenty-four (24) 24 hours) advise Purchaser following the other party following receipt by it of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal and a copy of such Acquisition Proposal), will provide the other party with an unredacted copy and advise Purchaser of any developments with respect to such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf immediately upon the occurrence thereof. (b) For purposes of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party.

Acquisition Proposals. (a) Each party agrees that it The Company shall, and shall cause its officers, directors, employees, representatives and agents to, immediately cease any existing discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal (as defined in Section 6.2(b) hereof). The Company and its Subsidiaries will not, and will cause each of its Subsidiaries and its and their respective officers, directors, employeesemployees and investment bankers, agentsattorneys, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement accountants or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding agents retained by the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it Company or any of its Subsidiaries not to, (i) solicit, directly or through an intermediary, any inquiries with respect to, or the making of, any Acquisition Proposal, or (ii) except as permitted below, engage in negotiations or discussions with, or furnish any confidential information relating to the Company or its Subsidiaries to, any Third Party (as defined in Section 6.2(b)) relating to an Acquisition Proposal (other than the transactions contemplated hereby). Notwithstanding anything to the contrary contained in this Section 6.2, the Company (and any Person referred to above) may furnish information to, and participate in discussions or negotiations with, any Third Party which submits an unsolicited written Acquisition Proposal to the Company if the Board by a majority vote determines, based as to legal matters upon the advice of legal counsel, that furnishing such information or participating in such discussions or negotiations is required by applicable law (including fiduciary principles thereof); provided, that nothing herein shall prevent the -------- Board from taking, and disclosing to the Company's shareholders, a position contemplated by Rules 14D-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; and provided further, that the Company shall not -------- ------- enter into a written agreement providing for a Third Party Transaction (as defined in Section 6.2(b)) except concurrently with or after the termination of this Agreement (except with respect to confidentiality agreements to the extent expressly provided below). The Company shall promptly provide Parent with a reasonable description of any Acquisition Proposal received (including a summary of all material terms of such Acquisition Proposal and, unless it is prohibited from disclosing the same, the identity of the Person making such Acquisition Proposal). The Company shall promptly inform Parent of the status and content of any discussions regarding any Acquisition Proposal with a Third Party. In no event shall the Company provide material, non-public information to any Third Party making an Acquisition Proposal unless such party in accordance enters into a confidentiality or similar agreement containing provisions believed by the Company to reasonably protect the confidentiality of such information. Promptly after entering into any confidentiality or similar agreement with any Person on or after February 6, 1996, the terms thereof. As used in Company shall notify Parent of such event and identify the Person with whom the agreement was executed. (b) For purposes of this Agreement, “Acquisition Proposal” meansthe term "ACQUISITION PROPOSAL" shall mean any proposal, with respect whether in writing or otherwise, made by a Third Party to Webster enter into a Third Party Transaction. "THIRD PARTY TRANSACTION" means the acquisition of beneficial ownership of all or Sterlinga material portion of the assets of, as applicableor a majority equity interest in, the Company pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer or exchange offer or other business acquisition or combination transaction involving the Company and its Subsidiaries, including any single or multi-step transaction or series of related transactions which is structured to permit such Third Party to acquire beneficial ownership of any material portion of the assets of, or a majority of the equity interest in, the Company (other than the transactions contemplated by this Agreement). "THIRD PARTY" means any Person other than Parent, any offer, proposal or inquiry relating to, Purchaser or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyaffiliate thereof.

Acquisition Proposals. (a) Each party agrees that it will From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and will the Company shall instruct and use its reasonable best efforts to cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly, to (i) initiate, solicit, solicit or knowingly encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal, (ii) initiate any discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of its Subsidiaries in connection with an Acquisition Proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iv) grant any waiver, amendment or release under any standstill or confidentiality agreement or the anti-takeover laws of any state, or (v) otherwise knowingly facilitate inquiries any such inquiries, proposals, discussions, or proposals negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, the Company and its officers and directors shall, and the Company shall instruct and cause the Company’s representatives, its Subsidiaries and their representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal, and as promptly as practicable thereafter notify each such Person to the effect that the Company is ending all discussions and negotiations with such Person with respect to any Acquisition Proposal, (ii) engage effective immediately, which notice shall also request such Person to promptly return or participate in any negotiations with any person destroy all confidential information concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to the Company and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and the Company shall take all reasonable necessary actions to secure its rights and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with ensure the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy performance of any such Acquisition Proposal and Person’s obligations under any draft agreements, proposals or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing applicable confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to Webster or Sterling, as applicable, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyagreement.

Acquisition Proposals. (a) Each party agrees that it The Company and its Subsidiaries will not, and will use their reasonable best efforts to cause each of its Subsidiaries and its and their respective officers, directors, employees, agents, advisors employees and representatives (collectively, “Representatives”) other Representatives not to, directly or indirectly, indirectly (i) initiate, solicitsolicit or encourage, knowingly encourage or knowingly facilitate take any action for the purpose of facilitation, any inquiries or proposals with respect to the making of any Acquisition Proposal, Proposal or (ii) except as permitted below, engage in negotiations or participate in discussions with, or furnish any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, any Person for the purpose of facilitating such inquiries or have to obtain a proposal or offer for an Acquisition Proposal. The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to an Acquisition Proposal. The Company shall not release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it is a party. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Company receives an unsolicited Acquisition Proposal, the Company and its board of directors may participate in discussions or negotiations (including, as a part thereof, making any discussions counterproposal) with, or furnish any information to, any Person or Persons making such Acquisition Proposal and their respective Representatives and potential sources of financing if either (i) the Company’s board of directors determines in good faith, after consultation with its financial advisors, that such Person or Persons are reasonably likely to submit to the Company an Acquisition Proposal that is a Superior Proposal or (ii) the Company’s board of directors determines in good faith, after consultation with its counsel, that the failure to participate in such discussions or negotiations or to furnish such information may be inconsistent with the directors’ fiduciary duties under applicable Law; provided that the Company shall have obtained from such person relating an executed confidentiality agreement on terms no less favorable to the Company than those contained in the confidentiality signed with the Parent. In addition, nothing herein shall restrict the Company from complying with its disclosure obligations with regard to any Acquisition Proposal under applicable Law. (c) The Company will promptly notify Parent of the receipt by the Company of any oral or written proposal or offer or any inquiry or contact with any person regarding a potential proposal or offer regarding an Acquisition Proposal, the identity of the Person or Persons making such Acquisition Proposal and the material terms of the Acquisition Proposal. The Company will keep Parent reasonably informed of the status and details of any such Acquisition Proposal and of any material amendments or proposed material amendments thereto and will promptly notify Parent of any determination by the Company’s board of directors that such Acquisition Proposal constitutes a Superior Proposal. (ivd) Subject to Section 6.3(e), unless and until this Agreement has been terminated in accordance with its termsSection 8.1, the Company shall not withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to the Parent or Sub, the approval or recommendation of the Merger as set forth in Section 6.7; or approve or enter into any term sheetrecommend, letter of intentor propose publicly to approve or recommend, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.13) in connection with or relating to any Acquisition Proposal. . (e) Notwithstanding the foregoing, in the event that after the date of this Agreement and that, prior to the receipt Company Special Meeting, the Company’s board of directors receives a Superior Proposal that has not been withdrawn, the Requisite Sterling Vote, in the case Company’s board of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party directors may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board Company’s board of Directors of such party concludes directors determines in good faith (faith, after receiving the advice of consultation with its outside counsel, and with respect to financial matters, its financial advisors) that the failure to take such actions would action may be more likely than not to result in a violation of its inconsistent with the directors’ fiduciary duties under applicable law; providedLaw, thatwithdraw, prior to furnishing any confidential withhold or nonpublic information modify the approval or recommendation of the Merger (a “Change of Recommendation”), approve or recommend such Superior Proposal or terminate this Agreement as permitted to be provided pursuant to this sentencethe terms of Section 8.1(b)(iv) or Section 8.1(c)(ii); provided that: (i) the Company notifies the Parent that it intends to take such action, such which notice must identify the party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than proposal and set forth the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the material terms and conditions of and such proposal; and (ii) Parent shall not have proposed, within three (3) Business Days after receipt of such notice from the identity Company, to amend this Agreement to provide for terms the board of directors of the person making such inquiry Company determines in good faith, after consultation with its financial advisor, to be as favorable as or Acquisition Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received from or on behalf superior to those of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Superior Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance with the terms thereof. As used . (f) Nothing contained in this Agreement, “Acquisition Proposal” means, Section 6.3 shall prohibit the Company or its board of directors from taking and disclosing to the Company’s shareholders a position with respect to Webster or Sterling, as applicable, other than the transactions contemplated a tender offer by this Agreement, any offer, proposal or inquiry relating to, or any a third party indication of interest in, (ipursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from taking any acquisition action or purchase, direct or indirect, of 25% or more making any disclosure required by applicable Law; provided that the content of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partydisclosure complies with this Section 6.3.

Acquisition Proposals. (a) Each party Prior to the Effective Time, the Company agrees that it will notneither it, and will cause each nor any of its Subsidiaries and its and or Affiliates, nor any of their respective directors, officers, directors, employees, agentsagents or representatives, advisors and representatives (collectively, “Representatives”) not towill, directly or indirectly, (i) solicit, initiate, solicit, knowingly facilitate or encourage (including by way of furnishing or knowingly facilitate disclosing non-public information) any inquiries or proposals the making of any proposal with respect to any merger, consolidation or other business combination involving the Company or any Subsidiary of the Company, the acquisition of all or any significant part of the assets or capital stock of the Company or any Subsidiary of the Company (an "Acquisition Transaction") or (ii) negotiate, explore or otherwise engage in discussions with any Person (other than Parent and its representatives) with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data toTransaction, or have or participate in any discussions withwhich may reasonably be expected to lead to a proposal for an Acquisition Transaction, any person relating to any Acquisition Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement arrangement or other agreement understanding with respect to any such Acquisition Transaction; provided, however, that the Company may, in response to an unsolicited written proposal from a third party regarding a Superior Proposal (whether written or oralas hereinafter defined), binding or nonbinding) (other than a confidentiality agreement referred furnish information to and entered into engage in accordance discussions and negotiations with this Section 6.13) in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoingsuch third party, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal but only if the Board of Directors of such party concludes the Company determines in good faith (faith, after receiving the advice of consultation with its financial advisors and outside independent counsel, that taking such action is in the best interests of the Company and its shareholders and such action is consistent with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable lawLaw. If specifically requested by a Person without prior contact from the Company or its representatives, the Company may waive the provisions of any "standstill" agreements between the Company and any Person to the extent necessary to permit such Person to submit a proposal for an Acquisition Transaction that the Board of Directors believes, in its good faith judgment, is reasonably likely to result in a Superior Proposal; provided, that such waiver (i) does not violate or conflict with the foregoing provisions of this Section 2.3(a) and (ii) would not, in any event, permit such Person to acquire any direct or indirect beneficial ownership of shares of Company Common Stock or participate in any tender offer or proxy solicitation relating to shares of the Company Common Stock that would otherwise be prohibited by such "standstill" agreement. It is understood and agreed, without limitation of the Company's obligations, that any violation of this Section 2.3 by any director, officer, Affiliate, investment banker, financial advisor, attorney or other advisor or representative of the Company, whether or not such Person is purporting to act on behalf of the Company, or otherwise, shall be deemed to be a breach of this Section 2.3 by the Company. (b) The Company agrees that, prior to furnishing any confidential or nonpublic information permitted to be provided pursuant to this sentenceas of the date hereof, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreementit, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives toAffiliates, and the respective directors, officers, employees, agents and representatives of the foregoing, shall immediately cease and cause to be terminated any existing activities, discussions or negotiations conducted before the date of this Agreement with any person Person (other than the other party Parent and its representatives) conducted heretofore with respect to any Acquisition ProposalTransaction. Each party will The Company agrees to promptly advise Parent in writing of the existence of (within twenty-four x) any inquiries or proposals (24or desire to make a proposal) hours) advise the other party following receipt of received by (or indicated to), any Acquisition Proposal such information requested from, or any inquiry which could reasonably negotiations or discussions sought to be expected to lead initiated or continued with, the Company, its Subsidiaries or Affiliates, or any of the respective directors, officers, employees, agents or representatives of the foregoing, in each case from a Person (other than Parent and its representatives) with respect to an Acquisition ProposalTransaction, and the substance thereof (including y) the terms and conditions of and thereof, including the identity of such third party and the person making such inquiry or Acquisition Proposal), will provide the other party with an unredacted copy terms of any such Acquisition Proposal and any draft agreements, proposals financing arrangement or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal commitment in connection with such inquiry or Acquisition ProposalTransaction, and will keep to update on an ongoing basis or upon Parent's reasonable request, the status thereof. As used herein, "Superior Proposal" means a bona fide, written and unsolicited proposal or offer made by any Person (or group) (other party apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it than Parent or any of its Subsidiaries is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, Subsidiaries) with respect to Webster or Sterlingan Acquisition Transaction on terms which, as applicabledetermined by the Board of Directors of the Company in good faith (based on the written advice of independent financial advisors) and in a manner consistent with its fiduciary duties under applicable Law, other are more favorable, from a financial point of view, to the Company and its Shareholders than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of a party and its Subsidiaries or 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the party, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a party or its Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the partyhereby.