Common use of Certain Contracts Clause in Contracts

Certain Contracts. (a) Neither the Company nor any Company Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract.

Certain Contracts. (a) Neither Except as set forth in Section 4.14(a) of the Company Comerica Disclosure Schedule or as filed with any Comerica Reports, as of the date hereof, neither Comerica nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), but excluding any Comerica Benefit Plan and any contract, arrangement, commitment or understanding solely among Comerica and any wholly owned Subsidiaries of Comerica or solely among wholly owned Subsidiaries of Comerica: (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) to be performed after which contains a provision that materially restricts the date conduct of this Agreement that has not been filed or incorporated any line of business by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company Comerica or any of its Subsidiaries or, following or upon consummation of the Transaction, Parent Mergers will materially restrict the ability of the Surviving Entity or any of its Subsidiaries, affiliates to own, operate, sell, transfer, pledge engage in any line of business or otherwise dispose of in any material assets geographic region (including any exclusivity or business, exclusive dealing provisions with such an effect); (viii) with or to a labor union or guild with respect to any employees of Comerica or any of its Subsidiaries (including any collective bargaining agreement); (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Comerica Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Comerica; (v) (A) that relates to the incurrence of indebtedness by Comerica or any of its Subsidiaries, including any sale and leaseback transactions, securitizations, off-balance sheet financing arrangements, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Comerica or any of its Subsidiaries of, or any similar commitment by Comerica or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $20,000,000 or more; (vi) containing a “most favored nation” clause pursuant to which (A) any license, covenant not to sue or other similar term providing preferential pricing right is granted or treatment received by Comerica or any of its Subsidiaries with respect to a party material Intellectual Property (other than non-exclusive licenses for commercially available off-the-shelf Software or granted to customers in the Company ordinary course of business) or (B) Comerica or any of its Subsidiaries has assigned, transferred, sold, purchased, acquired or obtained, any material Intellectual Property, or has agreed to do any of the foregoing; (vii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Comerica or its Subsidiaries, taken as a whole; (viii) which creates future payment obligations in excess of $5,000,000 per annum (other than any such contracts which are terminable by Comerica or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice) other than with respect to indebtedness disclosed in any Comerica Reports; (ix) that is a settlement, consent or similar agreement and contains any material continuing obligations of Comerica or any of its Subsidiaries; or (x) that relates to the Company acquisition or disposition of any person, business or asset and under which Comerica or its SubsidiariesSubsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company Comerica Disclosure Schedule, is referred to herein as a “Company Comerica Contract,.” Comerica has made available to Fifth Third true, correct and complete copies of each Comerica Contract in effect as of the date hereof. (i) Each Comerica Contract is valid and binding on Comerica or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Comerica, (ii) Comerica and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Comerica Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Comerica, (iii) to the knowledge of Comerica, each third-party counterparty to each Comerica Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such Comerica Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Comerica, (iv) neither the Company Comerica nor any of its Subsidiaries knows has knowledge of, or has received notice of, any violation of any Company Comerica Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, Comerica and (iiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of the Company Comerica or any of its Subsidiaries Subsidiaries, or to the knowledge of Comerica, any other party thereto, of or under any such Company Comerica Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Comerica.

Certain Contracts. (a) Neither As of the Company date of this Agreement, neither PRISA nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, directors or executive officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement and the Ancillary Agreements will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company PRISA or any Subsidiary thereofof its Subsidiaries, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed performed, in whole or part, after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iv) that contains (A) which materially restricts the conduct of any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company by PRISA or any of its Subsidiaries or, following or upon consummation of the Transaction, Parent Share Exchange will materially restrict the business of PRISA or any of its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement)stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or (vi) containing a “most favored nation” clause the vesting of the benefits of which will be accelerated or other similar term providing preferential pricing modified, by the occurrence of any stockholder approval or treatment to a party (other than the Company consummation of any of the transactions contemplated by this Agreement and the Ancillary Agreements, or its Subsidiaries) that is material to the Company or its Subsidiariesvalue of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement and the Ancillary Agreements. Each contract, arrangement, commitment or understanding of the type described in this Section 5.137.12(a), whether or not set forth in the Company PRISA Disclosure Schedule, is referred to herein as a “Company PRISA Material Contract,” and neither the Company PRISA nor any of its Subsidiaries knows has Knowledge of, or has received notice of, any violation of any Company Contract the above by any of the other parties thereto, which has had a Material Adverse Effect on PRISA. PRISA has previously made available to Liberty true and correct copies of all PRISA Material Contracts, including all schedules, exhibits, annexes and amendments thereto. (b) (i) Each Company As of the date of this Agreement, each PRISA Material Contract is valid and binding on the Company PRISA or its applicable any Subsidiary of PRISA, as applicable, and is in full force and effect, (ii) the Company PRISA and each Company Subsidiary of PRISA has in all material respects performed all obligations required to be performed by it to date under each Company PRISA Material Contract, except where such noncompliance would not have a Material Adverse Effect on PRISA, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company PRISA or any Subsidiary of its Subsidiaries PRISA under any such Company PRISA Material Contract, except where such default would not have a Material Adverse Effect on PRISA.

Certain Contracts. (a) Neither the Company Except as set forth in Section 4.12(a) of Rand Disclosure Schedule or as expressly contemplated by this Agreement, neither Rand nor any Company its Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) Rand Contract that is: (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company Rand SEC Reports filed prior to the date hereofhereof or that is material to Rand and its Subsidiary, taken as a whole, or their financial condition or results of operations; (ii) except with respect to investments set forth in the Rand SEC Reports or any other arrangement regarding a Portfolio Company, a joint venture, alliance or partnership agreement; (iii) other than any arrangement regarding any Portfolio Company, a loan, guarantee of indebtedness or credit agreement, note, mortgage, indenture or other binding commitment (other than those between or among Rand and its Subsidiary) relating to indebtedness for borrowed money in an amount in excess of $25,000 individually; (iv) that contains (A) any a non-competition or exclusive dealing agreement, non-solicitation contract or any other agreement or obligation which that purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or Rand and its Subsidiaries Subsidiary, taken as a whole, is or would be conducted or (B) any agreement the types of businesses that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of Rand and its Subsidiaries orSubsidiary, following consummation of the Transactiontaken as a whole, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, conduct; (v) with is a contract or agreement requiring expenditures by Rand, and/or its Subsidiary in excess of $25,000 in the aggregate on or after the date of this Agreement or under which Rand and/or its Subsidiary is entitled to a labor union receive in excess of $25,000 in the aggregate on or guild (including any collective bargaining agreement)after the date of this Agreement, or in each case, excluding payments received related to Portfolio Company investments; or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than any arrangement regarding any Portfolio Company, is a contract or agreement relating to the Company acquisition or its Subsidiariesdisposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type has not yet been consummated (all Rand Contracts described in this Section 5.13clauses (i) through (vi), whether or not set forth in collectively the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretoRand Material Contracts”). (b) Except as set forth in Section 4.12(b) of Rand Disclosure Schedule, (i) Each Company each Rand Material Contract is valid and binding on the Company Rand or its applicable Subsidiary and, to the knowledge of Rand, the other parties thereto, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception) and is in full force and effect, (ii) the Company Rand and its Subsidiary and, to Rand’s knowledge, each Company Subsidiary other party thereto has in all material respects duly performed all obligations required to be performed by it to date under each Company Contract, Rand Material Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material breach, violation or default on the part of the Company Rand or its Subsidiary or, to Rand’s knowledge, any of its Subsidiaries other party thereto under any such Company Rand Material Contract.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company Discover Disclosure Schedule or as filed with any Discover Reports, as of the date hereof, neither Discover nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), but excluding any Discover Benefit Plan and any contract, arrangement, commitment or understanding solely among Discover and any wholly-owned Subsidiaries of Discover or solely among wholly owned Subsidiaries of Discover: (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) to be performed after which contains a provision that materially restricts the date conduct of this Agreement that has not been filed or incorporated any line of business by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company Discover or any of its Subsidiaries or, following or upon consummation of the Transaction, Parent Mergers will materially restrict the ability of the Surviving Entity or any of its Subsidiaries, Affiliates to own, operate, sell, transfer, pledge engage in any line of business or otherwise dispose of in any material assets geographic region (including any exclusivity or business, exclusive dealing provisions with such an effect); (viii) with or to a labor union or guild with respect to any employees of Discover or any its Subsidiaries (including any collective bargaining agreement); (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Discover Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Discover; (v) (A) that relates to the incurrence of indebtedness by Discover or any of its Subsidiaries, including any sale and leaseback transactions, securitizations, off-balance sheet financing arrangements, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase in each case incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Discover or any of its Subsidiaries of, or any similar commitment by Discover or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $40,000,000 or more; (vi) containing that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Discover or its Subsidiaries; (vii) that is a “most favored nation” clause consulting agreement or other similar term providing preferential pricing data processing, software programming or treatment to a party licensing contract involving the payment by Discover or any of its Subsidiaries of more than $20,000,000 per annum (other than any such contracts which are terminable by Discover or any of its Subsidiaries on sixty (60) days’ or less notice without any required payment or other conditions, other than the Company or its Subsidiariescondition of notice); (viii) that is material one of the contracts related to the Company operations or the business of any of the Discover Network, the PULSE network or Diners Club International (each, a “Network” and collectively, the “Networks”) listed on Section 3.14(a)(viii) of the Discover Disclosure Schedule; (ix) any lease, sublease, license and other agreement under which Discover or any of its Subsidiaries leases, subleases, licenses, uses or occupies (in each case whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement), or has the right to use or occupy, now or in the future, any real property pursuant to which the annual amount payable by Discover or any of its Subsidiaries is more than $10,000,000; (x) that is a settlement, consent or similar agreement and contains any material continuing obligations of Discover or any of its Subsidiaries; or (xi) that relates to the acquisition or disposition of any person, business or asset and under which Discover or its SubsidiariesSubsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Discover Disclosure Schedule, is referred to herein as a “Company Discover Contract,.” Discover has made available to Capital One true, correct and complete copies of each Discover Contract in effect as of the date hereof. (b) (i) Each Discover Contract is valid and binding on Discover or one of its Subsidiaries, as applicable, and in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Discover, (ii) Discover and each of its Subsidiaries have in all material respects complied with and performed all obligations required to be complied with or performed by any of them to date under each Discover Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Discover, (iii) to the knowledge of Discover, each third-party counterparty to each Discover Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under such Discover Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Discover, (iv) neither the Company Discover nor any of its Subsidiaries knows has knowledge of, or has received notice of, any violation of any Company Discover Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, Discover and (iiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of the Company Discover or any of its Subsidiaries or, to the knowledge of Discover, any other party thereto, of or under any such Company Discover Contract, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Discover.

Certain Contracts. (a) Neither the Company First National Bankshares nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFirst National Bankshares, Fifth Third, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofFirst National Bankshares Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition line of business by First National Bankshares or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing (including any First National Bankshares Stock Option or Stock Plan award) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. First National Bankshares has previously made available to Fifth Third true and correct copies of all employment and deferred compensation agreements to which First National Bankshares is a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesparty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company First National Bankshares Disclosure Schedule, and including the Southern Community Merger Agreement and the First Bradenton Merger Agreement, is referred to herein as a “Company First National Bankshares Contract,” ”, and neither the Company First National Bankshares nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National Bankshares. (b) (i) Each Company First National Bankshares Contract is valid and binding on First National Bankshares and/or any of its Subsidiaries, as applicable, and, to the Company or its applicable Subsidiary knowledge of First National Bankshares, any other party thereto, and is in full force and effect, (ii) the Company First National Bankshares and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company First National Bankshares Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company First National Bankshares or any of its Subsidiaries under any such Company First National Bankshares Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on First National Bankshares.

Certain Contracts. (a) Neither the Company CCB nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, officers or employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentCCB, NCBC, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofCCB Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition line of business by CCB or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. CCB has previously made available to NCBC true and correct copies of all employment and deferred compensation agreements which are in writing and to which CCB is a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesparty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company CCB Disclosure Schedule, is referred to herein as a “Company "CCB Contract,” ", and neither the Company CCB nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which will have, individually or in the aggregate, a Material Adverse Effect on CCB. (b) (i) Each Company CCB Contract is valid and binding on the Company CCB or any of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company CCB and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company CCB Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on CCB, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company CCB or any of its Subsidiaries under any such Company CCB Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on CCB.

Certain Contracts. (a) Neither Section 5.23 of the Company nor any Disclosure Letter contains a list of all of the following contracts or agreements (other than those set forth on an exhibit index in the Company Subsidiary is a party to Reports filed on or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect prior to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution date of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or eventsAgreement) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of which the Company or any Subsidiary thereofof the Company is a party or by which any of them is bound as of the date of this Agreement: (i) any non-competition agreement that purports to limit the manner in which, or the localities in which, all or any portion of their respective businesses is conducted, other than any such limitation that is not material to the Company and its Subsidiaries, taken as a whole, (ii) any drilling rig construction or conversion contract with respect to which the drilling rig has not been delivered and paid for, (iii) that is any drilling contracts of one year or greater remaining duration, (iv) any contract or agreement for the borrowing of money with a “borrowing capacity or outstanding indebtedness of $50 million or more or (v) any "material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed (all contracts or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation agreements of the Transaction would purport to limit or restrict, types described in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or clauses (Bi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, through (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is being referred to herein as a “"Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretoMaterial Contracts"). (b) (i) Each As of the date of this Agreement, each Company Material Contract is valid and binding on is, to the Company or its applicable Subsidiary and is knowledge of the Company, in full force and effect, (ii) and the Company and each Company Subsidiary has of its Subsidiaries have in all material respects performed all obligations required to be performed by it them to date under each Company ContractMaterial Contract to which it is a party, except where such failure to be binding or in full force and (iii) no event effect or condition exists that constitutes orsuch failure to perform does not and is not reasonably likely to create, after notice individually or lapse of time or both, will constitutein the aggregate, a material default on the part of Company Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have a Company Material Adverse Effect, neither the Company or nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract or (y) has received written notice of the desire of the other party or parties to any such Company ContractMaterial Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. Each Company Material Contract is enforceable by the Company or a Subsidiary of the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights and general principles of equity, except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Company Material Adverse Effect.

Certain Contracts. (a) Neither the Company Parent nor any Company Subsidiary of the Parent Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “"material contract” " (as such term is defined in Item 601(b)(10) of SEC Regulation S-K of the SECK) to be performed after the date of this Agreement that has not been filed or incorporated by reference in made available to the Company SEC Reports filed prior to the date hereof, (ivii) that contains (A) materially restricts the conduct of any non-competition material line of business by Parent or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of Parent following the Effective Time to engage in any line of business material to Parent or, to the knowledge of Parent, the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (viii) with or to a labor union or guild (including any collective bargaining agreement), or (viiv) containing a “most favored nation” clause credit agreement or other similar term providing preferential pricing indenture to which Parent or treatment any Parent Subsidiary is a party, guarantor or by which any of them is bound and pursuant to a party (other than which Indebtedness in excess of $5,000,000 of the Company or its Subsidiaries) that Parent and/or any Parent Subsidiary is material to the Company or its Subsidiariesoutstanding. Each contract, arrangement, commitment or understanding of the type described in clauses (i), (ii), (iii) and (iv) of this Section 5.134.14(a), whether or not set forth in the Parent Disclosure Schedule or made available to the Company Disclosure Schedulein the case of clause (i), is referred to as a “Company "Parent Contract,” " and neither the Company Parent nor any of its the Parent Subsidiaries knows of, or has received notice of, any violation of any Company Parent Contract by any of the other parties theretothereto that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. (b) With such exceptions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent, (i) Each Company each Parent Contract is valid and binding on Parent or the Company or its applicable Subsidiary Parent Subsidiary, as applicable, and is in full force and effect, (ii) the Company Parent and each Company Subsidiary of the Parent Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Parent Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Parent or any of its the Parent Subsidiaries under any such Company Parent Contract. (c) None of the confidentiality agreements or standstill agreements Parent has entered into with a third party (or any agent thereof) that is in effect on the date hereof contains any exclusivity or standstill provisions that are or will be binding on Parent or any Parent Subsidiary after the Effective Time.

Certain Contracts. (a) Neither Except as disclosed in the Company Raritan Disclosure Schedule under this Section or Section 3.5, (i) neither Raritan nor any Company Raritan Subsidiary is a party to or bound by any contract, arrangement, commitment contract or understanding (whether written or oral) (i) with respect to the employment or termination of any directors, present or former officers, employees employees, directors or consultants, other than in the ordinary course of business consistent with past practice, consultants and (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentRaritan or any Raritan Subsidiary to any officer, the Companyemployee, the Final Surviving Corporationdirector or consultant thereof. The Raritan Disclosure Schedule sets forth true and correct copies of all employment agreements or termination agreements with officers, employees, directors, or any of their respective Subsidiaries consultants to any officer or employee of the Company which Raritan or any Raritan Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretoparty. (b) Except as disclosed in the Raritan Disclosure Schedule, (i) Each Company Contract as of the date of this Agreement, neither Raritan nor any Raritan Subsidiary is valid a party to or bound by any commitment, agreement or other instrument which contemplates the payment by Raritan or any Raritan Subsidiary of amounts in excess of $100,000, or which has a term extending beyond November 1, 1998 and binding on the Company cannot be terminated by Raritan or its applicable Subsidiary and is in full force and effectsubsidiary without consent of the other party thereto, (ii) no commitment, agreement or other instrument to which Raritan or any Raritan Subsidiary is a party or by which any of them is bound limits the Company and each Company freedom of Raritan or any Raritan Subsidiary has to compete in all material respects performed all obligations required to be performed by it to date under each Company Contractany line of business or with any person, and (iii) no event or condition exists that constitutes orneither Raritan nor any Raritan Subsidiary is a party to any collective bargaining agreement. (c) Except as disclosed in the Raritan Disclosure Schedule, after notice or lapse neither Raritan nor any Raritan Subsidiary nor, to the knowledge of time or bothRaritan, will constituteany other party thereto, a is in default in any material default on the part of the Company or any of its Subsidiaries respect under any such Company Contractmaterial lease, contract, mortgage, promissory note, deed of trust, loan or other commitment or arrangement.

Certain Contracts. (a) Neither the Company Except as Previously Disclosed, neither Seller nor any Company Seller Subsidiary is a party to, is bound or affected by, receives, or is obligated to or bound by any contractpay, arrangement, commitment or understanding (whether written or oral) benefits under (i) with respect any agreement, arrangement or commitment, including any agreement, indenture or other instrument, relating to the employment borrowing of any directors, officers, employees money by Seller or consultants, a Seller Subsidiary (other than in the case of Seller Bank deposits, FHLB advances, federal funds purchased and securities sold under agreements to repurchase in the ordinary course of business consistent with past practicebusiness) or the guarantee by Seller or a Seller Subsidiary of any obligation, other than by Seller Bank in the ordinary course of its banking business, (ii) whichany agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director, officer or employee of Seller or a Seller Subsidiary, (iii) any agreement, arrangement or understanding (other than as set forth in this Agreement) pursuant to which any payment (whether of severance pay or otherwise) became or may become due to any director, officer or employee of Seller or a Seller Subsidiary upon execution of this Agreement or consummation upon or stockholder approval following completion of the transactions contemplated by this Agreement will (either alone or upon in connection with the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, ); (iv) that contains any agreement, arrangement or understanding pursuant to which Seller or a Seller Subsidiary is obligated to indemnify any director, officer, employee or agent of Seller or a Seller Subsidiary, other than as set forth in Seller Employee Plans and in the Articles of Incorporation, Code of Regulations, Bylaws or other governing documents of Seller and its Subsidiaries; (Av) any non-competition agreement, arrangement or exclusive dealing understanding to which Seller or a Seller Subsidiary is a party or by which any of the same is bound which limits the freedom of Seller or a Seller Subsidiary to compete in any line of business or with any person; (vi) any assistance agreement, supervisory agreement, memorandum of understanding, consent order, cease and desist order or condition of any regulatory order or decree with or by the OTS, the FDIC, the Division, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party regulatory agency (other than the Company those of general applicability to savings associations or its Subsidiariesholding companies thereof issued by Governmental Entities); or (vii) that is material to the Company or its Subsidiaries. Each contractany agreement, arrangement, commitment arrangement or understanding of which would be required to be filed as an exhibit to Seller's Annual Report on Form 10-KSB under the type described in this Section 5.13, whether or Exchange Act and which has not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretobeen so filed. (b) (i) Each Company Contract is valid and binding on the Company or its applicable Neither Seller nor any Seller Subsidiary and is in full force default or in non-compliance under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party or by which its assets, business or operations may be bound or affected, whether entered into in the ordinary course of business or otherwise and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contractwhether written or oral, and (iii) no there has not occurred any event or condition exists that constitutes or, after notice or with the lapse of time or the giving of notice, or both, will constitute, would constitute such a material default on the part of the Company or any of its Subsidiaries under any such Company Contractnon-compliance.

Certain Contracts. (a) Neither With respect to Contracts to which the Company nor any Company Subsidiary is a party to or bound by any contractidentified on Schedule 6.19(a) (“Company Contracts”), arrangementthe Purchaser and the Company shall cooperate between the date hereof and the Closing Date in order to, commitment or understanding (whether written or oral) at the Purchaser’s election: (i) with respect obtain any amendment to such Company Contract as specified by the employment of any directorsPurchaser, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, and/or (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the terminate such Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior Contract on terms satisfactory to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretoPurchaser. (b) If the Purchaser and the Company obtain all amendments to such Company Contract, if any, requested by the Purchaser, on or prior to the Closing Date, then such Company Contract shall constitute a Purchased Asset and shall be assigned to the Purchaser or its designee at Closing. (c) If all required consents to the termination of any Company Contract that the Purchaser elects to terminate are obtained on or prior to the Closing Date, then such Company Contract shall be terminated as of or prior to the Effective Time, such Company Contract shall be an Excluded Asset and shall not be assigned to the Purchaser. (d) If either (i) Each any amendments to any Company Contract is valid and binding on requested by the Company Purchaser are not obtained, or its applicable Subsidiary and is in full force and effect, (ii) any consent to termination of a Company Contract as to which the Purchaser has requested termination are not obtained, then (x) such Company Contract shall be an Excluded Asset and each shall not be assigned to the Purchaser. (e) In the event any Company Subsidiary has in all material respects performed all obligations required Contracts are excluded as Excluded Assets pursuant to be performed by it to date under each Company ContractSection 6.19(d), the Company, and (iii) no event or condition exists that constitutes orthe Purchaser will cooperate with each other as reasonably requested by the other party during the Dissolution Period in order to obtain, after notice or lapse of time or both, will constitute, a material default on at the part expense of the Company Purchaser, the required amendment or any termination of its Subsidiaries under any such Company ContractContract as contemplated by this Section 6.19. (f) With respect to the Contracts to identified on Schedule 6.19(f) which a Purchased Company or a Subsidiary are parties that are not Company Contracts, between the date hereof and the Closing Date, the Company will cooperate with Purchaser, as requested by Purchaser, to obtain an amendment to such Contract satisfactory to the Purchaser or to terminate such Contract on terms satisfactory to the Purchaser. The costs and expenses of any such amendment or termination shall be paid by the Purchaser. (g) The Company shall use commercially reasonable efforts to, prior to the Closing, assign such Company Contracts as Purchaser may designate as soon as practicable following the execution of this Agreement to a Purchased Company or a Subsidiary as may be designated by the Purchaser as soon as practicable following the execution of this Agreement.

Certain Contracts. (a) Neither Except as set forth in Schedule 3.16(a) of the Company Camco Disclosure Schedules, neither Camco nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, employees; (ii) which would entitle any present or former director, officer, employee or agent of Camco or any of its Subsidiaries to indemnification from Camco or any of its Subsidiaries; (iii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFirst Place, Camco, Camco Bank, the Company, the Final Surviving Corporation, Bank or any of their respective Subsidiaries or successors to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, ; (iv) that contains which involves the annual payment of $50,000 or more; (Av) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $50,000 per annum, in the case of any non-competition or exclusive dealing agreementsuch agreement with an individual, or $100,000 per annum, in the case of any other agreement or obligation such agreement; (vi) which purports to limit or restrict, or following materially restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all business by Camco or any portion of its Subsidiaries; (vii) with or to a labor union or guild (including any collective bargaining agreement); (viii) relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or material assets (other than this Agreement and the Company or its Subsidiaries is or would be conducted or Bank Merger Agreement); (Bix) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company Camco or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business, ; (vx) with respect to any material joint venture, partnership agreement or similar agreement; (xi) with respect to a labor union any agreement relating to any intellectual property other than “shrink wrap” licenses related to software; (xii) relating to the indebtedness by Camco or guild its Subsidiaries for borrowed money or any guaranty of indebtedness for borrowed money in excess of $10,000,000; or (xiii) excluding the plans set forth on Schedule 3.11, where any employee benefits (including any collective bargaining agreement)stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or (vi) containing a “most favored nation” clause the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or other similar term providing preferential pricing the Bank Merger Agreement, or treatment to a party (other than the Company value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or its Subsidiaries) that is material to the Company or its SubsidiariesBank Merger Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13Sections 3.16(a) and 3.16(c) hereof, whether or not set forth in Schedule 3.16(a) or Schedule 3.16(c) of the Company Camco Disclosure ScheduleSchedules, is referred to herein as a “Company Camco Contract,.” Camco has previously delivered to First Place true and neither the Company nor any correct copies of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretoeach Camco Contract. (b) Except as set forth in Schedule 3.16(b) of the Camco Disclosure Schedules, (i) Each Company each Camco Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company Camco and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Camco Contract, and except where such noncompliance, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on Camco, (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company Camco or any of its Subsidiaries under any such Company Camco Contract, except where such default, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on Camco and (iv) no other party to such Camco Contract is, to Camco’s knowledge, in default in any respect thereunder. (c) Schedule 3.16(c) of the Camco Disclosure Schedules sets forth all agreements of Camco providing for the lease of real property, copies of which have previously been delivered or made available to First Place including term of the lease, any option to extend such lease and any consent or notice required in connection with the Merger and the transactions contemplated hereby.

Certain Contracts. (aSection 5.1(k) Neither of the Company nor any Company Subsidiary is Disclosure Letter sets forth a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to list as of the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution date of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (each Contract to which either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereofof its Subsidiaries is a party or bound, other than Contracts solely among the Company and its wholly owned Subsidiaries, which (A) provides that any of them will not compete with any other Person, or which grants “most favored nation” protections to the counterparty to such Contract, in each case that is either of the type required to be listed pursuant to clause (K) below, or from and after the Effective Time would be or would purport to be binding upon Parent or any of its Subsidiaries (other than the Company and its Subsidiaries) in a manner that would be material, (iiiB) purports to limit in any material respect either the type of business in which the Company or its Subsidiaries may engage or the manner or locations in which any of them may so engage in any business, which Contract either involves payments or receipts in excess of $20,000,000 in any year, or from and after the Effective Time would be or would purport to be binding upon Parent or any of its Subsidiaries (other than the Company and its Subsidiaries) in a manner that would be material, (C) requires the Company or its Affiliates to deal exclusively with any Person or group of related Persons, which Contract either involves payments or receipts in excess of $20,000,000 in any year, or from and after the Effective Time, would be or would purport to be binding on Parent or its Affiliates (other than any licenses or other Contracts entered into in the ordinary course), (D) is material to the formation, creation, operation, management or control of any partnership or joint venture, the book value of the Company’s investment in which exceeds $10,000,000, (E) is a Contract for the lease of real or personal property providing for annual payments of $5,000,000 or more, (F) is required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K of under the SECSecurities Act, (G) contains a put, call or similar right pursuant to be performed after the date of this Agreement that has not been filed or incorporated by reference in which the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement of its Subsidiaries would be required to purchase or obligation sell, as applicable, any equity interests of any Person or assets at a purchase price which purports would reasonably be likely to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichexceed, or the localities in which, all or any portion fair market value of the business equity interests or assets of the Company or its Subsidiaries is or which would be conducted or reasonably likely to exceed, $10,000,000, (BH) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability was entered into with Affiliates of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or and its Subsidiaries) that is material not a Company Plan, (I) is a CBA or other Contract to or with any labor union or other employee representative of a group of employees, (J) relates to Indebtedness in excess of $10,000,000 (other than arrangements entered into by and among the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows ofSubsidiaries), (K) is an Affiliation Contract generating annual license fees in excess of $20,000,000, (L) was entered into after the Applicable Date involving the acquisition or has received notice ofdisposition, any violation directly or indirectly (by merger or otherwise), of any Company assets (other than licenses of Intellectual Property in the ordinary course of business) or capital stock or other equity interests for aggregate consideration (in one or a series of transactions) under such Contract by any of $10,000,000 or more and which includes ongoing, as of the other parties thereto. (b) (i) Each Company Contract is valid and binding on the Company date of this Agreement, indemnity obligations, purchase price adjustments, earn-out or its applicable Subsidiary and is in full force and effectsimilar provisions, (iiM) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract.is with any

Certain Contracts. (a) Neither Except as set forth at Section 3.9(b) and Section 3.12(a) of the Company Target Disclosure Schedule, neither Target nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentWAL, the Company, the Final Surviving CorporationTarget, or any of their respective Subsidiaries to any director, officer or employee of the Company or any Subsidiary thereof, (iii) that is which materially restricts the conduct of any line of business by Target or any of its Subsidiaries or limits Target’s freedom to compete in any geographic area or to use the name “Service1st Bank” or any variant thereof, or which requires Target or any of its Subsidiaries to make available investment opportunities to any person on a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed priority or incorporated by reference in the Company SEC Reports filed prior to the date hereofexclusive basis, (iv) that contains which relates to the incurrence of indebtedness (Aother than deposit liabilities and advances and loans from the FHLB San Francisco incurred in the ordinary course of business consistent with past practice) any non-competition or exclusive dealing agreement, by Target or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other agreement or obligation similar financing transactions, (v) which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits or purports to limit the ability properties of the Company Target or any of its Subsidiaries orSubsidiaries, following consummation (vi) which limits the payments of the Transaction, Parent dividends by Target or any of its Subsidiaries, (vii) which relates to ownany joint venture, operatepartnership, selllimited liability company agreement or other similar agreement or arrangement, transferor to the formation, pledge creation or otherwise dispose operation, management or control of any material assets partnership or businessjoint venture with any third parties, (vviii) which is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $250,000 per annum (other than any such contracts which are terminable by Target or its applicable Subsidiary on 60 days or less notice without any required payment or other conditions (other than the condition of notice)), (ix) with or to a labor union or guild (including any collective bargaining agreement), (x) which is not of the type described in clauses (i) through (ix) above and which involved payments by, or to, Target or any of its Subsidiaries in the fiscal year ended December 31, 2011, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2012, of more than $250,000 (other than (A) pursuant to Loans originated or purchased by Target and its Subsidiaries and deposits taken in the ordinary course of business consistent with past practice or (viB) containing a “most favored nation” clause any such contracts which are terminable by Target or its applicable Subsidiary on 60 days or less notice without any required payment or other similar term providing preferential pricing or treatment to a party conditions (other than the Company condition of notice)), (xi) except as set forth in Section 3.24 of the Target Disclosure Schedule, which relates to any material Scheduled IP (as defined in Section 3.24) or its Subsidiaries(xii) that is except as set forth on Section 3.12(a)(v) of the Target Disclosure Schedule, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including as to this clause (xii), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan). Section 3.12(a) of the Target Disclosure Schedule sets forth a list of all material to the Company or contracts (as defined in Item 601(b)(10) of Regulation S-K) of Target and its Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 5.133.12(a), whether or not set forth in Section 3.12(a) of the Company Target Disclosure Schedule, is referred to herein as a “Company Target Contract,” and neither the Company Target nor any of its Subsidiaries knows of, or has received notice of, nor do any executive officers of such entities know of, any violation of any Company Contract by any of the other parties theretoTarget Contract. (b) Except as may be set forth in Schedule 3.12(b) of the Target Disclosure Schedule, (i) Each Company each Target Contract is a valid and binding on the Company or its applicable Subsidiary obligation of Target and is in full force and effect, (ii) the Company Target and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Target Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company Target or any of its Subsidiaries under any such Company Target Contract.

Certain Contracts. (a) Neither Except as filed with or incorporated into any Seller Report filed prior to the Company date hereof, neither Seller nor any Company Subsidiary of Seller Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any Seller Benefit Plan): (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) to be performed after which contains a provision that materially restricts the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, conduct or any other agreement line of business by Seller or obligation which purports to limit any of Seller Subsidiaries or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect transactions contemplated by this Agreement will materially restrict the ability of the CompanySurviving Corporation or any of its affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Company Subsidiaries Requisite Seller Vote or the Final Surviving Corporation to conduct their respective businesses orannouncement or consummation of any of the transactions contemplated by this Agreement, to solicit customers or the manner in whichunder which a right of cancellation or termination will arise as a result thereof, or the localities in which, all or value of any portion of the business benefits of which will be calculated on the basis of any of the Company transactions contemplated by this Agreement, where such increase or its Subsidiaries is acceleration of benefits or would be conducted obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, (A) create a payment obligation in excess of $100,000, calculated as of June 30, 2026, or (B) reasonably be expected to have a Material Adverse Effect on Seller; (v) (A) that relates to the incurrence of indebtedness by Seller or any agreement of Seller Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by Seller or any of Seller Subsidiaries of, or any similar commitment by Seller or any of Seller Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $2,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Seller or any of Seller Subsidiaries; (vi) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits properties of Seller or purports Seller Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $250,000 per annum or $50,000 with respect to limit the ability of the Company any individual payment other than any such contracts which are terminable by Seller or any of its Seller Subsidiaries oron sixty (60) days or less notice without any required payment or other conditions, following consummation other than extensions of the Transactioncredit, Parent other customary banking products offered by Seller or its Seller Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose derivatives issued or entered into in the ordinary course of any material assets or business, ; (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesviii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Seller or any of Seller Subsidiaries; (ix) that is a lease of real property to which Seller or any of Seller Subsidiaries is a party; (x) that is a joint venture, partnership or similar contract (however named) involving a sharing of profits, losses, costs or liabilities by it with any other person; (xi) in which Seller or any of Seller Subsidiaries grants or is granted a license or similar under any material Intellectual Property, excluding, in each case, (A) contracts providing rights for generally commercially available off-the-shelf software licensed or provided on non-discriminatory terms and (B) non-exclusive contracts entered into with customers or suppliers in the ordinary course of business; (xii) that is a material consulting agreement, to which Seller or any of Seller Subsidiaries is a party with payments in excess of $100,000 per annum; or (xiii) that relates to the Company acquisition or its Subsidiariesdisposition of any person, business or asset and under which Seller or Seller Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a) (excluding any Seller Benefit Plan), whether or not set forth in the Company Seller Disclosure Schedule, is referred to herein as a “Company Seller Contract,.” Seller has made available to Buyer true, correct and neither the Company nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation of any Company each Seller Contract by any in effect as of the other parties theretodate hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Seller, (i) Each Company each Seller Contract is valid and binding on the Company Seller or its applicable Subsidiary one of Seller Subsidiaries, as applicable, and is in full force and effect, (ii) the Company Seller and each Company Subsidiary of Seller Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each Company Seller Contract, and (iii) to the knowledge of Seller, each third-party counterparty to each Seller Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such Seller Contract, (iv) Seller does not have knowledge of, and has not received notice of, any violation of any Seller Contract by any of the other parties thereto, (v) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of the Company Seller or any of its Subsidiaries Seller Subsidiaries, or to the knowledge of Seller, any other party thereto, of or under any such Company Seller Contract and (vi) no third-party counterparty to any Seller Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Seller Contract.

Certain Contracts. (a) Neither Except as set forth in Schedule 3.16(a) of the Company Pamrapo Disclosure Schedules, neither Pamrapo nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, employees; (ii) which would entitle any present or former director, officer, employee or agent of Pamrapo or any of its Subsidiaries to indemnification from Pamrapo or any of its Subsidiaries; (iii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentBCB, Pamrapo, Pamrapo Bank, the Company, the Final Surviving Corporation, Bank or any of their respective Subsidiaries or successors to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, ; (iv) that contains which involves the annual payment of $25,000 or more; (Av) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $25,000 per annum, in the case of any non-competition or exclusive dealing agreementsuch agreement with an individual, or $50,000 per annum, in the case of any other agreement or obligation such agreement; (vi) which purports to limit or restrict, or following materially restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all business by Pamrapo or any portion of its Subsidiaries; (vii) with or to a labor union or guild (including any collective bargaining agreement); (viii) relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or material assets (other than this Agreement and the Company or its Subsidiaries is or would be conducted or Bank Merger Agreement); (Bix) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company Pamrapo or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business, ; (vx) with respect to any material joint venture, partnership agreement or similar agreement; (xi) with respect to a labor union any agreement relating to any intellectual property other than “shrink wrap” licenses related to software; (xii) relating to the indebtedness by Pamrapo or guild its Subsidiaries for borrowed money or any guaranty of indebtedness for borrowed money in excess of $5,000,000; or (xiii) excluding the plans set forth on Schedule 3.11, where any employee benefits (including any collective bargaining agreement)stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or (vi) containing a “most favored nation” clause the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or other similar term providing preferential pricing the Bank Merger Agreement, or treatment to a party (other than the Company value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or its Subsidiaries) that is material to the Company or its SubsidiariesBank Merger Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13Sections 3.16(a) and 3.16(c) hereof, whether or not is set forth in Schedule 3.16(a) or Schedule 3.16(c) of the Company Pamrapo Disclosure ScheduleSchedules, is referred to herein as a “Company Pamrapo Contract,.” Pamrapo has previously delivered to BCB true and neither the Company nor any correct copies of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretoeach Pamrapo Contract. (b) Except as set forth in Schedule 3.16(b) of the Pamrapo Disclosure Schedules, (i) Each Company each Pamrapo Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company Pamrapo and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Pamrapo Contract, and except where such noncompliance, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on Pamrapo, (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company Pamrapo or any of its Subsidiaries under any such Company Pamrapo Contract, except where such default, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on Pamrapo and (iv) no other party to such Pamrapo Contract is, to Pamrapo’s knowledge, in default in any respect thereunder. (c) Schedule 3.16(c) of the Pamrapo Disclosure Schedules sets forth all agreements of Pamrapo providing for the lease of real property, copies of which have previously been delivered or made available to BCB including term of the lease, any option to extend such lease and any consent or notice required in connection with the Merger and the transactions contemplated hereby.

Certain Contracts. (a) Neither Except as otherwise provided in this Agreement or as disclosed on Section 3.13(a) of the Company Yadkin Disclosure Schedule, neither Yadkin nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or employees, consultants, independent contractors or other service providers other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon execution of this Agreement or consummation or stockholder shareholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentYadkin, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer current, former or employee retired officer, employee, director, consultant, independent contractor or other service provider of the Company Yadkin or any Subsidiary thereof, (iii) that is a “contract material contract” (as such term is defined in Item 601(b)(10) to the business of Regulation S-K of the SEC) Yadkin to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iv) that contains (A) materially restricts the conduct of any non-competition or exclusive dealing agreementline of business, or any other agreement or obligation the area in which purports such business is conducted, by Yadkin or, to limit or restrictthe knowledge of Yadkin, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Mergers will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing a “most favored nation” clause including any stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or other similar term providing preferential pricing restricted stock units, stock purchase plan, employee stock ownership plan or treatment to a party (other than benefits plan in which any of the Company benefits of which will be increased, or its Subsidiaries) that is material to the Company vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or its Subsidiariesthe consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company Yadkin Disclosure Schedule, is referred to as a “Company Yadkin Contract,” and neither the Company Yadkin nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Yadkin Contract by any of the other parties thereto. (b) (i) Each Company Yadkin Contract is valid and binding on the Company Yadkin or its applicable Subsidiary and is in full force and effect, (ii) the Company Yadkin and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Contract, Yadkin Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Yadkin or any of its Subsidiaries under any such Company Yadkin Contract.

Certain Contracts. (a) Neither the Company Except as disclosed in Seller Disclosure Schedule 3.13(a), neither Seller nor any Company Subsidiary of the Seller Subsidiaries is a party to, is bound or affected by, receives, or is obligated to or bound by any contractpay benefits under, arrangement, commitment or understanding (whether written or oral) (i) with respect any agreement, arrangement or commitment, including any agreement, indenture or other instrument relating to the borrowing of money by Seller or any of the Seller Subsidiaries or the guarantee by Seller or any of the Seller Subsidiaries of any obligation, (ii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, retirement, election or retention in office of any directors, officers, employees present or consultants, other than in former director or officer of Seller or any of the ordinary course of business consistent with past practiceSeller Subsidiaries, (iiiii) whichany contract, agreement or understanding with a labor union, (iv) any agreement, arrangement or understanding pursuant to which any payment (whether of severance pay or otherwise) became or may become due to any director, officer or employee of Seller or any of the Seller Subsidiaries upon execution of this Agreement or upon or following consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon in connection with the occurrence of any additional acts or events), (v) result in any payment agreement, arrangement or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, understanding to which Seller or any of their respective the Seller Subsidiaries is a party or by which any of the same is bound which limits the freedom of Seller or any of the Seller Subsidiaries to compete in any officer line of business or employee with any person, or that involve any restriction of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner geographic area in which, or the localities in method by which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company it or any of its Subsidiaries or, following consummation of the Transaction, Parent subsidiaries may carry on its business (other than as may be required by law or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreementregulatory agency), or (vi) containing a “most favored nation” clause any assistance agreement, supervisory agreement, memorandum of understanding, consent order, cease and desist order or condition of any regulatory order or decree with or by the OTS, the FDIC or any other regulatory agency, (vii) any other agreement, arrangement or understanding which would be required to be filed as an exhibit to Seller's annual, quarterly or current reports under the 1934 Act and which has not been so filed, (viii) any joint venture, partnership or similar term agreement, arrangement or understanding providing preferential pricing for the sharing of profits, losses, costs or treatment liabilities by it or any of the Seller Subsidiaries with any other person or (ix) any other agreement, arrangement or understanding to which Seller or any of the Seller Subsidiaries is a party (other than the Company or its Subsidiaries) that and which is material to the Company business, operations, assets or its Subsidiaries. Each contractfinancial condition of Seller and the Seller Subsidiaries taken as a whole (excluding loan agreements or agreements relating to deposit accounts), arrangement, commitment or understanding in each of the type described in this Section 5.13, foregoing cases whether written or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretooral. (b) (i) Each Company Contract Neither Seller nor any of the Seller Subsidiaries is valid and binding in default or in non-compliance, which default or non-compliance would have a material adverse effect on the Company business, operations, assets or financial condition of Seller and the Seller Subsidiaries taken as a whole or the transactions contemplated hereby, under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party or by which its applicable Subsidiary assets, business or operations may be bound or affected, whether entered into in the ordinary course of business or otherwise and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contractwhether written or oral, and (iii) no there has not occurred any event or condition exists that constitutes or, after notice or with the lapse of time or the giving of notice, or both, will constitute, would constitute such a material default on the part of the Company or any of its Subsidiaries under any such Company Contractnon-compliance.

Certain Contracts. (a) Neither Except as set forth in Section 3.13(a) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (ivii) which contains a provision that contains limits (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, limit) in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or affiliates (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the TransactionClosing, Parent the Surviving Corporation or its Subsidiaries, affiliates) to own, operate, sell, transfer, pledge engage or otherwise dispose of compete in any material assets business (including (a) any exclusivity or businessexclusive dealing provisions with such an effect or (b) any geographic restrictions and preferential arrangements), (viii) with or to a labor union or guild (including any collective bargaining agreement), or (viiv) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than extensions of credit (all of which extensions of credit have been made in compliance with Company Bank’s credit policy manual and all applicable laws, statutes, rules or regulations), other banking products offered by the Company and its Subsidiaries or derivatives, which creates future payment obligations to or from the Company or its Subsidiaries in excess of $100,000 annually, and that by its terms does not terminate or is not terminable without penalty upon notice of sixty (60) days or less, (v) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries, taken as a whole, (vi) that is for any joint venture, partnership or similar agreement material to the Company or its Subsidiaries, (vii) that requires the Company or its Subsidiaries to sell or purchase goods or services on an exclusive basis or make referrals of business to any person on a priority or exclusive basis, (viii) that relates to the acquisition or disposition of any business, capital stock or assets of any Person (whether by merger, sale of stock, sale of assets or otherwise) that has any remaining obligations (other than customary obligations relating to the indemnification of directors and officers), or (ix) that relates to any real property leased, subleased, licensed or occupied by the Company or its Subsidiaries as lessee, sublessee, licensee or occupant and provides for annual payments by the Company or its Subsidiaries in excess of $100,000. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a) (excluding any Company Benefit Plan), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would have, either individually or in the aggregate, a Material Adverse Effect on the Company. (b) In each case, except as, either individually or in the aggregate, would not have a Material Adverse Effect on the Company, (i) Each each Company Contract is valid and binding on the Company or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Contract, (iii) each third-party counterparty to each Company Contract has performed all obligations required to be performed by it to date under such Company Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract.

Certain Contracts. (a) Neither Except as set forth in the Company SEC Reports filed or furnished prior to the date hereof, neither the Company nor any Company Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder shareholder approval of the transactions contemplated by this Agreement Merger will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that materially restricts the conduct of any line of business by the Company or, to the knowledge of the Company, upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a savings and loan holding company or bank holding company may lawfully engage, (v) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction Merger would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation or any of their respective Subsidiaries to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the TransactionMerger, Parent the Surviving Corporation or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows has no knowledge of, nor has the Company or has any Company Subsidiary received written notice of, any violation of any Company Contract by any of the other parties thereto. The Company has previously made available to Parent complete and correct copies of all of the Company Contracts, including any and all amendments and modifications thereto. (b) (i) Each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effecteffect (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity), (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract.

Certain Contracts. (a) Neither Set forth in Section 4.14(a) of the Company nor MB Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which MB or any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation or stockholder approval of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving CorporationMB, or any of their respective its Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofMB Reports, (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by MB or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause (including any MB Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or other the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that grants any right of first refusal, right of first offer or similar term providing preferential pricing right with respect to any material assets, rights or treatment to a party (other than the Company properties of MB or its SubsidiariesSubsidiaries or (viii) that is material obligates MB or any of its Subsidiaries to the Company conduct business with a third party on an exclusive or its Subsidiariespreferential basis. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, 4.14 (a) is referred to herein as a “Company "MB Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto." (b) To the knowledge of MB, (i) Each Company each MB Contract is valid and binding on the Company MB or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company MB and each Company Subsidiary of its Subsidiaries has in performed all material respects performed all obligations required to be performed by it to date under each Company MB Contract, (iii) each third-party counterparty to each MB Contract has performed all material obligations required to be performed by it to date under such MB Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company MB or any of its Subsidiaries under any such Company MB Contract.

Certain Contracts. (a) Neither Section 6.23 of the Company nor Transocean Disclosure Letter contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Transocean Reports filed prior to the date of this Agreement) to which Transocean or any Company Subsidiary of Transocean is a party to or by which any of them or their assets is bound by any contract, arrangement, commitment or understanding (whether written or oral) as of the date of this Agreement: (i) with respect any non-competition agreement that purports to limit the employment manner in which, or the localities in which, all or any portion of any directors, officers, employees or consultants, their respective businesses is conducted other than in any such limitation that is not material to Transocean and its Subsidiaries, taken as a whole, and will not be material to Transocean and its Subsidiaries, taken as a whole, following the ordinary course of business consistent with past practiceEffective Time, (ii) any drilling unit construction or conversion contract with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Transocean or any of its Subsidiaries, on the one hand, and any of Transocean’s officers and key employees, on the other hand, (vi) any agreement which, upon execution of this Agreement or the consummation or stockholder approval of the transactions Merger or any other transaction contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefits benefit (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any right to any payment or benefits, from Parent, the Company, the Final Surviving Corporation, Transocean or GlobalSantaFe or any of their respective Subsidiaries to any officer officer, director, consultant or employee of any of the Company or any Subsidiary thereofforegoing, (iiivii) that any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.136.23(a), whether or not set forth included as an exhibit to any Transocean Report or included in Section 6.23 of the Company Transocean Disclosure ScheduleLetter, is referred to herein as a “Company Transocean Material Contract,” and neither for purposes of Section 7.1 and the Company nor bringdown of Section 6.23(b) pursuant to Section 8.2(a), “Transocean Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretothis Agreement. (b) (i) Each Company Transocean Material Contract is valid and binding on is, to the Company or its applicable Subsidiary and is knowledge of Transocean, in full force and effect, (ii) the Company and Transocean and each Company Subsidiary has of its Subsidiaries have in all material respects performed all obligations required to be performed by it them to date under each Company ContractTransocean Material Contract to which it is a party, except where such failure to be binding or in full force and (iii) no event effect or condition exists that constitutes orsuch failure to perform does not and is not reasonably likely to create, after notice individually or lapse of time or both, will constitutein the aggregate, a material default on Transocean Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the part of the Company or aggregate, a Transocean Material Adverse Effect, neither Transocean nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Transocean, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Transocean Material Contract or (y) has received written notice of the desire of the other party or parties to any such Company ContractTransocean Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Transocean Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Transocean Material Contract or permit any other party to a Transocean Material Contract to exercise rights adverse to Transocean. Each Transocean Material Contract is enforceable by Transocean or a Subsidiary of Transocean in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Transocean Material Adverse Effect.

Certain Contracts. (a) Neither Except as set forth in Section 3.16(a) of the Company FFY Disclosure Schedule, neither FFY nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFirst Place, FFY, the Company, the Final Surviving Corporation, the Surviving Institution or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofFFY Reports, (iv) that contains which is a consulting agreement (Aincluding data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $50,000 per annum, in the case of any non-competition such agreement with an individual, or exclusive dealing $100,000 per annum, in the case of any other such agreement, or (v) which materially restricts the conduct of any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company by FFY or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (vvi) with or to a labor union or guild (including any collective bargaining agreement)) or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or (vi) containing a “most favored nation” clause the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or other similar term providing preferential pricing the Bank Merger Agreement, or treatment to a party (other than the Company value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or its Subsidiaries) that is material to the Company or its SubsidiariesBank Merger Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.16(a), whether or not set forth in Section 3.16(a) of the Company FFY Disclosure Schedule, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company "FFY Contract." FFY has previously delivered to First Place true and correct copies of each FFY Contract.

Certain Contracts. (a) Neither Except as set forth in Section 5.21 of the Company Comet Disclosure Letter, neither Comet nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) by: (i) with respect any lease of real or personal property providing for annual rentals of $5 million or more; (ii) any partnership, joint venture or other similar agreement or arrangement relating to the employment formation, creation, operation, management or control of any directorspartnership or joint venture material to Comet and its Subsidiaries, officers, employees or consultants, taken as a whole; (iii) any Contract (other than among direct or indirect wholly owned Subsidiaries of Comet) relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $10 million; (iv) any executory Contract relating to the disposition or acquisition of material assets not in the ordinary course of business consistent with past practice, business; (iiv) which, upon execution any Contract that would be required to be filed as an exhibit to any Comet Report as of the date of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries pursuant to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated under the SEC) to be performed after Securities Act and the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, Exchange Act; (iv) that contains (Avi) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, covenant restricting in any material respect the ability research, development, distribution, sale, supply, license or manufacturing of material products or services, or any agreement or covenant requiring Comet or any of its Subsidiaries to grant an exclusive right to a third party for the Companyresearch, development, distribution, sale, supply, license or manufacturing of any material product or service; (vii) any noncompetition Contract or other Contract that (A) purports to limit in any material respect either the Company type of business in which Comet or its Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers may engage or the manner in which, or the localities which any of them may so engage in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) would reasonably be expected to so limit Moon and its Subsidiaries (other than Comet and its Subsidiaries pursuant to Contracts entered into in the ordinary course of business) after the Effective Time; (viii) any Contract with an affiliate or other Person that would be required to be disclosed under Item 404(a) of Regulation S-K promulgated under the Exchange Act; (ix) any Contract that prohibits the payment of dividends or distributions in respect of capital stock of Comet, prohibits the pledging of the capital stock of Comet or any of its Subsidiaries or prohibits the issuance of guarantees by Comet or any of its Subsidiaries; (x) any agreement that grants any or covenant containing a right of first refusal refusal, right of first negotiation or right of first offer in favor of a party other than Comet or any of its Subsidiaries; (xi) any Contract with (including any related security clearance obtained from) the U.S. Government or any department or other subdivision thereof that depends upon funding under the U.S. Federal Acquisition Regulation (a “U.S. Government Contract”) or any subcontract under a U.S. Government Contract that remains executory in whole or in part (with appropriate identification of any such Contracts that are prime contracts with the U.S. government or any department or subdivision thereof, and any related security clearances, indicated in Section 5.21 of the Comet Disclosure Letter); and (xii) any Contract that contains a put, call or similar right or that limits or purports pursuant to limit the ability of the Company which Comet or any of its Subsidiaries or, following consummation of the Transaction, Parent could be required to purchase or its Subsidiaries, to own, operate, sell, transferas applicable, pledge or otherwise dispose any equity interests of any material Person that have a fair market value or purchase price of more than $5 million or any other assets that have a fair market value or business, purchase price of more than $25 million (v) with or to a labor union or guild the Contracts described in clauses (including any collective bargaining agreementi)–(xii), or (vi) containing a together with all exhibits and schedules to such Contracts, being the “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretoComet Material Contracts”). (b) As of the date hereof, Comet has delivered, or made available, to Moon a true and complete copy of each Comet Material Contract (i) Each Company subject to applicable confidentiality restrictions). Except as does not and would not reasonably be expected to have a Comet Material Adverse Effect, each such Comet Material Contract is a valid and binding on agreement of Comet or one of its Subsidiaries, as the Company or its applicable Subsidiary case may be, and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or neither Comet nor any of its Subsidiaries nor, to the knowledge of Comet, any other party thereto is in default or breach under the terms of any such Company Comet Material Contract.

Certain Contracts. (a) Neither Except as set forth in Section 3.13(a) of the Company Disclosure Schedule or as filed with or incorporated into any Company Report filed prior to the date hereof, as of the date hereof, neither Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants), other than in the ordinary course of business consistent with past practiceany Company Benefit Plan, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iiii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (ivii) that contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement or obligation which purports to limit or restrict, or following provision that materially restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the by Company or any of its Subsidiaries or, following or upon consummation of the Transaction, Merger will restrict the ability of Parent or any of its Subsidiaries to engage in any line of business that is material to Company and its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesstaken as a whole, (viii) with or to a labor union or guild (including any collective bargaining agreement), or (viiv) containing a “most favored nation” clause that grants any right of first refusal, right of first offer or other similar term providing preferential pricing right with respect to any assets, rights or treatment to a party (other than the properties of Company or its Subsidiaries) that is material to the Company or its Subsidiaries, taken as a whole. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received written, or to the knowledge of Company, oral notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be likely to be, either individually or in the aggregate, material to Company and its Subsidiaries, taken as a whole. (b) In each case, except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect with respect to Company: (i) Each each Company Contract is valid and binding on the Company or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company and each of its Subsidiaries has performed all obligations required to be performed by it prior to the date hereof under each Company Subsidiary Contract, (iii) to the knowledge of Company each third-party counterparty to each Company Contract has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract.

Certain Contracts. (a) Neither Except as set forth in the Company exhibit index to the Dex 2011 10-K or as set forth on Section 4.13 of the Dex Disclosure Schedule, neither Dex nor any Company Dex Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect any Contract relating to the employment incurrence or guarantee of Indebtedness by Dex or any directors, officers, employees or consultants, other than Dex Subsidiary in an amount in excess in the ordinary course aggregate of business consistent with past practice$10,000,000 (collectively, “Dex Instruments of Indebtedness”), (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that contains (Aiii) any non-competition or exclusive dealing agreementContract, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, restrict in any material respect (A) the ability of the Company, the Company Dex or its Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business of Dex and the Company or its Subsidiaries Dex Subsidiaries, including, following consummation of the transactions contemplated by this Agreement, SuperMedia and the SuperMedia Subsidiaries, is or would be conducted or conducted, (Biv) any Contract providing for any payments to an officer, director or Affiliate of Dex or, in excess of $1,000,000, to any other Person that are conditioned, in whole or in part, on a change of control of Dex or any Dex Subsidiary, (v) any collective bargaining agreement or other agreement or arrangement with any labor organization, (vi) any joint venture or partnership agreement related to the formation, creation, operation or management or any joint venture or partnership that is material to Dex and the Dex Subsidiaries, taken as a whole, (vii) any Contract that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company Dex or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, Dex Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (vviii) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing material Contract that contains a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party third party, and (other than ix) any Contract not made in the Company or its Subsidiariesordinary course of business which (A) that is material to Dex and the Company Dex Subsidiaries taken as a whole or its Subsidiaries. Each contract, arrangement, commitment or understanding (B) which would reasonably be expected to materially delay the consummation of the type described in this Section 5.13, whether Mergers or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretotransactions contemplated by this Agreement (collectively, the “Dex Material Contracts”). (b) With such exceptions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Dex: (i) Each Company Dex Material Contract is valid and binding on Dex (or, to the Company or its applicable extent a Subsidiary of Dex is a party, such Subsidiary) and, to the Knowledge of Dex, any other party thereto, and is in full force and effecteffect and enforceable against Dex or a Dex Subsidiary, as applicable (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies); and (ii) Neither Dex nor any Dex Subsidiary is, and, to the Company and each Company Subsidiary has Knowledge of Dex, no other party is, in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event breach or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Dex Material Contract. (c) Prior to the date hereof, Dex has made available to SuperMedia true and complete copies of all Dex Material Contracts.

Certain Contracts. (a) Neither Except as set forth in Section 4.15(a) of the Company Disclosure Schedule, neither the Company nor any the Company Subsidiary Bank is a party to or bound by any contract, arrangement, commitment or understanding contract (whether written or oral) (i) with respect to the employment service of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer officer, director, employee, agent or employee consultant of the Company or any Subsidiary thereofthe Company Bank, (iii) that which as of the date of this Agreement is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or part after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) involving the payment of more than $10,000 per annum in the case of any one such agreement or $25,000 in total payments in the case of any one such agreement, (v) which materially restricts the conduct of any line of business by the Company or the Company Bank, (vi) that contains (A) any non-competition noncompetition or exclusive dealing agreement, agreements or any other agreement or obligation which that purports to materially limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, restrict in any material respect the ability of the Company, Company or the Company Subsidiaries Bank to compete in any line of business or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers with any person or the manner entity or in which, any geographic area or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that which grants any right of first refusal or refusal, right of first offer or similar right right; (vii) any contract for, with respect to, or that limits contemplates, a possible merger, consolidation, reorganization, recapitalization or purports other business combination, or asset sale or sale of equity securities with respect to limit the ability Company or the Company Bank; (viii) any contract relating to the borrowing of money by the Company or the Company Bank or the guarantee by the Company or the Company Bank of any such obligation of a third party (other than deposit liabilities and Federal Home Loan Bank borrowings, contracts pertaining to fully-secured repurchase agreements and contracts relating to endorsements for payment, guarantees and letters of credit made in the ordinary course of business consistent with past practice), including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (ix) any contract that involves expenditures or receipts of the Company or the Company Bank in excess of $25,000 per year (other than pursuant to loans originated or purchased by the Company or the Company Bank in the ordinary course of business consistent with past practice); (x) any of its Subsidiaries or, following consummation of contract (other than a Plan) with respect to the Transaction, Parent employment or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose compensation of any material assets officers or business, directors; (vxi) with or to a labor union or guild (including any collective bargaining agreement), or (vi) contract containing a “most favored nationnations” clause or other similar term providing preferential pricing or treatment to a party party; (xii) any contract relating to a joint venture, partnership, limited liability company agreement or other than the Company similar agreement or its Subsidiaries) that is material arrangement, or relating to the Company formation, creation or its Subsidiaries. Each contractoperation, arrangementmanagement or control of any partnership, commitment limited liability company or understanding of the type described joint venture, in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor each case with any of its Subsidiaries knows ofthird parties, or has received notice of, any violation contract which limits payments of any Company Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, dividends and (iiixiii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract.Regulatory Agreement (defined in

Certain Contracts. (a) Neither Except as set forth in Section 2.16 of the Company Disclosure Schedule or Contracts filed as exhibits to the Company SEC Reports, as of the date of this Agreement, neither Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) Contract that: (i) with respect involves or would reasonably be expected to involve aggregate future payments by Company and/or its Subsidiaries in excess of $10,000,000 as of the employment date of any directorsthis Agreement or aggregate future payments to Company and/or its Subsidiaries in excess of $10,000,000 or its foreign currency equivalent as of the date of this Agreement (excluding contracts for equipment, officers, employees or consultants, other than goods and materials and royalty and similar agreements entered into by the Company and/or its Subsidiaries in the ordinary course of business consistent with past practice), (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) provides for or otherwise relates to be performed after joint venture, partnership, strategic alliance or similar arrangements affecting the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofOil and Gas Interests, (iv) that contains (A) imposes any non-competition restriction on the right or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation to compete with any other person or acquire or dispose of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose securities of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), another person or (viB) containing a contains an exclusivity or “most favored nation” clause that restricts the business of Company or any of its Subsidiaries in a material manner, other than those contained in customary oil and gas leases, (v) constitutes or provides for indentures, mortgages, promissory notes, loan agreements, guarantees, letter of credit or other agreements or instruments of Company or any of its Subsidiaries or commitments for the borrowing or the lending by Company or any of its Subsidiaries, (vi) provides for the sale by Company or any of its Subsidiaries of Hydrocarbons that (A) has a remaining term of greater than 90 days or (B) contains a “take-or-pay” clause or any similar term providing preferential pricing material prepayment or treatment forward sale arrangement or obligation (excluding “gas balancing” arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor, (vii) that provides for a call or option on production, or acreage dedication to a party gathering, transportation or other arrangement downstream of the wellhead, (viii) is a joint development agreement, exploration agreement, participation or program agreement or similar agreement that contractually requires Company and its Subsidiaries to make expenditures that would reasonably be expected to be in excess of $10,000,000 in the aggregate during the 12-month period following the date of this Agreement containing any type of provision that becomes applicable due to the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, or (ix) that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations (other than asset retirement obligations, plugging and abandonment obligations and other reserves of the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure ScheduleReserve Reports), is referred that could reasonably be expected to as a “result in payments after the date hereof by Company Contract,” and neither the Company nor or any of its Subsidiaries knows of, or has received notice of, any violation in excess of any Company Contract by any of the other parties thereto$10,000,000. (b) (i) Each Company Contract is valid and binding on the Company or and/or its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the . Each of Company and each Company Subsidiary its Subsidiaries and, to the knowledge of Company, the other Person or Persons thereto has in all material respects performed all of its obligations required to be performed by it to date under each Company Contract, and (iii) no event except for instances of noncompliance where neither the costs to comply nor the failure to comply, individually or condition exists that constitutes orin the aggregate, after notice or lapse of time or both, will constitute, would reasonably be expected to have a material default Material Adverse Effect on the part of the Company or any of its Subsidiaries under any such Company ContractCompany.

Certain Contracts. (a) Neither Except as set forth in Section 3.15(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, plan, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentBuyer, the Company, the Final Bank, the Surviving Corporation, the Surviving Bank, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10601(b) (10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed with or incorporated by reference in the Company SEC Reports filed prior to the date hereofReports, (iv) that contains (A) any non-competition or exclusive dealing which is an agreement, or any other agreement or obligation which purports to limit or restrictnot otherwise described by clauses (i) through (iii) hereof, or following involving the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of payment by the Company or any of its Subsidiaries is or would be conducted or of more than $100,000 per annum, (Bv) which materially restricts the conduct of any agreement that grants any right line of first refusal or right of first offer or similar right or that limits or purports to limit the ability business of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause under which any of the benefits will be increased, or other similar term providing preferential pricing the vesting of the benefits will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or treatment to a party the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (other than those plans, agreements or arrangements set forth in Section 3.11(a) of the Company or its Subsidiaries) that is material to the Company or its SubsidiariesDisclosure Schedule). Each contract, arrangement, plan, commitment or understanding of the type described in this Section 5.133.15(a), whether or not set forth in Section 3.15(a) of the Company Disclosure Schedule, is referred to herein as a “"Company Contract,” "). The Company has made available to Buyer true, complete and neither the Company nor any correct copies of its Subsidiaries knows of, or has received notice of, any violation of any each Company Contract by and any of the other parties theretoamendments or modifications thereof. (b) Except as set forth in Section 3.15(b) of the Company Disclosure Schedule, (i) Each each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects of its Subsidiaries have performed all obligations required to be performed by it to date under each Company Contract, and except where such noncompliance, individually or in the aggregate, would not have or be reasonably expected to have a Material Adverse Effect on the Company, (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract, except where such default, individually or in the aggregate, would not have or be reasonably expected to have a Material Adverse Effect on the Company and (iv) no other party to such Company Contract is, to the best knowledge of the Company, in default in any respect thereunder, except where such default, individually or in the aggregate, would not have or be reasonably expected to have a Material Adverse Effect on the Company.

Certain Contracts. (a) Neither Except as set forth in Section 3.13(a) of Partners Disclosure Schedule, as of the Company date hereof, neither Partners nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, agreement, arrangement, commitment or understanding (whether written or oral) ): (i) with respect to the employment of any directors, officers, or employees that requires the payment of more than $100,000 annually in total cash compensation which is not terminable on 60 or consultants, other than in fewer days’ notice by Partners or a Subsidiary without the ordinary course payment of business consistent with past practice, severance; (ii) whichthat, upon the execution or delivery of this Agreement, shareholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentLINK, Partners, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, ; (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, Securities Act); (iv) that contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by Partners or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, ; (v) with or to a labor union or guild (including any collective bargaining agreement), or ; (vi) containing a “most favored nation” clause any of the benefits of which (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (vii) that relates to a party the incurrence of indebtedness by Partners or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Banks and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $250,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Partners or its Subsidiaries; (ix) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $75,000 per annum (other than any such contracts which are terminable by Partners or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (x) that includes an indemnification obligation of Partners or any of its Subsidiaries with a maximum potential liability in excess of $75,000; or (xi) that involves aggregate payments or receipts by or to Partners or any of its Subsidiaries in excess of $50,000 in any twelve-month period, other than those terminable on sixty (60) days or less notice without payment by Partners or any Subsidiary of Partners of any material to the Company or its Subsidiariespenalty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, 3.13(a) whether or not set forth in the Company Partners Disclosure Schedule, is referred to herein as a “Company Partners Contract,” ”, and neither the Company Partners nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Partners Contract by any of the other parties thereto. (b) Partners has made available to LINK a true, correct and complete copy of each written Partners Contract and each written amendment to any Partners Contract. Section 3.13(b) of Partners Disclosure Schedule sets forth a true, correct and complete description of any oral Partners Contract and any oral amendment to any Partners Contract. (ic) Each Company Partners Contract is valid and binding on the Company Partners or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Partners. Each Partners Contract is enforceable against Partners or the applicable Subsidiary and, to the knowledge of Partners, the counterparty thereto (ii) except as may be limited by the Company Enforceability Exceptions). Partners and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Partners Contract. To the knowledge of Partners, each third-party counterparty to each Partners Contract has in all material respects performed all obligations required to be performed by it under such Partners Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Partners or any of its Subsidiaries under any such Company Partners Contract. Neither Partners nor any Subsidiary of Partners has received or delivered any notice of cancellation or termination of any Partners Contract.

Certain Contracts. (ai) Neither the Company nor any Company Subsidiary of its subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect any agreement relating to the employment incurring of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practiceindebtedness, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that contains (Aiii) any non-competition or exclusive dealing agreement, agreement or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any substantial portion of the business of the Company or and its Subsidiaries subsidiaries, taken as a whole, is or would be conducted or conducted, (Biv) any agreement that grants providing for the indemnification by the Company or a subsidiary of the Company of any right person, except an agreement entered into in the ordinary course of first refusal or right of first offer business, (v) any joint venture, partnership or similar right document or agreement, (vi) any agreement that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets having an aggregate value in excess of $1,000,000 (other than in connection with securitization or businessfinancing transactions), (vvii) with any contract or to agreement providing for future payments that are conditioned, in whole or in part, on a labor union change of control of the Company or guild any of its subsidiaries, (including viii) any collective bargaining agreement, (ix) employment agreement or any agreement or arrangement that contains any severance pay or post-employment liabilities or obligations to a Key Employee (as defined herein), or other than as required under law, (vix) containing any resort affiliation agreement, (xi) any agreement that contains a “"most favored nation” clause or other similar term providing preferential pricing or treatment to " clause, (xii) any management agreement between the Company and each Association (as defined in Section 3.1(i) herein), (xiii) any marketing alliance agreement involving a party (other than strategic corporate relationship that requires payment of at least $1,000,000 thereunder by the Company or any of its Subsidiariessubsidiaries or which is not cancellable by either party thereto on 30 days' notice or (xiv) that any contract or other agreement not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole or its Subsidiaries. Each contractwhich would prohibit or delay the consummation of the Merger or any of the transactions contemplated by this Agreement and the Stock Option Agreement (the agreements, arrangement, commitment or understanding contracts and obligations of the type described in this Section 5.13, whether or not set forth in clauses (i) through (xiii) being referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Company Disclosure Schedule(or, to the extent a subsidiary of the Company is referred to as a “Company Contract,” party, such subsidiary) and neither is in full force and effect. Neither the Company nor any of its Subsidiaries subsidiaries is in a material breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, or has received notice of, any material violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any of the other parties party thereto. (bii) There is no agreement (i) Each Company Contract is valid and binding on noncompete or otherwise), commitment, judgment, injunction, order or decree to which the Company or any of its applicable Subsidiary and subsidiaries or affiliates is in full force and effect, (ii) a party or which is otherwise binding upon the Company and each Company Subsidiary or any of its subsidiaries or affiliates which has in all material respects performed all obligations required or reasonably would be expected to be performed by it to date under each Company Contract, and (iii) no event have the effect of prohibiting or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part impairing any business practice of the Company or any of its Subsidiaries under subsidiaries or affiliates, any such acquisition of property (tangible or intangible) by the Company Contractor any of its subsidiaries.

Certain Contracts. (a) Neither The Disclosure Schedule attached hereto as Schedule 3.13 (the “Disclosure Schedule”) lists, as of the date hereof, each of the following contracts, agreements or arrangements to which the Company nor any Company Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) which it is bound: (i) with respect any contract for the purchase or sale of services, materials, products or supplies which involve aggregate payments by the Company of more than $10,000 for each such agreement or involve aggregate payments to the employment Company of any directorsmore than $10,000 for each such agreement or other statutory or regulatory requirements), officers(ii) promissory notes, employees loans, agreements, indentures, evidences of indebtedness or consultantsother instruments providing for the lending of money, other than whether as borrower, lender or guarantor (excluding trade payables or receivables arising in the ordinary course of business consistent with past practicebusiness), (iiiii) whichany contract or other agreement restricting the payment of dividends or the repurchase of stock or other equity, upon execution (iv) employment agreements, (v) change in control or similar arrangements with any officers, employees or agents of this Agreement the Company that will result in any obligation (absolute or contingent) to make any payment to any officers, employees or agents of the Company following either the consummation or stockholder approval of the transactions contemplated hereby, termination of employment, or both, (vi) labor contracts, (vii) joint venture, partnership agreements or other similar agreements, (viii) any contract for the pending acquisition, directly or indirectly (by this Agreement will (either alone merger or upon the occurrence otherwise), of any additional acts entity or eventsbusiness, (ix) result in any payment contract, agreement or benefits policy for reinsurance, (whether of severance pay x) any contract or agreement that is material to the business, assets or condition (financial or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company taken as a whole, or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (Axi) any non-competition or exclusive dealing agreement, agreement or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or arrangement that limits or purports to limit the ability of otherwise restricts the Company or any of its Subsidiaries orsuccessor thereto or that would, following consummation of after the TransactionClosing Date, Parent limit or its Subsidiaries, to own, operate, sell, transfer, pledge restrict the Purchaser or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows ofaffiliates or any successor thereto, from engaging or has received notice ofcompeting in any line of business or in any geographic area (collectively, any violation of any Company Contract by any of the other parties thereto“Material Contracts”). (b) (i) Each The Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effectnot, (ii) the Company and each Company Subsidiary nor has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after received any notice or has any Knowledge that any other party is, in default (or would be in default but for the lapse of time or the giving of notice or both, will constitute, a material default on the part of the Company or ) in any of its Subsidiaries respect under any such Company Material Contract, except for those defaults which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

Certain Contracts. (a) Neither Except as set forth in Section 3.13(a) of the Company Disclosure Schedule, as of the date hereof, neither Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), other than any Company Benefit Plans, (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (ivii) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement or obligation which purports to limit or restrict, or following provision that materially restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the by Company or any of its Subsidiaries or, following affiliates or upon consummation of the Transaction, Parent Merger will materially restrict the ability of the Surviving Corporation or any of its Subsidiaries, affiliates to own, operate, sell, transfer, pledge or otherwise dispose engage in any line of any material assets or business, (viii) with or to a labor union or guild (including any collective bargaining agreement), (iv) that relates to the incurrence of indebtedness by Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice, or intercompany indebtedness) in the principal amount of $1,000,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (v) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties (x) that are material to Company and its Subsidiaries, taken as a whole, or (y) that would be applicable to Parent or any of its Subsidiaries (other than Company or any of its Subsidiaries) after the Closing; or (vi) containing that is a “most favored nation” clause vendor agreement or other similar joint marketing agreement, including any consulting agreement, data processing, software programming or licensing contract, involving (x) the payment of more than $1,000,000 over the remaining term providing preferential pricing or treatment to a party of the agreement (other than the any such contracts which are terminable by Company or any of its SubsidiariesSubsidiaries on sixty (60) that is material to days’ or less notice without any required payment or other conditions, other than the Company condition of notice) or its Subsidiaries(y) the payment of more than $1,000,000 payable as a result of the termination of the agreement or the consummation of the Merger. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, and to the Company’s knowledge there does not exist, any violation of any a Company Contract by any of the other parties theretothereto which would reasonably be expected to be, either individually or in the aggregate, material to Company and its Subsidiaries, taken as a whole. Section 3.13(a) of the Company Disclosure Schedule sets forth (a) a true, correct and complete list of all acquisitions and sales of businesses made by Company or any of its Subsidiaries within the five (5) year period prior to the date of this Agreement and (ii) a true, correct and complete list of any continuing earn-out obligations arising out of the acquisitions referred to in clause (i). (b) In each case, except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Company: (i) Each each Company Contract is valid and binding on the Company or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company and each of its Subsidiaries has performed all obligations required to be performed by it prior to the date hereof under each Company Subsidiary Contract, (iii) to Company’s knowledge, each third-party counterparty to each Company Contract has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, Contract and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract.

Certain Contracts. (a) Neither Except as set forth in Section 4.14(a) of the Company Parent Disclosure Schedule or as filed prior to the date hereof with any Parent Reports, as of the date of this Agreement, neither Parent nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any Parent Benefit Plan): (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) to be performed after which contains a provision that materially restricts the date conduct of this Agreement that has not been filed or incorporated any line of business by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, Parent or any other agreement of its Subsidiaries or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the CompanySurviving Entity or Parent or any of its affiliates to (x) engage in any line of business or operate in any geographic region or (y) solicit any customer, client or employee of any person in any jurisdiction (other than, in the Company case of this clause (y), contracts with vendors entered into by Parent and the Parent Subsidiaries in the ordinary course of business); (iii) which is a collective bargaining agreement or similar agreement with any labor union or guild; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Parent Vote or the Final Surviving Corporation to conduct their respective businesses orannouncement or consummation of any of the transactions contemplated by this Agreement, to solicit customers or the manner in whichunder which a right of cancellation or termination will arise as a result thereof, or the localities value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in which, all calculation of value of benefits would reasonably be expected to have a Material Adverse Effect on the Parent Parties; (v) (A) that relates to the incurrence of indebtedness by Parent or any portion of its Subsidiaries, including any sale and leaseback transactions, capitalized leases (except facility leases) and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, borrowings from the business Federal Reserve Bank discount window, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of the Company or its Subsidiaries is or would be conducted business) or (B) that provides for the guarantee, support, assumption or endorsement by Parent or any agreement of its Subsidiaries of, or any similar commitment by Parent or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $2,000,000 or more. (vi) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits properties of Parent or purports to limit the ability its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of the Company $1,000,000 per annum (other than (x) any such contracts which are terminable by Parent or any of its Subsidiaries oron ninety (90) days or less notice without penalty, following consummation other than the payment of any outstanding obligation at the Transactiontime of termination, (y) extensions of credit or other customary banking products offered by Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), Subsidiaries in the ordinary course or (viz) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party any contracts within the scope of Section 4.14(a)(v)); (other than the Company or its Subsidiariesviii) that is a joint venture or other material partnership agreement or arrangement; (ix) that is a settlement, consent or similar agreement and contains any material continuing obligations of Parent or any of its Subsidiaries; or (x) that relates to the Company acquisition or disposition of any person, business or asset and under which Parent or its SubsidiariesSubsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company Parent Disclosure Schedule, is referred to in this Agreement as a “Company Parent Contract,.” Parent has made available to Parent true, correct and neither the Company nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation of any Company each Parent Contract by any in effect as of the other parties theretodate of this Agreement. (b) (i) Each Company Parent Contract is valid and binding on the Company Parent or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, except as would not reasonably be expected to have a Material Adverse Effect on the Parent Parties, (ii) the Company Parent and each Company Subsidiary has in all material respects of its Subsidiaries have complied with and performed all obligations required to be complied with or performed by any of them under each Parent Contract, except where such noncompliance or nonperformance would not reasonably be expected to have a Material Adverse Effect on the Parent Parties, (iii) to the knowledge of Parent, each third-party counterparty to each Parent Contract has complied with and performed all obligations required to be complied with and performed by it to date under each Company such Parent Contract, except where such noncompliance or nonperformance would not reasonably be expected to have a Material Adverse Effect on the Parent Parties, (iv) neither Parent nor any of its Subsidiaries has knowledge of any violation of any Parent Contract by any of the other parties thereto which would reasonably be expected to have a Material Adverse Effect on the Parent Parties and (iiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of the Company Parent or any of its Subsidiaries Subsidiaries, or to the knowledge of Parent, any other party thereto, of or under any such Company Parent Contract, except where such breach or default would not reasonably be expected to have a Material Adverse Effect on the Parent Parties.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, agreement, arrangement, commitment or understanding (whether written or oral) ): (i) with respect to the employment of any directors, officers, or employees that requires the payment of more than $100,000 annually in total cash compensation which is not terminable on 60 or consultants, other than in fewer days’ notice by the ordinary course Company or a Subsidiary without the payment of business consistent with past practice, severance; (ii) whichthat, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, ; (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, Securities Act); (iv) that contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement or obligation which purports to limit or restrict, or following provision that materially restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of by the Company or any of its Subsidiaries or, following affiliates or upon consummation of the Transaction, Parent Integrated Mergers will materially restrict the ability of the Surviving Corporation or any of its Subsidiaries, affiliates to own, operate, sell, transfer, pledge or otherwise dispose engage in any line of any material assets or business, ; (v) with or to a labor union or guild (including any collective bargaining agreement), or ; (vi) containing a “most favored nation” clause any of the benefits of which (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (vii) that relates to a party the incurrence of indebtedness by the Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Banks and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $250,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries; (ix) that is material a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $75,000 per annum (other than any such contracts which are terminable by the Company or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (x) that includes an indemnification obligation of the Company or any of its Subsidiaries with a maximum potential liability in excess of $75,000; or (xi) that involves aggregate payments or receipts by or to the Company or any of its SubsidiariesSubsidiaries in excess of $50,000 in any twelve-month period, other than those terminable on sixty (60) days or less notice without payment by the Company or any Subsidiary of the Company of any material penalty. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” ”, and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Contract by any of the other parties thereto. (b) The Company has made available to Parent a true, correct and complete copy of each written Company Contract and each written amendment to any Company Contract. Section 3.14(b) of the Company Disclosure Schedule sets forth a true, correct and complete description of any oral Company Contract and any oral amendment to any Company Contract. (ic) Each Company Contract is valid and binding on the Company or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Each Company Contract is enforceable against the Company or the applicable Subsidiary and, to the knowledge of the Company, the counterparty thereto (ii) except as may be limited by the Enforceability Exceptions). The Company and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Contract. To the knowledge of the Company, each third-party counterparty to each Company Contract has in all material respects performed all obligations required to be performed by it under such Company Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract. Neither the Company nor any Subsidiary of the Company has received or delivered any notice of cancellation or termination of any Company Contract.

Certain Contracts. (a) Neither Except as set forth on Schedule 3.16(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) Contract as of the date of this Agreement that: (i) with respect is a loan or credit agreement, indenture, note, debenture, mortgage, pledge, security agreement, capital lease or guarantee; (ii) involves or would reasonably be expected to involve aggregate annual payments by the Company and/or its Subsidiaries in excess of $500,000 or its foreign currency equivalent as of the date of this Agreement or payments to the employment Company and/or its Subsidiaries in excess of any directors, officers, employees $500,000 or consultants, its foreign currency equivalent as of the date of this Agreement (excluding purchase orders and other than supplier or customer contracts received and accepted by the Company and/or its Subsidiaries in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, business); (iii) that is with a “material contract” Major Supplier or a Major Customer; (as such term iv) is defined in required to be filed with the SEC under Item 601(b)(10) 601 of Regulation S-K of the SEC) to be performed after the date of this Agreement that Exchange Act and has not been filed or incorporated so filed; (v) by reference in its terms restricts the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) conduct of any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of by the Company or any of its Subsidiaries or, following consummation after the Effective Time, would by its terms materially restrict the conduct of the Transaction, any line of business by Parent or any of its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or ; (vi) containing a “most favored nation” clause provides for or other similar term providing preferential pricing or treatment otherwise relate to a party joint venture, partnership, strategic alliance or similar arrangement; or (other than the vii) is an option, forward purchase, hedge or similar Contract. The Company or its Subsidiarieshas made available to Parent a true and complete copy each Contract listed on Schedule 3.16(a) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule. (b) Except as set forth on Schedule 3.16(b) to the Company Disclosure Schedule and with such exceptions as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company: (i) each Contract to which the Company or any of its Subsidiaries is referred a party is in full force and effect and is valid and binding on and enforceable against the Company and/or its Subsidiaries, as applicable, in accordance with its terms and, to as a “Company Contract,” the knowledge of the Company, on and against the other parties thereto; (ii) neither the Company nor any of its Subsidiaries knows ofnor, to the knowledge of the Company, any other party to any such Contract, is in breach thereof, or default thereunder, and no event has received occurred that, with the giving of notice ofor the lapse of time or both, any violation would constitute a breach thereof, or default thereunder; and (iii) each of any Company Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary its Subsidiaries and, to the knowledge of the Company, the other Person or Persons thereto has in all material respects performed all of its obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Contract to which the Company or any of its Subsidiaries under any such Company Contractis a party.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company Jefferson Disclosure Schedule, as of the date hereof, neither Jefferson nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultants, other than in the ordinary course of business consistent with past practiceemployees, (ii) which, upon the execution or delivery of this Agreement, Jefferson shareholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentHomeTrust, Jefferson, the Surviving Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer director, officer, employee or employee of the Company or any Subsidiary independent contractor thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that restricts the conduct of any line of business by Jefferson or obligation which purports to limit any of its Subsidiaries or restrictaffiliates, or following the upon consummation of the Transaction would purport to limit Merger or restrict, in any material respect the Bank Merger will restrict the ability of the Company, the Surviving Company or any of its Subsidiaries or affiliates to engage in any line of business, (v) in respect of any collective bargaining or similar agreement, with or to a labor union or guild, (vi) (including any Jefferson Benefit Plan) any of the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in whichbenefits of which will be increased, or the localities in whichvesting of the benefits of which will be accelerated, all by the occurrence of the execution and delivery of this Agreement, Jefferson shareholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to the incurrence of indebtedness by Jefferson or any portion of the business of the Company or its Subsidiaries is or would be conducted or (Bother than deposit liabilities, trade payables, federal funds purchased, advances and loans from the FHLB and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) including any agreement sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any assets, rights or properties of Jefferson or its Subsidiaries, (ix) that limits or purports to limit involves the ability of the Company payment by Jefferson or any of its Subsidiaries orof more than $40,000 per annum or $100,000 in the aggregate (other than any such contracts which are terminable by Jefferson or any of its Subsidiaries on sixty days or less notice without any required payment or other conditions, following consummation other than the condition of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessnotice), (vx) that pertains to the leasing of real property, (xi) that obligates Jefferson or any of its Subsidiaries to conduct business with a third party on an exclusive or to a labor union preferential basis, (xii) that imposes potential recourse obligations on Jefferson or guild any of its Subsidiaries in connection with sale of loans or loan participations, (including any collective bargaining agreement)xiii) for the subservicing of loans, or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiariesxiv) that is material provides for contractual indemnification to the Company any director, officer, employee or its Subsidiariesindependent contractor. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Jefferson Disclosure Schedule, is referred to herein as a “Company Jefferson Contract,” and neither the Company Jefferson nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Contract the above by any of the other parties thereto. (b) To the knowledge of Jefferson, (i) Each Company each Jefferson Contract is valid and binding on the Company Jefferson or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company Jefferson and each Company Subsidiary of its Subsidiaries has in performed all material respects performed all obligations required to be performed by it to date under each Company Jefferson Contract, (iii) each third-party counterparty to each Jefferson Contract has performed all material obligations required to be performed by it under such Jefferson Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Jefferson or any of its Subsidiaries under any such Company Jefferson Contract.

Certain Contracts. (a) Neither Set forth in Section 3.14(a) of the Company nor TCG Disclosure Schedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (whether written or oral) in effect as of the date hereof to which TCG or any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation or stockholder approval of any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentMB, TCG, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by TCG or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause (including any TCG Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or other similar term providing preferential pricing the vesting of the benefits will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or treatment to a party the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (other than the Company or its Subsidiariesvii) that is material relates to the Company incurrence of indebtedness by TCG or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of(other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank, securities sold under agreements to repurchase, and subordinated debentures issued in connection with the Trust Preferred Securities, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $1.0 million or has received notice ofmore including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any violation right of first refusal, right of first offer or similar right with respect to any Company Contract by any material assets, rights or properties of the other parties theretoTCG or its Subsidiaries, (ix) that involves the (a) is referred to herein as a "TCG Contract." (b) Except as set forth in Section 3.14(b) of the TCG Disclosure Schedule, to the knowledge of TCG, (i) Each Company each TCG Contract is valid and binding on the Company TCG or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company TCG and each Company Subsidiary of its Subsidiaries has in performed all material respects performed all obligations required to be performed by it to date under each Company TCG Contract, and (iii) each third-party counterparty to each TCG Contract has performed all material obligations required to be performed by it to date under such TCG Contract, (iv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company TCG or any of its Subsidiaries under any such Company TCG Contract., and (v) no TCG Default will occur under any TCG Contract by virtue of the consummation of any of the transactions contemplated by this Agreement. 3.15

Certain Contracts. (a) Neither the Company Except as disclosed in Seller Disclosure Schedule 3.13(a), neither Seller nor any Company Subsidiary of the Subsidiaries is a party to, is bound or affected by, receives or is obligated to pay compensation or bound by any contract, arrangement, commitment or understanding (whether written or oral) benefits under (i) with respect any agreement, arrangement or commitment, including any agreement, indenture or other instrument relating to the employment borrowing of money by Seller or any of the Subsidiaries or the guarantee by Seller or any of the Subsidiaries of any directors, officers, employees or consultants, other than obligation except for deposit liabilities and federal funds purchased in the ordinary course of business consistent with past practice, business; (ii) whichany agreement, arrangement or commitment relating to the employment of a consultant or the employment, retirement, election or retention in office of any present or former director, officer or employee of Seller or any of the Seller Subsidiaries (other than those which are terminable at will without any further amounts being payable thereunder as a result of termination by Seller or Seller Subsidiary); (iii) any contract, agreement or understanding with a labor union; (iv) any agreement, arrangement or understanding pursuant to which any payment (whether of severance pay or otherwise) became or may become due to any director, officer or employee of Seller or any of the Seller Subsidiaries upon execution of this Agreement or upon or following consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon in connection with the occurrence of any additional acts or events); (v) result in any payment agreement, arrangement or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, understanding to which Seller or any of their respective the Subsidiaries is a party or by which any of the same is bound which limits the freedom of Seller or any of the Subsidiaries to compete in any officer line of business or employee with any person, or that involve any restriction of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner geographic area in which, or the localities in method by which, all they may carry on their business (other than as may be required by law or any portion of the business of the Company or its Subsidiaries is or would be conducted or regulatory agency); (Bvi) any agreement that grants assistance agreement, supervisory agreement, memorandum of understanding, consent order, cease and desist order or condition of any right of first refusal regulatory order or right of first offer decree with or by the FDIC, the FRB or any other regulatory agency; (vii) any joint venture, partnership or similar right agreement, arrangement or that limits understanding providing for the sharing of profits, losses, costs or purports to limit the ability of the Company liabilities by Seller or any of its the Subsidiaries orwith any other person; or (viii) any other agreement, following consummation arrangement or understanding to which Seller or any of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to Subsidiaries is a party (other than the Company or its Subsidiaries) that and which is material to the Company business, results of operations, assets or its Subsidiaries. Each contract, arrangement, commitment financial condition of Seller and the Subsidiaries taken as a whole (excluding loan agreements or understanding agreements relating to deposit accounts); in each of the type described foregoing cases whether written or oral; (each such agreement listed, or required to be listed, in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, 3.13(a) is referred to herein as a “Company Contract,” and neither the Company Seller Agreement”). Neither Seller nor any of its the Subsidiaries knows of, or has received notice of, any violation obligation to make any additional capital contributions with respect to any matter described in clause (vii) of any Company Contract by any of the other parties theretoSeller Disclosure Schedule 3.13(a). (b) (i) Neither Seller nor any of the Subsidiaries is in default or in non-compliance under any Seller Agreement and there has not occurred any event that with the lapse of time or the giving of notice, or both, would constitute such a default or non-compliance. Each Company Contract Seller Agreement is valid legal, valid, binding and binding on the Company enforceable against Seller or its applicable Subsidiary and, to the Knowledge of Seller, the other parties thereto in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the court before which any proceeding may be brought. With respect to each Seller Agreement, such Seller Agreement is in full force and effect, (ii) the Company effect in accordance with its terms; all rents and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, other monetary amounts that may have become due and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contractpayable thereunder have been paid.

Certain Contracts. (a) Neither Except as disclosed on Section 3.13 of the Company GBC Disclosure Schedule, neither GBC nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFirst Charter, GBC, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company GBC or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company GBC SEC Reports filed prior to the date hereof, (iv) that contains (A) materially restricts the conduct of any non-competition or exclusive dealing agreementline of business by GBC or, or any other agreement or obligation which purports to limit or restrictthe knowledge of GBC, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause including any stock option plan or other similar term providing preferential pricing benefits plan in which any of the benefits of which will be increased, or treatment the vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. No such agreement will give any party to a party (other than that agreement the Company right to terminate or its Subsidiaries) renegotiate the terms of, that is material to the Company or its Subsidiariesagreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company GBC Disclosure Schedule, is referred to as a an “Company GBC Contract,” and neither the Company GBC nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company GBC Contract by any of the other parties thereto. (b) (i) Each Company GBC Contract is valid and binding on the Company GBC or its applicable Subsidiary and is in full force and effect, (ii) the Company GBC and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company GBC Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company GBC or any of its Subsidiaries under any such Company GBC Contract. (c) Neither GBC nor any of its Subsidiaries is a party to any agreement prohibiting or restricting such entity from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other person.

Certain Contracts. (a) Neither the Company Except as Previously Disclosed, neither ▇▇▇▇▇▇ Chartered nor any Company ▇▇▇▇▇▇ Chartered Subsidiary is a party to to, or is bound by any contractby, arrangement, commitment or understanding (whether written or oral) (i) with respect any material agreement, arrangement or commitment involving annual payments in excess of $100,000, whether or not made in the ordinary course of business, (ii) any agreement, indenture or other instrument relating to the borrowing of money by ▇▇▇▇▇▇ Chartered or any ▇▇▇▇▇▇ Chartered Subsidiary or the guarantee by ▇▇▇▇▇▇ Chartered or any ▇▇▇▇▇▇ Chartered Subsidiary of any such obligation, (iii) any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election, retention in office or severance of any directorspresent or former director or officer, officers(iv) any agreement to make loans or for the provision, employees purchase or consultantssale of goods, services or property between ▇▇▇▇▇▇ Chartered or any ▇▇▇▇▇▇ Chartered Subsidiary and any director or executive officer of ▇▇▇▇▇▇ Chartered or any ▇▇▇▇▇▇ Chartered Subsidiary, or any member of the immediate family or affiliate of any of the foregoing, or (v) any agreement between ▇▇▇▇▇▇ Chartered or any ▇▇▇▇▇▇ Chartered Subsidiary and any five percent or more shareholder of ▇▇▇▇▇▇ Chartered, in each case other than transactions entered into in the ordinary course of the banking business of ▇▇▇▇▇▇ Valley consistent with past practice. (b) Neither ▇▇▇▇▇▇ Chartered nor any ▇▇▇▇▇▇ Chartered Subsidiary, nor to the knowledge of ▇▇▇▇▇▇ Chartered or such ▇▇▇▇▇▇ Chartered Subsidiary, the other party thereto, is in default under any material agreement, commitment, arrangement, lease, insurance policy or other instrument whether entered into in the ordinary course of business or otherwise and whether written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default, other than defaults of loan agreements by borrowers from ▇▇▇▇▇▇ Valley in the ordinary course of its banking business. (c) Since September 30, 1997, neither ▇▇▇▇▇▇ Chartered nor any ▇▇▇▇▇▇ Chartered Subsidiary has incurred or paid any obligation or liability that would be material to ▇▇▇▇▇▇ Chartered, except obligations incurred or paid in connection with transactions in the ordinary course of business of ▇▇▇▇▇▇ Valley consistent with its past practicepractice and except as Previously Disclosed. Except as Previously Disclosed, (ii) whichfrom September 30, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior 1997 to the date hereof, (iv) that contains (A) neither ▇▇▇▇▇▇ Chartered nor any non-competition or exclusive dealing agreement▇▇▇▇▇▇ Chartered Subsidiary has taken any action that, or if taken after the date hereof, would breach any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport covenants contained in Section 4.8(b) hereof. (d) Except as Previously Disclosed, neither ▇▇▇▇▇▇ Chartered nor any ▇▇▇▇▇▇ Chartered Subsidiary has, during the period since December 31, 1995, controlled expenses through elimination of employee benefits, deferral of routine maintenance of real property or leased premises, elimination of reserves where the liability related to limit such reserve has remained, reduction of capital improvements from previous levels, failure to depreciate capital assets in accordance with past practice or restrict, eliminate capital assets which are no longer used in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right either of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company ▇▇▇▇▇▇ Chartered or any of its Subsidiaries or▇▇▇▇▇▇ Chartered Subsidiary, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (capitalized loan production expenses other than the Company in accordance with FAS 91 or its Subsidiaries) that is material to the Company extraordinary reduction or its Subsidiaries. Each contract, arrangement, commitment deferral of ordinary or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretonecessary expenses. (b) (i) Each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract.

Certain Contracts. (a) Neither Except as set forth in Section 3.14(a) of the Company United Disclosure Schedule, as of the date hereof, neither United nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentRockville, United, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement provision that materially restricts the conduct of any line of business by United or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, stockholder approval of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vii) that relates to a party the incurrence of indebtedness by United or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $5 million or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of United or its SubsidiariesSubsidiaries or (ix) that is material to a consulting agreement or data processing, software programming or licensing contract involving the Company payment of more than $200,000 per annum (other than any such contracts which are terminable by United or any of its SubsidiariesSubsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company United Disclosure Schedule, is referred to herein as a “Company United Contract,” and neither the Company United nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on United. (b) (i) Each Company United Contract is valid and binding on the Company United or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on United, (ii) the Company United and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company ContractUnited Contract in all material respects, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on United, (iii) to United’s knowledge each third-party counterparty to each United Contract has performed all obligations required to be performed by it to date under such United Contract in all material respects, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on United, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company United or any of its Subsidiaries under any such Company United Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on United.

Certain Contracts. (a) Neither Schedule 5.19 is a complete and correct list of all contracts, commitments, indentures, mortgages, obligations, agreements and understandings which are not set forth in any other Schedule delivered hereunder and to which the Company nor any Company Subsidiary is a party to or bound by any contractotherwise bound, arrangement, commitment or understanding except for each of those which (whether written or oralA) (i) with respect to the employment of any directors, officers, employees or consultants, other than was made in the ordinary course of business consistent with past practicebusiness, and (iiB) whicheither (1) is terminable by the Company (and will be terminable by Buyer) without liability, upon execution expense or other obligation on 30 days' notice or less, or (2) may be anticipated to involve aggregate payments to or by the Company of this Agreement $25,000 (or consummation the equivalent) or stockholder approval of less calculated over the transactions contemplated by this Agreement will full term thereof, and (either alone or upon C) is not otherwise material to the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, Business or any of their respective Subsidiaries to the Company's Assets. Complete and correct copies of all contracts, commitments, indentures, mortgages, obligations, agreements and undertakings set forth on any officer or employee of the Company or any Subsidiary thereofSchedules delivered pursuant to this Agreement have been furnished by the Selling Stockholders to Buyer, (iii) that is a “material contract” (and except as such term is defined in Item 601(b)(10) of Regulation S-K expressly stated on the Schedule on which they are set forth, to the knowledge of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofSelling Shareholders, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation each of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding on the Company or its applicable Subsidiary and them is in full force and effect, no person or entity which is a party thereto or otherwise bound thereby is in default thereunder, and, to the best of the knowledge of the Selling Shareholders, no event, occurrence, condition or act exists which does (ii) or which with the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after giving of notice or the lapse of time or bothboth would) give rise to a default or right of cancellation, will constituteacceleration or loss of contractual benefits thereunder; (B) there has been no threatened cancellations thereof, a material default on and there are no outstanding disputes thereunder; and (C) none of them is materially burdensome to the part Company. None of the Company material provisions of such contracts, instruments or agreements violates any existing applicable law, rule, regulation, judgment, order or decree of its Subsidiaries under any such Company Contractgovernmental agency or court having jurisdiction over the Company, the Business or the Company's Assets.

Certain Contracts. (a) Neither Except as set forth in Section 3.13(a) of the Company Disclosure Schedule and excluding any Company Benefit Plan, as of the date hereof, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ): (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, ), (ivii) that contains (A) any a non-competition compete or exclusive dealing agreementclient or customer non-solicit requirement, in any case, that restricts in any material respect the conduct of any line of business by the Company or any other agreement of its Subsidiaries or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, Merger and other transactions contemplated by this Agreement will so restrict in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all Parent or any portion of the business of the Company or its Subsidiaries is or would be conducted or to engage in such activities, (Biii) any agreement that grants any right provides for the incurrence of first refusal or right of first offer or similar right or that limits or purports to limit the ability indebtedness for borrowed money of the Company or any of its Subsidiaries oror the guaranty of indebtedness for borrowed money of third parties, following consummation in each case, in an aggregate principal amount in excess of $10,000,000 (other than securities sold under agreement to repurchase, in each case, incurred in the ordinary course of business consistent with past practices), (iv) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the TransactionCompany or its Subsidiaries, (v) that is material and obligates the Company or any of its Subsidiaries, or following the Closing will obligate Parent or any of its Subsidiaries, to own, operate, sell, transfer, pledge conduct business with any third party on a preferential or otherwise dispose of any material assets exclusive basis or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a that contains “most favored nation” clause or other similar term providing preferential pricing or treatment to a party covenants, (vi) other than entered into in the ordinary course of business consistent with past practices, that relates to the acquisition or disposition of any assets or any business of the Company or any of its SubsidiariesSubsidiaries with a purchase price in excess of $50,000,000 (whether by merger, sale of stock, sale of assets or otherwise) since January 1, 2016, (vii) that is a settlement, consent or similar agreement and contains any material continuing obligations of the Company or any of its Subsidiaries, (viii) that limits in any material respect the payment of dividends by the Company or any of its Subsidiaries, (ix) that is a material interest rate swap, cap, floor or option agreement, a futures or forward contract or relates to any other material interest rate, currency, commodity or other hedging or derivative transaction or risk management arrangement, or (x) that is a contract pursuant to which the Company or any of its Subsidiaries receives from any third party a license or similar right under any Intellectual Property Rights that are material to the business of the Company or and its Subsidiaries, taken as a whole, other than licenses with respect to software that is generally commercially available. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a) in existence as of the date hereof (excluding any Company Benefit Plan), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” and neither (provided that, for purposes of Section 3.13(b), the term “Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by Contract” will include any of the other parties theretoabove entered into after the date hereof that would have been a Company Contract if it had been in existence as of the date hereof). (b) In each case, except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company: (i) Each each Company Contract is is, assuming due authorization, execution and delivery by the third-party counterparties thereto, valid and binding on the Company or one of its Subsidiaries, as applicable Subsidiary (except as limited by the Enforceability Exceptions) and is in full force and effecteffect (unless such Company Contract expires in accordance with its terms after the date of this Agreement or is terminated after the date of this Agreement in accordance with its terms and Section 5.2), (ii) the Company and each of its Subsidiaries has performed all obligations required to be performed by it prior to the date hereof under each Company Subsidiary Contract, (iii) to the knowledge of the Company, each third-party counterparty to each Company Contract has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract, and (v) neither the Company nor any of its Subsidiaries knows of, or has received written notice of, any violation of any Company Contract by any of the other parties thereto. The Company has made available to Parent prior to the date hereof true, correct and complete copies of each Company Contract in existence as of the date hereof.

Certain Contracts. (a) Neither Each contract, arrangement, commitment or understanding (whether written or oral) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Company SEC) to which First Financial or any of its Subsidiaries is a party or by which First Financial or any of its Subsidiaries is bound as of the date hereof has been filed as an exhibit to the most recent Annual Report on Form 10-K filed by First Financial, or a Quarterly Report on Form 10-Q or Current Report on Form 8-K subsequent thereto. Except as set forth in Section 4.14(a) of the First Financial Disclosure Schedule or as filed by First Financial with the SEC, as of the date hereof, neither First Financial nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFirst Financial, First Financial, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is which restricts First Financial’s ability to compete or contains a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed client or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any customer non-competition or exclusive dealing agreement, solicit requirement or any other agreement provision, in each case, that materially restricts the conduct of any line of business by First Financial or obligation which purports to limit any of its affiliates or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation affiliates to engage in any line of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (viv) with or to a labor union or guild (including any collective bargaining agreement), (v) any of the benefits of which contract, arrangement, commitment or understanding (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder adoption of this Agreement or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, and (vi) containing a “most favored nation” clause that relates to the incurrence of indebtedness by First Financial or other similar term providing preferential pricing or treatment to a party any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Company Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $1,000,000 or its Subsidiaries) that is material to the Company or its Subsidiariesmore including any sale and leaseback transactions, capitalized leases and other similar financing transactions. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company First Financial Disclosure ScheduleSchedule or filed by First Financial with the SEC, is referred to herein as a “Company First Financial Contract,” and neither the Company First Financial nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on First Financial. (b) (i) Each Company First Financial Contract is valid and binding on the Company First Financial or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) except as, either individually or in the Company aggregate, would not reasonably be expected to have a Material Adverse Effect on First Financial. First Financial and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company First Financial Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Financial. To First Financial’s knowledge each third-party counterparty to each First Financial Contract has in all material respects performed all obligations required to be performed by it to date under such First Financial Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Financial, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company First Financial or any of its Subsidiaries under any such Company First Financial Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Financial.

Certain Contracts. (a) Neither Section 5.23 of the Company nor GlobalSantaFe Disclosure Letter contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the GlobalSantaFe Reports filed prior to the date of this Agreement) to which GlobalSantaFe or any Company Subsidiary of GlobalSantaFe is a party to or by which any of them or their assets is bound by any contract, arrangement, commitment or understanding (whether written or oral) as of the date of this Agreement: (i) with respect any non-competition agreement that purports to limit the employment manner in which, or the localities in which, all or any portion of any directors, officers, employees or consultantstheir respective businesses is conducted, other than in any such limitation that is not material to GlobalSantaFe and its Subsidiaries, taken as a whole, and will not be material to Transocean and its Subsidiaries, taken as a whole, following the ordinary course of business consistent with past practiceEffective Time, (ii) any drilling unit construction or conversion contract with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between GlobalSantaFe or any of its Subsidiaries, on the one hand, and any of GlobalSantaFe’s officers and key employees, on the other hand, (vi) any agreement which, upon execution of this Agreement or the consummation or stockholder approval of the transactions Merger or any other transaction contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefits benefit (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any right to any payment or benefits, from Parent, the Company, the Final Surviving Corporation, Transocean or GlobalSantaFe or any of their respective Subsidiaries to any officer officer, director, consultant or employee of any of the Company or any Subsidiary thereofforegoing, (iiivii) that any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.135.23(a), whether or not set forth included as an exhibit to any GlobalSantaFe Report or included in Section 5.23 of the Company GlobalSantaFe Disclosure ScheduleLetter, is referred to herein as a “Company GlobalSantaFe Material Contract,” and neither for purposes of Section 7.1 and the Company nor bringdown of Section 5.23(b) pursuant to Section 8.3(a), “GlobalSantaFe Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretothis Agreement. (b) (i) Each Company GlobalSantaFe Material Contract is valid and binding on is, to the Company or its applicable Subsidiary and is knowledge of GlobalSantaFe, in full force and effect, (ii) the Company and GlobalSantaFe and each Company Subsidiary has of its Subsidiaries have in all material respects performed all obligations required to be performed by it them to date under each Company ContractGlobalSantaFe Material Contract to which it is a party, except where such failure to be binding or in full force and (iii) no event effect or condition exists that constitutes orsuch failure to perform does not and is not reasonably likely to create, after notice individually or lapse of time or both, will constitutein the aggregate, a material default on GlobalSantaFe Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the part of the Company or aggregate, a GlobalSantaFe Material Adverse Effect, neither GlobalSantaFe nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of GlobalSantaFe, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any GlobalSantaFe Material Contract or (y) has received written notice of the desire of the other party or parties to any such Company ContractGlobalSantaFe Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a GlobalSantaFe Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any GlobalSantaFe Material Contract or permit any other party to a GlobalSantaFe Material Contract to exercise rights adverse to GlobalSantaFe. Each GlobalSantaFe Material Contract is enforceable by GlobalSantaFe or a Subsidiary of GlobalSantaFe in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a GlobalSantaFe Material Adverse Effect.

Certain Contracts. (a) Neither Except as set forth in Section 3.13(a) of the Company Disclosure Schedule, as of the date hereof, neither Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), other than any Company Benefit Plans, (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (ivii) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicit requirement or any other agreement or obligation which purports to limit or restrict, or following provision that materially restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the by Company or any of its Subsidiaries or, following affiliates or upon consummation of the Transaction, Parent Merger will materially restrict the ability of the Surviving Corporation or any of its Subsidiaries, affiliates to own, operate, sell, transfer, pledge or otherwise dispose engage in any line of any material assets or business, (viii) with or to a labor union or guild (including any collective bargaining agreement), (iv) that relates to the incurrence of indebtedness by Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice, or intercompany indebtedness) in the principal amount of $2,500,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (v) that grants any right of first refusal, right of first offer or similar right with respect to any assets, rights or properties (x) that are material to Company and its Subsidiaries, taken as a whole, or (y) that would be applicable to Parent or any of its Subsidiaries (other than Company or any of its Subsidiaries) after the Closing; or (vi) containing that is a “most favored nation” clause vendor agreement or other similar joint marketing agreement, including any consulting agreement, data processing, software programming or licensing contract, involving (x) the payment of more than $2,500,000 over the remaining term providing preferential pricing or treatment to a party of the agreement (other than the any such contracts which are terminable by Company or any of its SubsidiariesSubsidiaries on sixty (60) that is material to days’ or less notice without any required payment or other conditions, other than the Company condition of notice) or its Subsidiaries(y) the payment of more than $2,500,000 payable as a result of the termination of the agreement or the consummation of the Merger. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any a Company Contract by any of the other parties theretothereto which would reasonably be expected to be, either individually or in the aggregate, material to Company and its Subsidiaries, taken as a whole. Section 3.13(a) of the Company Disclosure Schedule sets forth (i) a true, correct and complete list of all acquisitions and sales of businesses made by Company or any of its Subsidiaries within the five (5) year period prior to the date of this Agreement and (ii) a true, correct and complete list of any continuing earn-out obligations arising out of the acquisitions referred to in clause (i). (b) In each case, except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Company: (i) Each each Company Contract is valid and binding on the Company or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company and each of its Subsidiaries has performed all obligations required to be performed by it prior to the date hereof under each Company Subsidiary Contract, (iii) to Company’s knowledge, each third-party counterparty to each Company Contract has in all material respects performed all obligations required to be performed by it to date under each such Company Contract, Contract and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract.

Certain Contracts. (a) Neither NCC Disclosure Schedule Section 3.13(a) lists, as of the Company nor any Company Subsidiary is a party to date of this Agreement, all contracts, arrangements, commitments or bound by any contract, arrangement, commitment or understanding understandings (whether written or oral) ), other than any NCC Benefit Plan, entered into by NCC or any of its Subsidiaries or by which NCC or any of its Subsidiaries may be bound: (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that which contains (A) any a non-competition compete or exclusive dealing agreement, client or customer non-solicitation requirement or any other agreement or obligation which purports to limit or restrict, or following provision that materially restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company by NCC or any of its Subsidiaries or, following or upon consummation of the Transaction, Parent Merger will materially restrict the ability of the Surviving Entity or the Surviving Bank or any NCC Subsidiary to engage in any line of business that is material to NCC or any of its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, ; (viii) with or to a labor union or guild (including any collective bargaining agreement); (iv) which includes any bonus, stock options, restricted stock, stock appreciation right or other employee benefit agreement or arrangement; (v) which, upon the consummation of the transactions contemplated by this Agreement (alone or upon the occurrence of any additional acts or events) will result in any payment (whether change of control, severance pay or otherwise) becoming due from NCC, the Surviving Entity or any of their respective Subsidiaries to any officer, employee or director of NCC or any of its Subsidiaries; (vi) containing the benefits of which will be increased or the vesting of benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement; (vii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of NCC or any of its Subsidiaries; (viii) related to the borrowing by NCC or any of its Subsidiaries of money other than those entered into in the Ordinary Course of Business and any guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the Ordinary Course of Business; (ix) relating to the lease of personal property having a “most favored nation” clause value in excess of $150,000 in the aggregate; (x) relating to any joint venture, partnership, limited liability company agreement or other similar term providing preferential pricing agreement or treatment arrangement; (xi) which relates to a party capital expenditures and involves future payments in excess of $450,000 in the aggregate; or (other xii) which is not terminable on sixty (60) days or less notice and involves the payment of more than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries$250,000 per annum. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company NCC Disclosure Schedule, is referred to herein as a an “Company NCC Contract,” and neither the Company NCC nor any of its Subsidiaries knows of, or has received written, or to NCC’s knowledge, oral notice of, any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be likely to have a Material Adverse Effect on NCC. NCC has made available to CenterState complete and correct copies of all NCC Contracts identified in NCC Disclosure Schedule Section 3.13(a). (b) In each case, except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on NCC: (i) Each Company each NCC Contract is valid and binding on the Company NCC or its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effecteffect (assuming the due execution by each other party thereto, which to NCC’s knowledge has occurred); (ii) the Company NCC and each Company Subsidiary of its Subsidiaries have performed all obligations required to be performed by it prior to the date hereof under each NCC Contract; (iii) to NCC’s knowledge, each third-party counterparty to each NCC Contract has in all material respects performed all obligations required to be performed by it to date under each Company such NCC Contract, ; and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company NCC or any of its Subsidiaries under any such Company NCC Contract. (c) NCC Disclosure Schedule Section 3.13(c) sets forth a true and complete list of all NCC Contracts pursuant to which consents, waivers or notices are or may be required to be given, in each case, prior to the performance by NCC of this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Certain Contracts. (a) Neither With respect to Contracts to which the Company nor any Company Subsidiary is a party to or bound by any contractidentified on Schedule 6.19(a) ("Company Contracts"), arrangementthe Purchaser and the Company shall cooperate between the date hereof and the Closing Date in order to, commitment or understanding (whether written or oral) at the Purchaser's election: (i) with respect obtain any amendment to such Company Contract as specified by the employment of any directorsPurchaser, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, and/or (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the terminate such Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior Contract on terms satisfactory to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretoPurchaser. (b) If the Purchaser and the Company obtain all amendments to such Company Contract, if any, requested by the Purchaser, on or prior to the Closing Date, then such Company Contract shall constitute a Purchased Asset and shall be assigned to the Purchaser or its designee at Closing. (c) If all required consents to the termination of any Company Contract that the Purchaser elects to terminate are obtained on or prior to the Closing Date, then such Company Contract shall be terminated as of or prior to the Effective Time, such Company Contract shall be an Excluded Asset and shall not be assigned to the Purchaser. (d) If either (i) Each any amendments to any Company Contract is valid and binding on requested by the Company Purchaser are not obtained, or its applicable Subsidiary and is in full force and effect, (ii) any consent to termination of a Company Contract as to which the Purchaser has requested termination are not obtained, then (x) such Company Contract shall be an Excluded Asset and each shall not be assigned to the Purchaser. (e) In the event any Company Subsidiary has in all material respects performed all obligations required Contracts are excluded as Excluded Assets pursuant to be performed by it to date under each Company ContractSection 6.19(d), the Company, and (iii) no event or condition exists that constitutes orthe Purchaser will cooperate with each other as reasonably requested by the other party during the Dissolution Period in order to obtain, after notice or lapse of time or both, will constitute, a material default on at the part expense of the Company Purchaser, the required amendment or any termination of its Subsidiaries under any such Company ContractContract as contemplated by this Section 6.19. (f) With respect to the Contracts to identified on Schedule 6.19(f) which a Purchased Company or a Subsidiary are parties that are not Company Contracts, between the date hereof and the Closing Date, the Company will cooperate with Purchaser, as requested by Purchaser, to obtain an amendment to such Contract satisfactory to the Purchaser or to terminate such Contract on terms satisfactory to the Purchaser. The costs and expenses of any such amendment or termination shall be paid by the Purchaser. (g) The Company shall use commercially reasonable efforts to, prior to the Closing, assign such Company Contracts as Purchaser may designate as soon as practicable following the execution of this Agreement to a Purchased Company or a Subsidiary as may be designated by the Purchaser as soon as practicable following the execution of this Agreement.

Certain Contracts. (a) Neither The Company Disclosure Letter lists each of the following Contracts, to which either the Company nor or any Company Subsidiary of its Subsidiaries is a party to or bound by any contractparty, arrangementincluding all amendments and supplements thereto, commitment or understanding (whether written or oral) collectively, the “Material Contracts” and each a “Material Contract”): (i) All employment, consultation, retirement, termination, sign-on, buy-out or other Contracts with respect to the employment of any directorspresent or former officer, officersdirector, employees trustee, employee, agent, broker or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee independent contractor of the Company or any Subsidiary thereofof its Subsidiaries (including, (iii) that is a “material contract” but not limited to, loans or advances to any such Person (as defined below) or any Affiliate of such term is defined in Item 601(b)(10Person) of Regulation S-K of the SECexcluding (I) to be performed after the date of this Agreement that has not been filed or incorporated such Contracts which are terminable by reference in the Company SEC Reports filed prior or any of its Subsidiaries at will without severance and (II) Contracts that involve or are reasonably likely to involve the payment pursuant to the date hereof, terms of such Contract of less than $100,000; (ivii) that contains All Contracts containing any provision or covenant (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit limiting the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or to compete with any Person in its Subsidiariesbusiness, to owndo business with any Person or in any location or to employ any Person, operate, sell, transfer, pledge or otherwise dispose (B) limiting the ability of any material assets or business, (v) Person to compete with or to a labor union obtain products or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than services from the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto. (bC) (i) Each Company Contract is valid and binding on restricts the Company or any of its applicable Subsidiary and is Subsidiaries from engaging in full force and effect, (ii) any business or activity anywhere in the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and world; (iii) no event All Contracts relating to the borrowing of money by the Company or condition exists that constitutes orany of its Subsidiaries or the direct or indirect guarantee by the Company or any of its Subsidiaries of any obligation of any Person for borrowed money or other specific financial obligation of any Person, after notice or lapse of time or both, will constitute, a material default on the part any other liability of the Company or any of its Subsidiaries in respect of indebtedness for borrowed money or other specific financial obligation of any Person, including, but not limited to, any Contract relating to or containing provisions with respect to any lines of credit or similar facilities; (iv) All Contracts (other than contracts entered into in the ordinary course of business) with any Person containing any provision or covenant relating to the indemnification or holding harmless by the Company or any of its Subsidiaries of any Person which is reasonably likely to result in a liability to the Company or any of its Subsidiaries of $100,000 or more; (v) All Contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) or future acquisition of any interest in any business enterprise, and all contracts relating to the future disposition of a material portion of the assets of the Company or any of its Subsidiaries; (vi) All Contracts with any director or Affiliate of the Company; and (vii) All other Contracts (other than Contracts which are expressly excluded under any other subsection of this Section 4.14) that involve or are reasonably likely to involve the payment pursuant to the terms of such Contracts by or to the Company or its Subsidiaries of $100,000 or more or the termination of which is reasonably likely to have a Material Adverse Effect on the Company. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company and except as provided in the Company Disclosure Letter: (i) each Material Contract is a legal, valid and binding obligation of the Company or any of its Subsidiaries, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against each such party in accordance with its terms, (ii) neither the Company nor any of its Subsidiaries, as the case may be, nor, to the knowledge of the Company, any other party to a Material Contract, is in violation or default of any term of any Material Contract, and (iii) no condition or event exists that, with the giving of notice or the passage of time, or both, would constitute a violation or default by the Company or any of its Subsidiaries, as the case may be, or any other party to a Material Contract, or permit the termination, modification, cancellation or acceleration of performance of the obligations of the Company or any of its Subsidiaries, as the case may be, or any other party to the Material Contract.

Certain Contracts. (a) Neither Except as disclosed on Section 3.13(a) of the Company Target Disclosure Schedule, neither Target nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or employees, consultants, independent contractors or other service providers other than in the ordinary course of business consistent with past practice, (ii) whichthat, upon execution of this Agreement or consummation or stockholder shareholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentBuyer, Target, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer current, former or employee retired officer, employee, director, consultant, independent contractor or other service provider of the Company Target or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company Target SEC Reports filed prior to before the date hereof, (iv) that contains (A) materially restricts the conduct of any non-competition or exclusive dealing agreementline of business by Target or, or any other agreement or obligation which purports to limit or restrictthe knowledge of Target, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing a “most favored nation” clause as to any stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or other similar term providing preferential pricing restricted stock units, stock purchase plan, employee stock ownership plan or treatment to a party (other than benefits plan in which any of the Company benefits of which will be increased, or its Subsidiaries) that is material to the Company vesting of the benefits of which will be accelerated, by the execution of this Agreement, the occurrence of any shareholder approval or its Subsidiariesthe consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of or affected by any of the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company Target Disclosure Schedule, is referred to as a “Company Target Contract,” and neither the Company Target nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Company Target Contract by any of the other parties thereto. (b) (i) Each Company Target Contract is valid and binding on the Company Target or its applicable Subsidiary and is in full force and effect, (ii) the Company Target and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Contract, Target Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Target or any of its Subsidiaries under any such Company Target Contract.

Certain Contracts. (a) Neither the Company Except as disclosed in Seller Disclosure Schedule 3.13(a), neither Seller nor any Company Subsidiary of the Subsidiaries is a party to, is bound or affected by, receives or is obligated to or bound by any contract, arrangement, commitment or understanding (whether written or oral) pay benefits under (i) with respect any agreement, arrangement or commitment, including any agreement, indenture or other instrument relating to the employment borrowing of money by Seller or any of the Subsidiaries or the guarantee by Seller or any of the Subsidiaries of any directors, officers, employees or consultants, other than obligation except for deposit liabilities and federal funds purchased in the ordinary course of business consistent with past practice, business; (ii) whichany agreement, arrangement or commitment relating to the employment of a consultant or the employment, retirement, election or retention in office of any present or former director, officer or employee of Seller or any of the Seller Subsidiaries (other than those which are terminable at will without any further amounts being payable thereunder as a result of termination by Seller or Seller Subsidiary; (iii) any contract, agreement or understanding with a labor union; (iv) any agreement, arrangement or understanding pursuant to which any payment (whether of severance pay or otherwise) became or may become due to any director, officer or employee of Seller or any of the Seller Subsidiaries upon execution of this Agreement or upon or following consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon in connection with the occurrence of any additional acts or events); (v) result in any payment agreement, arrangement or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, understanding to which Seller or any of their respective the Subsidiaries is a party or by which any of the same is bound which limits the freedom of Seller or any of the Subsidiaries to compete in any officer line of business or employee with any person, or that involve any restriction of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner geographic area in which, or the localities in method by which, all they may carry on their business (other than as may be required by law or any portion of the business of the Company or its Subsidiaries is or would be conducted or regulatory agency); (Bvi) any agreement that grants assistance agreement, supervisory agreement, memorandum of understanding, consent order, cease and desist order or condition of any right of first refusal regulatory order or right of first offer decree with or by the FDIC, the FRB or any other regulatory agency; (vii) any joint venture, partnership or similar right agreement, arrangement or that limits understanding providing for the sharing of profits, losses, costs or purports to limit the ability of the Company liabilities by Seller or any of its the Subsidiaries orwith any other person; or (viii) any other agreement, following consummation arrangement or understanding to which Seller or any of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to Subsidiaries is a party (other than the Company or its Subsidiaries) that and which is material to the Company business, results of operations, assets or its Subsidiaries. Each contract, arrangement, commitment financial condition of Seller and the Subsidiaries taken as a whole (excluding loan agreements or understanding agreements relating to deposit accounts); in each of the type described foregoing cases whether written or oral; (each such agreement listed, or required to be listed, in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, 3.13(a) is referred to herein as a “Company Contract,” and neither the Company Seller Agreement”). Neither Seller nor any of its the Subsidiaries knows of, or has received notice of, any violation obligation to make any additional capital contributions with respect to any matter described in clause (vii) of any Company Contract by any of the other parties theretoSeller Disclosure Schedule 3.13(a). (b) (i) Neither Seller nor any of the Subsidiaries is in default or in non-compliance under any Seller Agreement and there has not occurred any event that with the lapse of time or the giving of notice, or both, would constitute such a default or non-compliance. Each Company Contract Seller Agreement is valid legal, valid, binding and binding on the Company enforceable against Seller or its applicable Subsidiary and, to the Knowledge of Seller, the other parties thereto in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the court before which any proceeding may be brought. With respect to each Seller Agreement, such Seller Agreement is in full force and effect, (ii) the Company effect in accordance with its terms; all rents and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, other monetary amounts that may have become due and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contractpayable thereunder have been paid.

Certain Contracts. (a) Neither Except as set forth in Schedule 4.16(a) of the Company BCB Disclosure Schedules, neither BCB nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, employees; (ii) which would entitle any present or former director, officer, employee or agent of BCB or any of its Subsidiaries to indemnification from BCB or any of its Subsidiaries; (iii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentPamrapo, BCB, BCB Bank, the Company, the Final Surviving Corporation, Bank or any of their respective Subsidiaries or successors to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, ; (iv) that contains which involves the annual payment of $25,000 or more; (Av) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $25,000 per annum, in the case of any non-competition or exclusive dealing agreementsuch agreement with an individual, or $50,000 per annum, in the case of any other agreement or obligation such agreement; (vi) which purports to limit or restrict, or following materially restricts the consummation conduct of the Transaction would purport to limit or restrict, in any material respect the ability line of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all business by BCB or any portion of its Subsidiaries; (vii) with or to a labor union or guild (including any collective bargaining agreement); (viii) relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or material assets (other than this Agreement and the Company or its Subsidiaries is or would be conducted or Bank Merger Agreement); (Bix) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company BCB or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business, ; (vx) with respect to any material joint venture, partnership agreement or similar agreement; (xi) with respect to a labor union any agreement relating to any intellectual property other than “shrink wrap” licenses related to software; (xii) relating to the indebtedness by BCB or guild its Subsidiaries for borrowed money or any guaranty of indebtedness for borrowed money in excess of $5,000,000; or (xiii) excluding the plans set forth on Schedule 4.11, where any employee benefits (including any collective bargaining agreement)stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or (vi) containing a “most favored nation” clause the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or other similar term providing preferential pricing the Bank Merger Agreement, or treatment to a party (other than the Company value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or its Subsidiaries) that is material to the Company or its SubsidiariesBank Merger Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13Sections 4.16(a) and 4.16(c) hereof, whether or not set forth in Schedule 4.16(a) or Schedule 4.16(c) of the Company BCB Disclosure ScheduleSchedules, is referred to herein as a “Company BCB Contract,.” BCB has previously delivered to Pamrapo true and neither the Company nor any correct copies of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretoeach BCB Contract. (b) Except as set forth in Schedule 4.16(b) of the BCB Disclosure Schedules, (i) Each Company each BCB Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company BCB and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company BCB Contract, and except where such noncompliance, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on BCB, (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company BCB or any of its Subsidiaries under any such Company BCB Contract, except where such default, individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on BCB and (iv) no other party to such BCB Contract is, to BCB’s knowledge, in default in any respect thereunder. (c) Schedule 4.16(c) of the BCB Disclosure Schedules sets forth all agreements of BCB providing for the lease of real property, copies of which have previously been delivered or made available to BCB including term of the lease, any option to extend such lease and any consent or notice required in connection with the Merger and the transactions contemplated hereby.

Certain Contracts. (a) Neither Except as filed with or incorporated into any CrossFirst Report filed prior to the Company date hereof, as of the date hereof, neither CrossFirst nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) , but excluding any CrossFirst Benefit Plan): (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) to be performed after which contains a provision that materially restricts the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, conduct or any other agreement line of business by CrossFirst or obligation which purports to limit any of its Subsidiaries or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect transactions contemplated by this Agreement will materially restrict the ability of the CompanySurviving Corporation or any of its affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Company Subsidiaries Requisite CrossFirst Vote or the Final Surviving Corporation to conduct their respective businesses orannouncement or consummation of any of the transactions contemplated by this Agreement, to solicit customers or the manner in whichunder which a right of cancellation or termination will arise as a result thereof, or the localities value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in whichcalculation of value of benefits would, all either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CrossFirst; (v) (A) that relates to the incurrence of indebtedness by CrossFirst or any portion of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the business Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of the Company or its Subsidiaries is or would be conducted or business), (B) that provides for the guarantee, support, assumption or endorsement by CrossFirst or any agreement of its Subsidiaries of, or any similar commitment by CrossFirst or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or more, or (C) the principal purpose of which is to provide for any material indemnification or similar obligations on the part of CrossFirst or any of its Subsidiaries; (vi) that grants any right of first refusal or refusal, right of first offer or similar right with respect to any material assets, rights or that limits properties of CrossFirst or purports its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $300,000 per annum or $500,000 with respect to limit the ability of the Company any individual payment other than any such contracts which are terminable by CrossFirst or any of its Subsidiaries oron sixty (60) days or less notice without any required payment or other conditions, following consummation other than extensions of the Transactioncredit, Parent other customary banking products offered by CrossFirst or its Subsidiaries, to ownor derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, operate, sell, transfer, pledge consent or otherwise dispose of similar agreement and contains any material assets continuing obligations of CrossFirst or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or of its Subsidiaries; (ix) that is a lease of real property to which CrossFirst or any of its Subsidiaries is a party; (x) that is a joint venture, partnership or similar contract (however named) involving a sharing of profits, losses, costs or liabilities by it with any other person; (xi) in which CrossFirst or any of its Subsidiaries grants or is granted a license or similar under any material Intellectual Property, where such contract is material to the Company businesses of CrossFirst and its Subsidiaries, taken as a whole, excluding, in each case, (A) contracts providing rights for generally commercially available off-the-shelf software licensed or provided on non-discriminatory terms and (B) non-exclusive contracts entered into with customers or suppliers in the ordinary course of business; (xii) that is a material consulting agreement with payments in excess of $200,000, to which CrossFirst or any of its Subsidiaries is a party; or (xiii) that relates to the acquisition or disposition of any person, business or asset and under which CrossFirst or its SubsidiariesSubsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a) (excluding any CrossFirst Benefit Plan), whether or not set forth in the Company CrossFirst Disclosure Schedule, is referred to herein as a “Company CrossFirst Contract,.” CrossFirst has made available to Busey true, correct and neither the Company nor any complete copies of its Subsidiaries knows of, or has received notice of, any violation of any Company each CrossFirst Contract by any in effect as of the other parties theretodate hereof. (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CrossFirst, (i) Each Company each CrossFirst Contract is valid and binding on the Company CrossFirst or one of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company CrossFirst and each Company Subsidiary of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each Company CrossFirst Contract, and (iii) to the knowledge of CrossFirst, each third-party counterparty to each CrossFirst Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such CrossFirst Contract, (iv) CrossFirst does not have knowledge of, and has not received notice of, any violation of any CrossFirst Contract by any of the other parties thereto, (v) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of the Company CrossFirst or any of its Subsidiaries Subsidiaries, or to the knowledge of CrossFirst, any other party thereto, of or under any such Company CrossFirst Contract and (vi) no third-party counterparty to any CrossFirst Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any CrossFirst Contract.

Certain Contracts. (a) Neither the Company Except as disclosed in Seller Disclosure Schedule 3.13(a), neither Seller nor any Company Subsidiary of the Subsidiaries is a party to, is bound or affected by, receives or is obligated to pay compensation or bound by any contract, arrangement, commitment or understanding (whether written or oral) benefits under (i) with respect any agreement, arrangement or commitment, including any agreement, indenture or other instrument relating to the employment borrowing of money by Seller or any of the Subsidiaries or the guarantee by Seller or any of the Subsidiaries of any directorsobligation except for deposit liabilities, officers, employees or consultants, other than borrowings from the Federal Home Loan Bank and securities repurchase agreements entered into in the ordinary course of business consistent with past practice, business; (ii) whichany contract, agreement or understanding with a labor union; (iii) any agreement, arrangement or understanding pursuant to which any payment (whether of severance pay or otherwise) became or may become due to any director, officer or employee of Seller or any of the Subsidiaries upon execution of this Agreement or upon or following consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon in connection with the occurrence of any additional acts or events); (iv) result in any payment agreement, arrangement or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, understanding to which Seller or any of their respective the Subsidiaries is a party or by which any of them is bound which limits the freedom of Seller or any of the Subsidiaries to compete in any line of business or with any person, or that involve any restriction of the geographic area in which, or method by which, they may carry on their business (other than as may be required by Law or any Governmental Entity); (v) any assistance agreement, supervisory agreement, memorandum of understanding, consent order, cease and desist order or condition of any regulatory order or decree with or by the FRB, the FDIC or any other regulatory agency; (vi) any joint venture, partnership or similar agreement, arrangement or understanding providing for the sharing of profits, losses, costs or liabilities by Seller or Seller Sub with any other person; or (vii) any other agreement, arrangement or understanding to which Seller or any of the Subsidiaries is a party and which is material to the business, results of operations, assets or financial condition of Seller and the Subsidiaries, taken individually or as a whole (excluding loan agreements or agreements relating to deposit accounts); in each of the foregoing cases whether written or oral (each such agreement listed, or required to be listed, in this Section 3.13(a) is referred to herein as a “Seller Agreement”). Neither Seller nor any of the Subsidiaries has any obligation to make any additional capital contributions with respect to any matter described in clause (v) of Seller Disclosure Schedule 3.13(a). Neither Seller nor any of the Subsidiaries is a party to any agreement, arrangement or commitment relating to the employment of a consultant or the employment, retirement, election or retention in office of any present or former director, officer or employee of the Company Seller or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party Seller Sub (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to those which are terminable at will without any further amounts being payable thereunder as a “Company Contract,” and neither the Company nor any result of its Subsidiaries knows of, termination by Seller or has received notice of, any violation of any Company Contract by any of the other parties theretoSeller Sub). (b) Neither Seller nor any of the Subsidiaries is in default or, to the Knowledge of Seller, in non-compliance under any Seller Agreement, and there has not occurred any event that with the lapse of time or the giving of notice, or both, would constitute such a default or non-compliance. Each Seller Agreement is legal, valid, binding and enforceable against Seller or, as applicable, any of the Subsidiaries and, to the Knowledge of Seller, the other parties thereto in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (iincluding specific performance and injunctive relief) Each Company Contract is valid and binding on within the Company or its applicable Subsidiary and discretion of the court before which any proceeding may be brought. With respect to each Seller Agreement, such Seller Agreement is in full force and effect, (ii) the Company effect in accordance with its terms; all rents and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, other monetary amounts that may have become due and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contractpayable thereunder have been paid.

Certain Contracts. (a) Neither Except as set forth in Section 4.16(a) of the Company First Place Disclosure Schedule, neither First Place nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement or the Bank Merger Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentFFY, First Place, the Company, the Final Surviving Corporation, the Surviving Institution or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofFirst Place Reports, (iv) that contains which is a consulting agreement (Aincluding data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $50,000 per annum, in the case of any non-competition such agreement with an individual, or exclusive dealing $100,000 per annum, in the case of any other such agreement, or (v) which materially restricts the conduct of any other agreement or obligation which purports to limit or restrict, or following the consummation line of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company by First Place or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (vvi) with or to a labor union or guild (including any collective bargaining agreement)) or (vii) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the benefits of which will be increased, or (vi) containing a “most favored nation” clause the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or other similar term providing preferential pricing the Bank Merger Agreement, or treatment to a party (other than the Company value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or its Subsidiaries) that is material to the Company or its SubsidiariesBank Merger Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.16(a), whether or not set forth in Section 4.16(a) of the Company First Place Disclosure Schedule, is referred to herein as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto. (b) (i) Each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company "First Place Contract." The First Place has previously delivered to FFY true and correct copies of each First Place Contract.

Certain Contracts. (a) Neither Section 4.23 of the Company nor Parent Disclosure Schedule contains a list of all of the following contracts, commitments or agreements (other than those set forth on an exhibit index in the Parent Reports filed prior to the date of this Agreement) to which Parent or any Company Subsidiary of Parent is a party to or by which any of them or their assets is bound by any contract, arrangement, commitment or understanding (whether written or oral) as of the date of this Agreement: (i) with respect any non-competition agreement that purports to limit the employment manner in which, or the localities in which, all or any portion of any directors, officers, employees or consultantstheir respective businesses is conducted, other than in any such limitation that is not material to Parent and its Subsidiaries, taken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the ordinary course of business consistent with past practiceEffective Time, (ii) any drilling unit construction, repair, modification, life extension, overhaul or conversion contract for an amount in excess of $50 million, with respect to which the drilling unit has not been delivered and paid for, (iii) any drilling contracts of one year or greater remaining duration, including fixed price customer options, (iv) any contract or agreement, other than agreements among Parent and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (v) any employment agreement between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (vi) any agreement which, upon execution of this Agreement or the consummation or stockholder approval of the transactions Merger or any other transaction contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefits benefit (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any right to any payment or benefits, from Parent, Parent or the Company, the Final Surviving Corporation, Company or any of their respective Subsidiaries to any officer officer, director, consultant or employee of any of the Company or any Subsidiary thereofforegoing, (iiivii) that any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (viii) any agreement the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (ix) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.23(a), whether or not set forth included as an exhibit to any Parent Report or included in Section 4.23 of the Company Parent Disclosure Schedule, is referred to herein as a “Company Parent Material Contract,” and neither for purposes of Section 5.1 and the Company nor bringdown of Section 4.23(b) pursuant to Section 6.2, “Parent Material Contract” shall include any such contract, arrangement, commitment or understanding that is entered into after the date of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretothis Agreement. (b) (i) Each Company Parent Material Contract is valid and binding on is, to the Company or its applicable Subsidiary and is knowledge of Parent, in full force and effect, (ii) the Company and Parent and each Company Subsidiary has of its Subsidiaries have in all material respects performed all obligations required to be performed by it them to date under each Company ContractParent Material Contract to which it is a party, except where such failure to be binding or in full force and (iii) no event effect or condition exists that constitutes orsuch failure to perform does not and is not reasonably likely to create, after notice individually or lapse of time or both, will constitutein the aggregate, a material default on Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the part of the Company or aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries (x) knows of, or has received written notice of, any breach of or violation or default under (nor, to the knowledge of Parent, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Parent Material Contract or (y) has received written notice of the desire of the other party or parties to any such Company ContractParent Material Contract to cancel, terminate, modify or repudiate such contract or exercise remedies thereunder. Except as would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Parent Material Contract or permit any other party to a Parent Material Contract to exercise rights adverse to Parent. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), except where such unenforceability is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect.

Certain Contracts. (a) Neither ‎Section 4.10(a) of the Company nor Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of each Contract to which either the Company or any Company Subsidiary of its Subsidiaries is a party to or bound by any contract(each such Contract, arrangementa “Company Material Contract”), commitment or understanding (whether written or oral) which: (i) with respect to the employment of provides that any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or its Subsidiaries will not compete with any Subsidiary thereofother Person, or which grants “most favored nation” protections to the counterparty to such Contract, that in each case after the Effective Time would be binding upon Buyer or any of its Subsidiaries (other than the Company or any of its Subsidiaries), and is material to the Company and its Subsidiaries, taken as a whole; (ii) purports to limit in any material respect either the type of business in which the Company or any of its Subsidiaries may engage or the manner or locations in which any of them may so engage in any business that in each case after the Effective Time would be binding upon Buyer or any of its Subsidiaries (other than the Company and its Subsidiaries); (iii) that requires the Company or any of its Subsidiaries (or, after the Effective Time, Buyer or any of its Subsidiaries) to deal exclusively with any Person or group of related Persons which Contract is reasonably likely to provide for annual revenues or expenses of $400,000,000 or more; (iv) is material to the formation, creation, operation, management or control of any partnership or joint venture, the book value of the Company’s investment in which exceeds $400,000,000; (v) is a Contract for the operating lease of personal property providing for annual payments of $50,000,000 or more; (vi) is (A) a Company Real Property Lease or (B) a Contract relating to the disposition or acquisition of Company Owned Real Property; (vii) is required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (viii) contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any Person or assets (excluding Intellectual Property) at a purchase price which would reasonably be expected to exceed, or the fair market value of the SECequity interests or assets (excluding Intellectual Property) of which would be reasonably likely to be performed after exceed, $200,000,000; (ix) is a Contract not of a type (disregarding any dollar thresholds, materiality or other qualifiers, restrictions or other limitations applied to such Contract type) described in the date of this Agreement foregoing clauses (i) through (viii) and clause (x) below that has not been filed or incorporated by reference would reasonably be likely to, either pursuant to its own terms or the terms of any related Contracts, involve net payments or receipts in the Company SEC Reports filed prior to the date hereof, excess of $500,000,000 in any year; or (ivx) that contains is a Contract (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability governing indebtedness of the Company or any of its Subsidiaries or, following consummation with a principal amount in excess of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business$50,000,000, (vB) with or to that grants a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Lien securing indebtedness of the Company or its Subsidiaries) that is material to the Company or its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 5.13, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows ofwith a principal amount in excess of $50,000,000 on any property or asset of the Company or any of its Subsidiaries, or has received notice of, (C) under which any violation Person is guaranteeing indebtedness of any the Company Contract by or any of its Subsidiaries with a principal amount in excess of $50,000,000; provided that, notwithstanding the other parties theretoforegoing, Company Material Contracts shall not include any purchase orders and invoices or Company Plans or agreements related to the development or Exploitation (including any production, licensing or distribution) of Content (or Intellectual Property licensed for use in the development or production of Content, which are the subject of Section 4.13(d)). (b) A true and complete copy of each Company Material Contract, as of the date of this Agreement, including all amendments, attachments, schedules and exhibits thereto, has been made available to Buyer prior to the date of this Agreement (iother than any immaterial omissions and subject to the redaction of competitively sensitive information). Each of the Company Material Contracts, and each Contract entered into after the date hereof that would have been a Company Material Contract if entered into prior to the date hereof (each, a “Company Additional Contract”), is (or if entered into after the date hereof, will be) Each Company Contract is valid and binding on the Company or its the applicable Subsidiary Subsidiary, as the case may be, and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, (ii) except for such failures to be valid and binding or to be in full force and effect as would not, individually or in the aggregate, have a Company Material Adverse Effect. None of the Company and each nor any of its Subsidiaries or, to the Knowledge of the Company, any other party is in breach of or in default under any Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Material Contract or Company Additional Contract, and (iii) no event or condition exists that constitutes orhas occurred that, after notice or with the lapse of time or the giving of notice or both, will constitute, would constitute a material default on the part of thereunder by the Company or any of its Subsidiaries, in each case, except for such breaches and defaults as would not, individually or in the aggregate, have a Company Material Adverse Effect. To the Knowledge of the Company, as of the date of this Agreement, none of Company nor any of its Subsidiaries has received written notice alleging a breach of or default under any such Company Material Contract.

Certain Contracts. (a) Neither the Company Except as disclosed in Advance Disclosure Schedule 2.12(a), neither Advance nor any Company Advance Subsidiary is a party to, is bound by, receives, or is obligated to or bound by any contractpay benefits under, arrangement, commitment or understanding (whether written or oral) (i) with respect any agreement, arrangement or commitment, including without limitation, any agreement, indenture or other instrument relating to the employment borrowing of money by Advance or any directors, officers, employees or consultants, Advance Subsidiary (other than in the case of deposits, federal funds purchased and securities sold under agreements to repurchase in the ordinary course of business consistent with past practicebusiness) or the guarantee by Advance or any Advance Subsidiary of any obligation, (ii) whichany agreement, arrangement or commitment relating to the employment of a consultant or the employment, election or retention in office of any present or former director or officer of Advance or any of the Advance Subsidiaries, (iii) any contract, agreement or understanding with a labor union, (iv) any agreement, arrangement or understanding pursuant to which any payment (whether of severance pay or otherwise) became or may become due to any director, officer or employee of Advance or any of the Advance Subsidiaries upon execution of this Agreement and the Agreement of Merger or upon or following consummation or stockholder approval of the transactions contemplated by this Agreement will or the Agreement of Merger (either alone or upon in connection with the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business), (v) any agreement, arrangement or understanding to which Advance or any of the Advance Subsidiaries is a party or by which any of the same is bound which limits the freedom of Advance or any of the Advance Subsidiaries to compete in any line of business or with any person, other than any such limitations set forth in laws or regulations of general applicability to thrift holding companies and their subsidiaries, (vi) any assistance agreement, supervisory agreement, memorandum of understanding, consent order, cease and desist order or condition of any regulatory order or decree with or by the OTS, the FDIC or any other regulatory agency, (vii) any other agreement, arrangement or understanding which would be required to a labor union be filed as an exhibit to Advance's annual, quarterly or guild (including any collective bargaining agreement)current reports under the 1934 Act and which has not been so filed, or (viviii) containing a “most favored nation” clause any other agreement, arrangement or other similar term providing preferential pricing understanding to which Advance or treatment to any of the Advance Subsidiaries is a party (other than the Company or its Subsidiaries) that and which is material to the Company business, results of operations, assets or its Subsidiaries. Each contractfinancial condition of Advance and the Advance Subsidiaries taken as a whole (excluding loan agreements or agreements relating to deposit accounts), arrangement, commitment or understanding in each of the type described in this Section 5.13, foregoing cases whether written or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretooral. (b) (i) Each Company Contract is valid and binding on the Company or its applicable Neither Advance nor any Advance Subsidiary and is in full force default or in non-compliance under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party or by which its assets, business or operations may be bound or affected, whether entered into in the ordinary course of business or otherwise and effectwhether written or oral, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it to date under each Company Contractwhich default or non-compliance would have a Material Adverse Effect, and (iii) no there has not occurred any event or condition exists that constitutes or, after notice or with the lapse of time or the giving of notice, or both, will constitutewould constitute such a default or non-compliance by Advance or any Advance Subsidiary. (c) Neither Advance nor any Advance Subsidiary is a party or has agreed to enter into an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included in Advance's audited financial statements at and for the year ended June 30, 2004 and is a derivatives contract (including various combinations thereof) (each, a material default on the part of the Company "Derivatives Contract") or any of its Subsidiaries under any such Company Contractowns securities that are referred to generically as "structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives."

Certain Contracts. (a) Neither Except as set forth at Section 4.11 of the Company S1 Disclosure Schedule, neither S1 nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, arrangement or commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, consultants (other than in the ordinary course of business consistent with past practicestandard offer letters which provide for not more than at-will employment), (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from ParentS1, the Company, the Final Surviving Corporation, Edify or any of their respective Subsidiaries to any director, officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), (iv) except as set forth on Section 4.11(a)(iv) of the S1 Disclosure Schedule, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including as to this clause (iv), any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan), (v) containing any covenant materially limiting the right of S1 or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights, (vi) containing relating to the disposition or acquisition by S1 or any of its Subsidiaries after the date of this Agreement of a “most favored nation” clause material amount of assets not in the ordinary course of business or pursuant to which S1 or any of its Subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other similar term providing preferential pricing or treatment to a party (business enterprise other than the Company or its Subsidiaries) S1's Subsidiaries that is material to S1's business as currently conducted, or (vii) to provide source code to any third party for any product or technology that is material to S1 and its Subsidiaries taken as a whole. Except as set forth at Section 4.11 of the Company S1 Disclosure Schedule, there are no employment, consulting and deferred compensation agreements to which S1 or any of its Subsidiaries is a party. Section 4.11(a) of the S1 Disclosure Schedule sets forth a list of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of S1 and its Subsidiaries. Each contract, arrangement, arrangement or commitment or understanding of the type described in this Section 5.134.11(a), whether or not set forth in Section 4.11(a) of the Company S1 Disclosure Schedule, is referred to herein as a “Company "S1 Contract,” " and neither the Company S1 nor any of its Subsidiaries knows of, or has received notice of, nor do any executive officers of such entities know of, any violation of any Company Contract by any of the other parties theretoS1 Contract. (b) (i) Each Company S1 Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effecteffect as to the obligations of S1 thereunder, and to the knowledge of S1, is valid and binding and in full force and effect as to the obligations by the third parties thereto, (ii) the Company S1 and each Company Subsidiary has of its Subsidiaries has, and to the knowledge of S1, each third party has, in all material respects performed all obligations required to be performed by it to date under each Company S1 Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company S1 or any of its Subsidiaries under any such Company ContractS1 Contract or, to the knowledge of S1, any third party thereto.

Certain Contracts. (a) Neither Except as set forth in Section 4.15(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding contract (whether written or oral) (i) with respect to the employment service of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer officer, director, employee, agent or employee consultant of the Company or any Subsidiary thereofof its Subsidiaries, (iii) that which as of the date of this Agreement is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or part after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) involving the payment of more than $20,000 per annum in the case of any one such agreement or $50,000 in total payments in the case of any one such agreement, (v) which materially restricts the conduct of any line of business by the Company or any of its Subsidiaries, (vi) that contains (A) any non-competition noncompetition or exclusive dealing agreement, agreements or any other agreement or obligation which that purports to materially limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, restrict in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries orto compete in any line of business or with any person or entity or in any geographic area (other than as may be required by Law or by any Governmental Entity) or which grants any right of first refusal, following consummation right of first offer or similar right; (vii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity securities with respect to the Company or any of its Subsidiaries; (viii) any contract relating to the borrowing of money by the Company or any of its Subsidiaries or the guarantee by the Company or any of its Subsidiaries of any such obligation of a third party (other than deposit liabilities and Federal Home Loan Bank borrowings, contracts pertaining to fully-secured repurchase agreements and contracts relating to endorsements for payment, guarantees and letters of credit made in the ordinary course of business consistent with past practice), including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (ix) any contract that involves expenditures or receipts of the Transaction, Parent Company or any of its Subsidiaries, Subsidiaries in excess of $50,000 per year (other than pursuant to own, operate, sell, transfer, pledge loans originated or otherwise dispose purchased by the Company or the Company Bank in the ordinary course of business consistent with past practice); (x) any contract (other than a Plan) with respect to the employment or compensation of any material assets officers or business, directors; (vxi) with or to a labor union or guild (including any collective bargaining agreement), or (vi) contract containing a “most favored nationnations” clause or other similar term providing preferential pricing or treatment to a party party; (xii) any contract relating to a joint venture, partnership, limited liability company agreement or other than the Company similar agreement or its Subsidiaries) that is material arrangement, or relating to the Company formation, creation or its Subsidiariesoperation, management or control of any partnership, limited liability company or joint venture, in each case with any third parties, or any contract which limits payments of dividends and (xiii) any Regulatory Agreement (as defined in Section 4.16). Each contract, arrangement, commitment or understanding contract of the type described in this Section 5.134.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Company Contract,.” The Company has previously made available to Parent true and neither the Company nor any correct copies of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any each contract of the other parties theretotype described in this Section 4.15(a). (b) Except as set forth in Section 4.15(b) of the Company Disclosure Schedule, (i) Each each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) each of the Company and each Company Subsidiary its Subsidiaries has performed in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contract, and (iv) no other party to any Company Contract is, to the knowledge of the Company, in material violation or default in any respect thereunder.

Certain Contracts. (a) Neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in that would be required to be filed pursuant to Item 601(b)(10) of Regulation S-K of the SEC) SEC and that is to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, ; (ivii) that contains (A) any a non-competition compete or exclusive dealing agreementclient or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any other agreement or obligation which purports line of business in any geographic area, or, to limit or restrictthe knowledge of Company, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger could restrict the ability of the CompanyParent, the Surviving Company Subsidiaries or the Final Surviving Corporation to conduct any of their respective businesses or, Subsidiaries to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or geographic area; (Biii) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the obligates Company or any of its Subsidiaries or, following to conduct business on an exclusive or preferential basis with any third party or upon consummation of the TransactionMerger will obligate Parent, Parent the Surviving Company or its Subsidiariesany of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, to own, operate, sell, transfer, pledge or otherwise dispose in any case of any material assets or business, the preceding which is material; (viv) with or to a labor union or guild (including any collective bargaining agreement), ; (v) that pertains to a material joint venture or material partnership agreement; (vi) containing a “most favored nation” clause that is an indenture, credit agreement, loan agreement, guarantee or other similar term providing preferential pricing or treatment agreement relating to a party (other than the material indebtedness of Company or its Subsidiariesany Subsidiary, or of any third party for which Company or any Subsidiary is a guarantor or is otherwise liable; (vii) that requires Company or any Subsidiary to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is material to with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of Company or its Subsidiariesany Subsidiary; or (x) that would prevent, materially delay or materially impede Company’s ability to consummate the Merger or the other transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties thereto.” (b) (i) Each Company Contract is valid and binding on the Company or its applicable Subsidiary Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) the Company and each Company Subsidiary of its Subsidiaries and, to Company’s knowledge, each other party thereto has in all material respects duly performed all obligations required to be performed by it to date under each Company Contract, Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a material breach, violation or default on the part of the Company or any of its Subsidiaries or, to Company’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Company’s knowledge, threatened with respect to any Company Contract.

Certain Contracts. (a) Neither Except as set forth in Section 4.14(a) of the Company FTC Disclosure Schedule, neither FTC nor any Company Subsidiary of its Subsidiaries is a party to, is bound or affected by, receives or is obligated to pay compensation or bound by any contract, arrangement, commitment or understanding (whether written or oral) benefits under (i) with respect any agreement, arrangement or commitment, including any agreement, indenture or other instrument relating to the employment borrowing of money by FTC or any of the Subsidiaries or the guarantee by FTC or any of the Subsidiaries of any directorsobligation except for deposit liabilities, officersfederal funds purchased, employees or consultants, other than borrowings from the Federal Home Loan Bank and securities repurchase agreements entered into in the ordinary course of business consistent with past practice, business; (ii) whichany contract, agreement or understanding with a labor union; (iii) any agreement, arrangement or understanding pursuant to which any payment (whether of severance pay or otherwise) became or may become due to any director, officer or employee of FTC or any of the Subsidiaries upon execution of this Agreement or upon or following consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon in connection with the occurrence of any additional acts or events); (iv) result in any payment agreement, arrangement or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, understanding to which FTC or any of their respective the Subsidiaries is a party or by which any of them is bound which limits the freedom of FTC or any of the Subsidiaries to compete in any officer line of {JX489484.11} PD.35183901.7 business or employee with any person, or that involve any restriction of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof, (iv) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, in any material respect the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner geographic area in which, or the localities in method by which, all they may carry on their business (other than as may be required by law or any portion Governmental Entity); (v) any joint venture, partnership or similar agreement, arrangement or understanding providing for the sharing of profits, losses, costs or liabilities by FTC or FBT with any other person; (vi) any purchase and assumption agreement with the business of the Company or its Subsidiaries is or would be conducted FDIC; or (Bvii) any agreement that grants any right of first refusal other agreement, arrangement or right of first offer or similar right or that limits or purports understanding to limit the ability of the Company which FTC or any of its the Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (v) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to is a party (other than the Company or its Subsidiaries) that and which is material to the Company business, operations assets, liabilities, condition (financial or its otherwise) or results of operations of FTC and the Subsidiaries, taken individually or as a whole (excluding loan agreements or agreements relating to deposit accounts); in each of the foregoing cases whether written or oral. Each contract, arrangement, commitment or understanding of the type described in this Section 5.134.14(a), whether or not set forth in the Company FTC Disclosure Schedule, is referred to herein as a “Company FTC Material Contract,” and neither the Company FTC nor any of its Subsidiaries knows of, or has received written notice of, of any default or any violation of any Company Contract the above by any of the other parties theretothereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC. Except as set forth in Section 4.14(a) of the FTC Disclosure Schedule, neither FTC nor any of its Subsidiaries is a party to any agreement, arrangement or commitment relating to the employment of a consultant or the employment, retirement, election or retention in office of any present or former director, officer or employee of FTC or FBT (other than those which are terminable at will without any further amounts being payable thereunder as a result of termination by FTC or FBT). (b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on FTC, (i) Each Company each FTC Material Contract is valid and binding on the Company FTC or one of its applicable Subsidiary and is Subsidiaries, as applicable, in full force and effect, and enforceable against, to the FTC’s knowledge, the other party(ies) thereto in accordance with their respective terms (except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), (ii) the Company FTC and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company FTC Material Contract, and no material nonperformance or defaults have been asserted in writing by the third-party counterparty thereto, (iii) to FTC’s knowledge, each third-party counterparty to each FTC Material Contract has in all respects performed all obligations required to be performed by it to date under such FTC Material Contract, and (iiiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company FTC or any of its Subsidiaries under any such Company FTC Material Contract.

Certain Contracts. (a) Neither the Company Norwest nor any Company Subsidiary of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees officers or consultantsemployees, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent▇▇▇▇▇ Fargo, Norwest, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofNorwest Reports, (iv) that contains (A) which materially restricts the conduct of any non-competition line of business by Norwest or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the upon consummation of the Transaction would purport to limit or restrict, in any material respect Merger will materially restrict the ability of the Company, the Company Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or the manner engage in which, or the localities any line of business in which, all or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesswhich a bank holding company may lawfully engage, (v) with or to a labor union or guild (including any collective bargaining agreement), ) or (vi) containing a “most favored nation” clause (including any stock option plan, stock appreciation rights plan, restricted stock plan or other similar term providing preferential pricing stock purchase plan) any of the benefits of which will be increased, or treatment to a party (the vesting of the benefits of which will be accelerated, by the occurrence of any stockholder approval or the consummation of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, other than (with respect to clauses (ii) and (vi) of this sentence) the Company or its Subsidiaries) that Norwest Corporation Directors' Stock Deferral Plan and the Norwest Corporation Employees' Stock Deferral Plan. Norwest has previously made available to ▇▇▇▇▇ Fargo true and correct copies of all employment and deferred compensation agreements which are in writing and to which Norwest is material to the Company or its Subsidiariesa party. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.14(a), whether or not set forth in the Company Norwest Disclosure Schedule, is referred to herein as a “Company "Norwest Contract,” ", and neither the Company Norwest nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract the above by any of the other parties theretothereto which, either individually or in the aggregate, will have a Material Adverse Effect on Norwest. (b) (i) Each Company Norwest Contract is valid and binding on the Company Norwest or any of its applicable Subsidiary Subsidiaries, as applicable, and is in full force and effect, (ii) the Company Norwest and each Company Subsidiary of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Norwest Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on Norwest, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company Norwest or any of its Subsidiaries under any such Company Norwest Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on Norwest.

Certain Contracts. (a) Neither Except for this Agreement, the Company nor any Benefit Plans and as set forth in Section 3.13(a) of the Company Subsidiary Disclosure Schedule, as of the date hereof, none of the Company, its Subsidiaries or the Affiliated Medical Practices is a party to or nor is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that which is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (ivii) that contains (A) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following materially restricts the consummation of the Transaction would purport to limit or restrict, in any material respect the ability rights of the Company, the Company its Subsidiaries or the Final Surviving Corporation Affiliated Medical Practices to conduct their respective businesses orcompete in any line of business in any geographic area or with any Person, to solicit customers or which requires exclusive referrals of business or requires the Company, its Subsidiaries or the manner in which, Affiliated Medical Practices to offer specified products or the localities in which, all services to their customers on a priority or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessexclusive basis, (viii) with or to a labor union or guild (including any collective bargaining agreement), (iv) which relates to the incurrence of Indebtedness in the principal amount of $100,000 or more, (v) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company, its Subsidiaries or the Affiliated Medical Practices, or (vi) containing a “most favored nation” clause which involves the purchase or other similar term providing preferential pricing sale of assets with an aggregate purchase price of $100,000 or treatment to a party (other than the Company or its Subsidiaries) that is material to the Company or its Subsidiariesmore. Each contract, arrangement, commitment or understanding of the type described in this Section 5.133.13(a), whether or not publicly disclosed in the Company SEC Reports filed prior to the date hereof or set forth in Section 3.13(a) of the Company Disclosure Schedule, is referred to herein as a “Company Contract,” ”, and neither none of the Company nor any of Company, its Subsidiaries knows of, or the Affiliated Medical Practices has received written notice of, of any material violation of any a Company Contract by any of the other parties thereto. The Company has made available all contracts which involved payments by the Company, its Subsidiaries or the Affiliated Medical Practices in fiscal year 2009 of more than $100,000 or which could reasonably be expected to involve such payments during fiscal year 2010 of more than $100,000, other than any such contract that is terminable at will on sixty (60) days or less notice without payment of a penalty in excess of $50,000, or other than any contract entered into on or after the date hereof that is permitted under the provisions of Section 5.03. (b) Except as set forth in Section 3.13(b) of the Company Disclosure Schedule, (i) Each each Company Contract is valid and binding on the Company or Company, its applicable Subsidiary Subsidiaries and is the Affiliated Medical Practices, as applicable, and in full force and effecteffect (other than due to the ordinary expiration of the term thereof), and, to the Knowledge of the Company, is valid and binding on the other parties thereto, in each case, as enforceability may be limited by the Bankruptcy and Equity Exceptions, (ii) each of the Company Company, its Subsidiaries and each Company Subsidiary the Affiliated Medical Practices has in performed all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, would constitute a material default on the part of the Company or any of Company, its Subsidiaries or the Affiliated Medical Practices under any such Company Contract, except, in each case, with respect to the foregoing clauses (i) through (iii) as would not reasonably be expected to result in, either individually or in the aggregate, a Company Material Adverse Effect.

Certain Contracts. (a) Neither Except as set forth in the Company exhibit index to the SuperMedia 2011 10-K or as set forth on Section 3.13 of the SuperMedia Disclosure Schedule, neither SuperMedia nor any Company SuperMedia Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect any Contract relating to the employment incurrence or guarantee of Indebtedness by SuperMedia or any directors, officers, employees or consultants, other than SuperMedia Subsidiary in an amount in excess in the ordinary course aggregate of business consistent with past practice$10,000,000 (collectively, “SuperMedia Instruments of Indebtedness”), (ii) which, upon execution of this Agreement or consummation or stockholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof), (iv) that contains (Aiii) any non-competition or exclusive dealing agreementContract, or any other agreement or obligation which purports to limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, restrict in any material respect (A) the ability of the Company, the Company SuperMedia or its Subsidiaries or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business of SuperMedia and the SuperMedia Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Dex Surviving Company or and its Subsidiaries Subsidiaries, is or would be conducted or conducted, (Biv) any Contract providing for any payments to an officer, director or Affiliate of SuperMedia or, in excess of $1,000,000, to any other Person that are conditioned, in whole or in part, on a change of control of SuperMedia or any SuperMedia Subsidiary, (v) any collective bargaining agreement or other agreement or arrangement with any labor organization, (vi) any joint venture or partnership agreement related to the formation, creation, operation or management or any joint venture or partnership that is material to SuperMedia and the SuperMedia Subsidiaries, taken as a whole, (vii) any Contract that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company SuperMedia or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, SuperMedia Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (vviii) with or to a labor union or guild (including any collective bargaining agreement), or (vi) containing material Contract that contains a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party third party, and (other than ix) any Contract not made in the Company or its Subsidiariesordinary course of business which (A) that is material to SuperMedia and the Company SuperMedia Subsidiaries taken as a whole or its Subsidiaries. Each contract, arrangement, commitment or understanding (B) which would reasonably be expected to materially delay the consummation of the type described in Mergers or any other transaction contemplated by this Section 5.13Agreement (collectively, whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract,” and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any of the other parties theretoSuperMedia Material Contracts”). (b) With such exceptions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SuperMedia: (i) Each Company SuperMedia Material Contract is valid and binding on SuperMedia (or, to the Company or its applicable extent a Subsidiary of SuperMedia is a party, such Subsidiary) and, to the Knowledge of SuperMedia, any other party thereto, and is in full force and effecteffect and enforceable against SuperMedia or a SuperMedia Subsidiary, as applicable (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies); and (ii) Neither SuperMedia nor any SuperMedia Subsidiary is, and, to the Knowledge of SuperMedia, no other party thereto is, in breach or default under any SuperMedia Material Contract. (c) Prior to the date hereof, SuperMedia has made available to Dex true and complete copies of all SuperMedia Material Contracts. (d) For purposes of this Agreement, “Indebtedness” of a Person means (i) all obligations of such Person for borrowed money, (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required of such Person evidenced by bonds, debentures, notes and similar agreements, (iii) all leases of such Person capitalized pursuant to be performed by it to date under each Company ContractGAAP, and (iiiiv) no event or condition exists that constitutes orall obligations of such Person under sale-and-lease back transactions, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any such Company Contractagreements to repurchase securities sold and other similar financing transactions.

Certain Contracts. (a) Neither Except as set forth in Section 4.13(a) of the Company Disclosure Schedule, neither the Company nor any the Company Subsidiary Bank is a party to or bound by any contract, arrangement, commitment or understanding contract (whether written or oral) (i) with respect to the employment service of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (ii) which, upon execution of this Agreement or the consummation or stockholder approval of the transactions contemplated by this Agreement Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, the Company, the Final Surviving Corporation, or any of their respective Subsidiaries to any officer officer, director, employee, agent or employee consultant of the Company or any Subsidiary thereofthe Company Bank, (iii) that which as of the date of this Agreement is a “material contract” contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or part after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereofAgreement, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) involving the payment of more than $20,000 per annum in the case of any one such agreement, (v) which materially restricts the conduct of any line of business by the Company or the Company Bank, (vi) that contains (A) any non-competition noncompetition or exclusive dealing agreement, agreements or any other agreement or obligation which that purports to materially limit or restrict, or following the consummation of the Transaction would purport to limit or restrict, restrict in any material respect the ability of the Company, Company or the Company Subsidiaries Bank to compete in any line of business or the Final Surviving Corporation to conduct their respective businesses or, to solicit customers with any person or the manner entity or in which, any geographic area (other than as may be required by Law or the localities in which, all by any Governmental Entity) or any portion of the business of the Company or its Subsidiaries is or would be conducted or (B) any agreement that which grants any right of first refusal or refusal, right of first offer or similar right right; (vii) any contract for, with respect to, or that limits contemplates, a possible merger, consolidation, reorganization, recapitalization or purports other business combination, or asset sale or sale of equity securities with respect to limit the ability Company or the Company Bank, other than this Agreement; (viii) any contract relating to the borrowing of money by the Company or the Company Bank or the guarantee by the Company or the Company Bank of any such obligation of a third party (other than deposit liabilities and Federal Home Loan Bank borrowings, contracts pertaining to fully-secured repurchase agreements and contracts relating to endorsements for payment, guarantees and letters of credit made in the ordinary course of business consistent with past practice), including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (ix) any contract that involves expenditures or receipts of the Company or the Company Bank in excess of $50,000 per year (other than pursuant to loans originated or purchased by the Company or the Company Bank in the ordinary course of business consistent with past practice); (x) any of its Subsidiaries or, following consummation of contract (other than a Plan) with respect to the Transaction, Parent employment or its Subsidiaries, to own, operate, sell, transfer, pledge or otherwise dispose compensation of any material assets officers or business, directors; (vxi) with or to a labor union or guild (including any collective bargaining agreement), or (vi) contract containing a “most favored nationnations” clause or other similar term providing preferential pricing or treatment to a party party; (xii) any contract relating to a joint venture, partnership, limited liability company agreement or other than the Company similar agreement or its Subsidiaries) that is material arrangement, or relating to the Company formation, creation or its Subsidiariesoperation, management or control of any partnership, limited liability company or joint venture, in each case with any third parties, or any contract which limits payments of dividends and (xiii) any Regulatory Agreement (as defined in Section 4.14). Each contract, arrangement, commitment or understanding contract of the type described in this Section 5.134.13(a), whether or not set forth in Section 4.13(a) of the Company Disclosure Schedule, is referred to herein as a “Company Contract,.” The Company has previously made available to Parent true and neither the Company nor any correct copies of its Subsidiaries knows of, or has received notice of, any violation of any Company Contract by any each contract of the other parties theretotype described in this Section 4.13(a). (b) Except as set forth in Section 4.13(b) of the Company Disclosure Schedule, (i) Each each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, (ii) each of the Company and each the Company Subsidiary Bank has performed in all material respects performed all obligations required to be performed by it to date under each Company Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a material default on the part of the Company or any of its Subsidiaries the Company Bank under any such Company Contract, and (iv) no other party to any Company Contract is, to the knowledge of the Company, in material violation or default in any respect thereunder.