Common use of Certain Contracts Clause in Contracts

Certain Contracts. (a) Except as disclosed in Section 4.13(a) of the Parent Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent nor any of its Subsidiaries is a party to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as of the date hereof.

Certain Contracts. (a) Except as disclosed set forth in the exhibit index for the Company's Report on Form 10-K for the year ended December 31, 2001 or as permitted pursuant to Section 4.13(a4.1 or as set forth on Section 3.1(f) of the Parent Company Disclosure Schedule, (i) neither Parent the Company nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it subsidiaries is a party that is material to or bound by (a) any agreement relating to the results incurring of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent indebtedness by the Company or any of its Subsidiaries is a party or by subsidiaries (including sale and leaseback transaction in excess of $2,100,000 and including capitalized lease transactions and other similar financing transactions) including, without limitation, any such agreement which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete contains provisions which in any line non-de-minimis manner restrict, or may restrict, the conduct of businessbusiness of the issuer thereof as currently conducted (collectively, in any geographic area or with any person"Instruments of Indebtedness"), and (iii) neither Parent nor any of its Subsidiaries is a party to (Ab) any collective bargaining "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (c) any non-competition agreement or (B) any other agreement or instrument obligation which purports to limit in any respect (i) the ability of the Company or its businesses to solicit customers or (ii) the manner in which, or the localities in which, all or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, or, following consummation of the transactions contemplated by this Agreement, Parent and its subsidiaries, is or would be conducted, (d) any agreement providing for the indemnification by the Company or a subsidiary of the Company of any person, other than customary agreements relating to the indemnity of directors, officers and employees of the Company or its subsidiaries, (e) any joint venture or partnership agreement, (f) any agreement that (I) grants any right of first refusal, refusal or right of first offer or similar right with respect or that limits or purports to any material assets or properties limit the ability of Parent the Company or any of its Subsidiariessubsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract), (IIg) requires referrals any contract or agreement providing for any material future payments that are conditioned, in whole or in part, on a change of business or requires Parent control of the Company or any of its Subsidiaries to make available investment opportunities subsidiaries, (h) any collective bargaining agreement, (i) any employment agreement or any agreement or arrangement that contains any material severance pay or post-employment liabilities or obligations to any person on a priority current or exclusive basisformer employee of the Company or its subsidiaries (any such person, hereinafter, an "Employee"), other than as required under law, (IIIj) requires Parent any agreement regarding any agent bank or other similar relationships with respect to lines of business, (k) any material agreement that contains a "most favored nation" clause, (l) any material agreement pertaining to the use of its Subsidiaries or granting any right to use or practice any product rights under any Intellectual Property, whether the Company is the licensee or service of another person on an exclusive basis or licensor thereunder, (IVm) relates any material agreements pursuant to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to of its subsidiaries leases any Personreal property, which Contract evidences and (n) any contract or relates to indebtedness other agreement not made in the principal amount ordinary course of $250,000 business which is material to the Company and its subsidiaries taken as a whole or morewhich would reasonably be expected to materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, other than depositscontracts and obligations of the type described in clauses (a) through (n) being referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Company (or, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in to the Ordinary Course extent a subsidiary of Business. For purposes the Company is a party, such subsidiary) and, to the knowledge of clause (i) abovethe Company, any contract (x) involving other party thereto and is in full force and effect. Neither the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent Company nor any of its Subsidiariessubsidiaries is in breach or default under any Company Material Contract. Neither the Company nor any subsidiary of the Company knows of, nor or has received notice of, any violation or default under (nor, to the Knowledge knowledge of Parentthe Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract by any other party thereto. Prior to the date hereof, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed the Company has made available to Parent true and complete copies of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) all Company Material Contracts. Except as set forth in Section 4.13(c3.1(f) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” there are no provisions in effect as any Instrument of Indebtedness that provide any restrictions on, or that require that any financial payment (other than payment of outstanding principal and accrued principal) be made in the event of, the repayment of the date hereof. Parent has previously made available outstanding indebtedness thereunder prior to the Company true and complete copies of each Parent Contract in effect as of the date hereofits term.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a3.13(a) of the Parent Camber Disclosure Schedule, as of the date hereof, neither Camber nor any Camber Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (each, a “Contract”), including any Camber Lease (defined below) but excluding any Camber Benefit Plan, that has not expired or been terminated as of the date of this Agreement (such that none of its provisions remains in force or effect, other than provisions of the type that customarily survive pursuant to their terms and that are not expected to give rise to material liability or materially restrict the business of Camber) and: (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it that is a party that “material contract” (as such term is material to defined in Item 601(b)(10) of Regulation S-K of the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, SEC); (ii) no commitmentthat contains a non-compete or client, agreement employee or customer non-solicit requirement or any other instrument to which Parent provision, in each case that materially restricts the conduct of any line of business by Camber or any of the Camber Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Combined Company or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries affiliates to compete engage in any line of business, business or in any geographic area or with any person, and region; (iii) neither Parent nor that is material and obligates Camber or any of its Subsidiaries is Camber Subsidiary to conduct business with any third party on a party to preferential or exclusive basis or contains material “most favored nation” or similar provisions; (iv) (A) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement or commitment that provides for or relates to any collective bargaining agreement indebtedness of Camber or any Camber Subsidiary, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements, or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Camber or any Camber Subsidiary of, or any similar commitment by Camber or any Camber Subsidiary with respect to, the obligations, liabilities or indebtedness of any other agreement person of the nature described in clause (A), in the case of each of clauses (A) and (B), in the principal amount of $500,000 or instrument more, other than any Camber Lease; (v) that is with any manufacturer, vendor, lessor or other supplier with respect to which manufacturer, vendor, lessor or other supplier the aggregate annual spend for the most recent fiscal year exceeded $500,000 for Camber and the Camber Subsidiaries, taken as a whole, pursuant to which Camber and the Camber Subsidiaries purchase or lease from such manufacturer, vendor, lessor, or other supplier (Ibut excluding ordinary course ordering documents, quotes, purchase orders, and similar documents); (vi) that is with any customer with respect to which customer the aggregate annual revenue for the most recent fiscal year exceeded $500,000 for Camber and the Camber Subsidiaries, taken as a whole, pursuant to which such customer purchases products and services from Camber and the Camber Subsidiaries (excluding ordinary course ordering documents, quotes, purchase orders, and similar documents); (vii) that grants any right of first refusal, right of first offer offer, or similar right of first negotiation with respect to any material assets assets, rights or properties of Parent Camber or any of its the Camber Subsidiaries, ; (IIviii) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on that is a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) consulting agreement involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 50,000 per annum (other than contracts relating to banking credit any such Contracts which are terminable by Camber or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause any Camber Subsidiary on sixty (i)60) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule days or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor less notice without any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan required payment or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such partyconditions, other than the payments contemplated by this Agreement.condition of notice); (dix) Each contractpursuant to which Camber or any Camber Subsidiary receives from any third party a license or similar right to any Intellectual Property (defined below) that is material to Camber, arrangementother than those that are received pursuant to Non-Scheduled Contracts (defined below); (x) that is a settlement, commitment consent or understanding similar agreement and contains any material continuing obligations of the type described Camber or any Camber Subsidiary, including without limitation any express patent license granted in this Section 4.13settlement of any assertion or allegation of patent infringement; (xi) that is a material joint venture, whether partnership or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available limited liability company agreement or other similar contract relating to the Company true formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such contract solely between Camber and complete copies its wholly-owned Subsidiaries or among Camber’s wholly-owned Subsidiaries; (xii) that relates to the acquisition or disposition of each Parent Contract in effect as of any person, business or asset and under which Camber or the date hereofCamber Subsidiaries have or may have a material obligation or liability.

Certain Contracts. (a) Except as disclosed in Section 4.13(aNeither the Company nor any Company Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) of the Parent Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach with respect to the employment of any commitmentdirectors, agreement officers, employees or consultants, other instrument to which it is a party that is material to than in the results ordinary course of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basisbusiness consistent with past practice, (ii) no commitmentwhich, agreement upon execution of this Agreement or other instrument to which Parent 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 its their respective Subsidiaries is a party to any officer or by which any employee of them is bound limits the freedom of Parent Company or any of its Subsidiaries to compete in any line of businessSubsidiary thereof, in any geographic area or with any person, and (iii) neither Parent nor any of its Subsidiaries that is a party “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 collective bargaining 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 other agreement or instrument that (I) grants any right of first refusal, refusal or right of first offer or similar right with respect or that limits or purports to any material assets or properties limit the ability of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent the Company or any of its Subsidiaries or, following consummation of the Transaction, Parent or its Subsidiaries, to make available investment opportunities to own, operate, sell, transfer, pledge or otherwise dispose of any person on a priority material assets or exclusive basisbusiness, (IIIv) requires Parent with or to a labor union or guild (including any of its Subsidiaries to use any product or service of another person on an exclusive basis collective bargaining agreement), or (IVvi) relates containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which a party (other than the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor ) that is material to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 4.135.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Company Contract,” in effect as 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 date hereof. Parent has previously made available to other parties thereto. (b) (i) Each Company Contract is valid and binding on the Company true or its applicable Subsidiary and complete copies 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 each Parent Contract in effect as time or both, will constitute, a material default on the part of the date hereofCompany or any of its Subsidiaries under any such Company Contract.

Certain Contracts. (a) Except as disclosed in Section 4.13(a) of the Parent Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Neither CCB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) any collective bargaining agreement or (Bi) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to the employment of any material assets directors, officers or properties employees other than in the ordinary course of Parent or any of its Subsidiariesbusiness consistent with past practice, (IIii) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basiswhich, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor upon the consummation or shareholder approval of the transactions contemplated hereunder by this Agreement will cause (either alone or upon the Company occurrence of any additional acts or Parent to become obligated to make a events) result in any payment in excess (whether of $50,000 severance pay or otherwise) becoming due from CCB, NCBC, the Surviving Corporation, or any of their respective Subsidiaries to any partyofficer or employee thereof, (iii) 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 CCB Reports, (iv) which materially restricts the conduct of any line of business by CCB or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including but not limited toany collective bargaining agreement) or (vi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any termination feeof the benefits of which will be increased, breakup fee or reimbursement feethe vesting of the benefits of which will be accelerated, pursuant to by the occurrence of any agreement shareholder approval or understanding between Parent or its Subsidiaries and such party, other than the payments consummation of any of the transactions contemplated by this Agreement. (d) , 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 party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.134.14(a), whether or not set forth in Section 4.13 of the Company CCB Disclosure Schedule, is referred to herein as a “Parent "CCB Contract” in effect as ", and neither CCB nor any of its Subsidiaries knows of, or has received notice of, any violation of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as above by any of the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on CCB. (i) Each CCB Contract is valid and binding on CCB or any of its Subsidiaries, as applicable, and in full force and effect, (ii) CCB and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date hereofunder each 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 which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of CCB or any of its Subsidiaries under any such CCB Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on CCB.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a3.14(a) of the Parent Discover Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement Schedule or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or as filed with any personDiscover Reports, and (iii) as of the date hereof, neither Parent Discover nor any 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) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct of any line of business by Discover or any of its Subsidiaries or upon consummation of the Mergers will materially restrict the ability of the Surviving Entity 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) 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 collective bargaining agreement 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 agreement person, in the case of each of clauses (A) and (B), in the principal amount of $40,000,000 or instrument more; (vi) that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent Discover or its Subsidiaries; (vii) that is a consulting agreement or data processing, software programming or 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 condition of notice); (viii) that is one of the contracts related to the 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, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings asset and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent Discover or its Subsidiaries will be the creditor) have or arrangement to which Parent is may have a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company material obligation or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.14(a), whether or not set forth in Section 4.13 of the Company Discover Disclosure Schedule, is referred to herein as a “Parent Discover Contract.” in effect as of the date hereof. Parent Discover has previously made available to the Company true Capital One true, correct and complete copies of each Parent 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 Discover nor any of its Subsidiaries has knowledge of, or has received notice of, any violation of any Discover Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Discover and (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Discover or any of its Subsidiaries or, to the knowledge of Discover, any other party thereto, of or under any such 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) Except as disclosed set forth in Section 4.13(a4.12(a) of the Parent Rand Disclosure ScheduleSchedule or as expressly contemplated by this Agreement, neither Rand nor its Subsidiary is a party to or bound by any Rand Contract that is: (i) neither Parent nor any a “material contract” (as such term is defined in Item 601(b)(10) of its Subsidiaries is 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 breach of any commitment, agreement the Rand SEC Reports filed prior to the date hereof or other instrument to which it is a party that is material to the Rand and its Subsidiary, taken as a whole, or their financial condition or results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, ; (ii) no commitment, agreement or other instrument except with respect to which Parent investments set forth in the Rand SEC Reports or any of its Subsidiaries is other arrangement regarding a party Portfolio Company, a joint venture, alliance or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and partnership agreement; (iii) neither Parent nor 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 Subsidiaries is a party Subsidiary) relating to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money in an amount in excess of $25,000 individually; (iv) a non-competition or non-solicitation contract or agreement that purports to limit the manner in which, or the localities in which, the business of Rand and its Subsidiary, taken as a whole, is conducted or the types of businesses that Rand and its Subsidiary, taken as a whole, conduct; (v) 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 receive in excess of $25,000 in the aggregate on or after the date of this Agreement, in each case, excluding payments received related to Portfolio Company investments; or (vi) other than any arrangement regarding any Portfolio Company, is a contract or agreement relating to the acquisition or disposition of any business or operations (whether directly or indirectly by way merger, sale of purchase money obligationstock, conditional sale, lease, purchase, guaranty sale of assets or otherwise, ) that has not yet been consummated (all Rand Contracts described in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause clauses (i) abovethrough (vi), any contract (x) involving collectively the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i“Rand Material Contracts”)) shall be deemed material. (b) Except as disclosed set forth in Section 4.13(b4.12(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Rand Disclosure Schedule, neither Parent nor any of (i) each Rand Material Contract is valid and binding on Rand or its SubsidiariesSubsidiary and, nor to the Knowledge knowledge of ParentRand, 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) Rand and its Subsidiary and, to Rand’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Rand Material Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of Rand or its Subsidiary or, to Rand’s knowledge, any other party thereto, is in default in any material respect thereto under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a partysuch Rand Material Contract. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as of the date hereof.

Certain Contracts. (a) Except as disclosed in Section 4.13(a) of the Parent Disclosure Schedule, (i) neither Neither Parent nor any of its the Parent Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is a "material contract" (as such term is defined in Item 601(b)(10) of SEC Regulation S-K) to be performed after the date of this Agreement that has not been made available to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basisCompany prior to the date hereof, (ii) no commitmentthat materially restricts the conduct of any material line of business by Parent or upon consummation of the 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, (iii) with or to a labor union or guild (including any collective bargaining agreement), or (iv) a credit agreement or other instrument indenture to which Parent or any of its Subsidiaries Parent Subsidiary is a party party, guarantor or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent nor any of its Subsidiaries is a party to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement pursuant to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment Indebtedness in excess of $50,000 to 5,000,000 of the Parent and/or any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Subsidiary is outstanding. Each contract, arrangement, commitment or understanding of the type described in clauses (i), (ii), (iii) and (iv) of this Section 4.134.14(a), whether or not set forth in Section 4.13 of the Company Parent Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously Schedule or made available to the Company true in the case of clause (i), is referred to as a "Parent Contract," and complete copies neither Parent nor any of the Parent Subsidiaries knows of, or has received notice of, any violation of any Parent Contract by any of the other parties thereto 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 Parent Contract is valid and binding on Parent or the applicable Parent Subsidiary, as applicable, and is in full force and effect, (ii) Parent and each of the Parent Subsidiaries has performed all obligations required to be performed by it to date under each Parent Contract, and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a default on the part of Parent or any of the Parent Subsidiaries under any such 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 as of on the date hereofhereof 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) Except as disclosed set forth in Section 4.13(a4.14(a) of the Parent Comerica Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement Schedule or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or as filed with any personComerica Reports, and (iii) as of the date hereof, neither Parent Comerica nor any 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) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct of any line of business by Comerica or any of its Subsidiaries or upon consummation of the Mergers will materially restrict the ability of the Surviving Entity 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) 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) pursuant to which (A) any collective bargaining agreement license, covenant not to sue or other right is granted or received by Comerica or any of its Subsidiaries with respect to material Intellectual Property (other than non-exclusive licenses for commercially available off-the-shelf Software or granted to customers in the ordinary course of business) or (B) Comerica or any other agreement of its Subsidiaries has assigned, transferred, sold, purchased, acquired or instrument obtained, any material Intellectual Property, or has agreed to do any of the foregoing; (vii) that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent 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, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract ; or (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor that relates to the Knowledge acquisition or disposition of Parentany person, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan business or other commitment (except those asset and under which Parent Comerica or its Subsidiaries will be the creditor) have or arrangement to which Parent is may have a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company material obligation or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.134.14(a), whether or not set forth in Section 4.13 of the Company Comerica Disclosure Schedule, is referred to herein as a “Parent Comerica Contract.” in effect as of the date hereof. Parent Comerica has previously made available to the Company true Fifth Third true, correct and complete copies of each Parent 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 Comerica nor any of its Subsidiaries has knowledge of, or has received notice of, any violation of any Comerica Contract by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Comerica and (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Comerica or any of its Subsidiaries, or to the knowledge of Comerica, any other party thereto, of or under any such 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) Except as disclosed in Section 4.13(a) As of the Parent Disclosure Scheduledate of this Agreement, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent PRISA nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) any collective bargaining agreement or (Bi) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to the employment of any material assets directors or properties executive officers, other than in the ordinary course of Parent business consistent with past practice, (ii) which, upon 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 (whether of severance pay or otherwise) becoming due to any officer or employee of PRISA or any of its Subsidiaries, (IIiii) requires referrals 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, in whole or part, after the date of this Agreement, (iv) which materially restricts the conduct of any line of business or requires Parent by PRISA or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) upon consummation of the Parent Disclosure Schedule Share Exchange will materially restrict the business of PRISA or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to or (v) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the Knowledge benefits of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be increased, or the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) vesting of the Parent Disclosure Schedulebenefits of which will be accelerated or modified, neither by the entering into occurrence of this Agreement nor any stockholder approval or the consummation of any of the transactions contemplated hereunder by this Agreement and the Ancillary Agreements, or the value of any of the benefits of which will cause be calculated on the Company or Parent to become obligated to make a payment in excess basis of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than of the payments transactions contemplated by this Agreement. (d) Agreement and the Ancillary Agreements. Each contract, arrangement, commitment or understanding of the type described in this Section 4.137.12(a), whether or not set forth in Section 4.13 of the Company PRISA Disclosure Schedule, is referred to herein as a “Parent PRISA Material Contract,” in effect as and neither PRISA nor any of its Subsidiaries has Knowledge of, or has received notice of, any violation of the date hereofabove by any of the other parties thereto, which has had a Material Adverse Effect on PRISA. Parent PRISA has previously made available to the Company Liberty true and complete correct copies of each Parent Contract in effect as all PRISA Material Contracts, including all schedules, exhibits, annexes and amendments thereto. (b) (i) As of the date hereofof this Agreement, each PRISA Material Contract is valid and binding on PRISA or any Subsidiary of PRISA, as applicable, and in full force and effect, (ii) PRISA and each Subsidiary of PRISA has performed all obligations required to be performed by it to date under each PRISA Material Contract, except where such noncompliance would not have a Material Adverse Effect on PRISA, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of PRISA or any Subsidiary of PRISA under any such PRISA Material Contract, except where such default would not have a Material Adverse Effect on PRISA.

Certain Contracts. (a) Except as disclosed in Section 4.13(a) 5.23 of the Parent Company Disclosure Schedule, Letter contains a list of all of the following contracts or agreements (iother than those set forth on an exhibit index in the Company Reports filed on or prior to the date of this Agreement) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent Company or any Subsidiary of its Subsidiaries the Company is a party or by which any of them is bound limits as of the freedom date of Parent 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) 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) (all contracts or agreements of the types described in clauses (i) through (v) being referred to herein as "Company Material Contracts"). (b) As of the date of this Agreement, each Company Material Contract is, to the knowledge of the Company, in full force and effect, and the Company and each of its Subsidiaries have in all material respects performed all obligations required to compete be performed by them to date under each Company Material Contract to which it is a party, except where such failure to be binding or in any line of businessfull force and effect or such failure to perform does not and is not reasonably likely to create, individually or in any geographic area or with any personthe aggregate, a Company Material Adverse Effect. Except for such matters as do not and (iii) are not reasonably likely to have a Company Material Adverse Effect, neither Parent the Company nor any of its Subsidiaries is a party to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving knows of, or has received written notice of, any breach of or violation or default under (nor, to the payment knowledge of more than $100,000 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) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) has received written notice of the Parent Disclosure Schedule or Section 4.15(a) desire of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party theretoor parties to any such Company Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. Each Company Material Contract is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause enforceable by the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 Subsidiary of the Company Disclosure Schedulein 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 referred not reasonably likely to herein as create, individually or in the aggregate, a “Parent Contract” in effect as of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as of the date hereofMaterial Adverse Effect.

Certain Contracts. (a) Except as disclosed in the Raritan Disclosure Schedule under this Section 4.13(aor Section 3.5, (i) neither Raritan nor any Raritan Subsidiary is a party to or bound by any contract or understanding (whether written or oral) with respect to the employment or termination of any present or former officers, employees, directors or consultants and (ii) the consummation of the Parent transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Raritan or any Raritan Subsidiary to any officer, employee, director 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 consultants to which Raritan or any Raritan Subsidiary is a party. (b) Except as disclosed in the Raritan Disclosure Schedule, (i) as of the date of this Agreement, neither Parent Raritan nor any of its Subsidiaries Raritan Subsidiary is in breach of a party to or bound by any commitment, agreement or other instrument to which it is 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 cannot be terminated by Raritan or its subsidiary without consent of the other party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basisthereto, (ii) no commitment, agreement or other instrument to which Parent Raritan or any of its Subsidiaries Raritan Subsidiary is a party or by which any of them is bound limits the freedom of Parent Raritan or any of its Subsidiaries Raritan Subsidiary to compete in any line of business, in any geographic area business or with any person, and (iii) neither Parent Raritan nor any of its Subsidiaries Raritan Subsidiary is a party to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed materialagreement. (bc) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Raritan Disclosure Schedule, neither Parent Raritan nor any of its SubsidiariesRaritan Subsidiary nor, nor to the Knowledge knowledge of ParentRaritan, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a partyarrangement. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as of the date hereof.

Certain Contracts. (a) Except as disclosed in Section 4.13(a) 6.23 of the Parent Transocean Disclosure ScheduleLetter contains a list of all of the following contracts, commitments or agreements (iother than those set forth on an exhibit index in the Transocean Reports filed prior to the date of this Agreement) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent Transocean or any Subsidiary of its Subsidiaries Transocean is a party or by which any of them or their assets is bound limits as of the freedom date of Parent 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 Transocean and its Subsidiaries to compete in any line of businessSubsidiaries, in any geographic area or with any persontaken as a whole, and will not be material to Transocean and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction or conversion contract with respect to which the drilling unit has not been delivered and paid for, (iii) neither Parent nor any drilling contracts of its Subsidiaries is a party to one year or greater remaining duration, including fixed price customer options, (Aiv) any collective bargaining contract or agreement for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (Bv) any other employment agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent between Transocean or any of its Subsidiaries, (II) requires referrals of business or requires Parent or on the one hand, and any of its Subsidiaries to make available investment opportunities to any person Transocean’s officers and key employees, on a priority or exclusive basisthe other hand, (IIIvi) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligationagreement which, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor upon the consummation of the transactions contemplated hereunder will cause the Company Merger or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments transaction contemplated by this Agreement. , will (deither alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Transocean or GlobalSantaFe or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) 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). Each contract, arrangement, commitment or understanding of the type described in this Section 4.136.23(a), whether or not set forth included as an exhibit to any Transocean Report or included in Section 4.13 6.23 of the Company Transocean Disclosure ScheduleLetter, is referred to herein as a “Parent Transocean Material Contract,” and for purposes of Section 7.1 and the 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 this Agreement. (b) Each Transocean Material Contract is, to the knowledge of Transocean, in full force and effect, and Transocean and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Transocean Material Contract to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to create, individually or in the aggregate, a Transocean Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the 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 date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as desire of the date hereofother party or parties to any such Transocean 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) Except as disclosed in on Section 4.13(a3.13(a) of the Parent Target Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Target nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) any collective bargaining agreement or (Bi) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to the employment of any material assets directors, officers, employees, consultants, independent contractors or properties other service providers other than in the ordinary course of Parent or any of its Subsidiariesbusiness consistent with past practice, (IIii) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basisthat, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into upon execution of this Agreement nor the or consummation or shareholder approval of the transactions contemplated hereunder by this Agreement, will cause (either alone or upon the Company occurrence of any additional acts or Parent to become obligated to make a events) result in any payment in excess or benefits (whether of $50,000 severance pay or otherwise) becoming due from Buyer, Target, the Surviving Corporation, or any of their respective Subsidiaries to any partycurrent, former or retired officer, employee, director, consultant, independent contractor or other service provider of 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 Target SEC Reports filed before the date hereof, (iv) that materially restricts the conduct of any line of business by Target or, to the knowledge of Target, upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including but not limited to, any termination fee, breakup fee collective bargaining agreement) or reimbursement fee, pursuant (vi) as to any agreement stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or understanding between Parent restricted stock units, stock purchase plan, employee stock ownership plan or its Subsidiaries and such partybenefits plan in which any of the benefits of which will be increased, other than or the payments 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. (d) , 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 4.133.13(a), whether or not set forth in Section 4.13 of the Company Target Disclosure Schedule, is referred to herein as a “Parent Target Contract,” in effect as and neither Target nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Target Contract by any of the other parties thereto. (i) Each Target Contract is valid and binding on Target or its applicable Subsidiary and is in full force and effect, (ii) Target and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date hereof. Parent has previously made available to under each 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 Company true and complete copies part of each Parent Contract in effect as Target or any of the date hereofits Subsidiaries under any such Target Contract.

Certain Contracts. (a) Except as disclosed in Section 4.13(a) Seller Disclosure Schedule 3.13(a), neither Seller nor any of the Parent Disclosure ScheduleSubsidiaries is a party to, is bound or affected by, receives or is obligated to pay benefits under (i) neither Parent nor any agreement, arrangement or commitment, including any agreement, indenture or other instrument relating to the borrowing of money by Seller or any of its the Subsidiaries is in breach or the guarantee by Seller or any of the Subsidiaries of any commitmentobligation except for deposit liabilities and federal funds purchased in the ordinary course of business; (ii) 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 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 other instrument understanding with a labor union; (iv) any agreement, arrangement or understanding pursuant to which it is a party that is material any payment (whether of severance pay or otherwise) became or may become due to the results any director, officer or employee of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent Seller or any of its the Seller Subsidiaries upon execution of this Agreement or upon or following consummation of the transactions contemplated by this Agreement (either alone or in connection with the occurrence of any additional acts or events); (v) any agreement, arrangement or understanding to which Seller or any of the Subsidiaries is a party or by which any of them the same is bound which limits the freedom of Parent Seller or any of its the Subsidiaries to compete in any line of business, in any geographic area 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 regulatory agency); (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 FDIC, the FRB or any other regulatory agency; (iiivii) neither Parent nor any joint venture, partnership or similar agreement, arrangement or understanding providing for the sharing of profits, losses, costs or liabilities by Seller or any of its the Subsidiaries with any other person; or (viii) any other agreement, arrangement or understanding to which Seller or any of the Subsidiaries is a party and which is material to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right the business, results of first refusaloperations, right of first offer or similar right with respect to any material assets or properties financial condition of Parent Seller and the Subsidiaries taken as a whole (excluding loan agreements or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions accounts); in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) each of the Parent Disclosure Schedule foregoing cases whether written or Section 4.15(a) of the Parent Disclosure Scheduleoral; (each such agreement listed, neither Parent nor any of its Subsidiariesor required to be listed, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, 3.13(a) is referred to herein as a “Parent Contract” in effect as Seller Agreement”). Neither Seller nor any of the date hereofSubsidiaries has any obligation to make any additional capital contributions with respect to any matter described in clause (vii) of Seller Disclosure Schedule 3.13(a). (b) 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. Parent has previously made available Each Seller Agreement is legal, valid, binding and enforceable against Seller or applicable Subsidiary and, to the Company true 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 complete copies except that the availability of each Parent Contract in effect as equitable remedies (including specific performance) is within the discretion of the date hereofcourt before which any proceeding may be brought. With respect to each Seller Agreement, such Seller Agreement is in full force and effect in accordance with its terms; all rents and other monetary amounts that may have become due and payable thereunder have been paid.

Certain Contracts. (a) Except as disclosed in Section 4.13(a) of Neither the Parent Disclosure Schedule, (i) neither Parent Company nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party to or by which any of them is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC or required to be disclosed by the Company on a Current Report on Form 8-K) to be performed in whole or in part after the date of this Agreement, (ii) which (A) limits the freedom of Parent the Company or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent nor or which requires referrals of business or requires the Company or any of its Subsidiaries is to make available business opportunities or products or services to any person on a party priority, equal or exclusive basis (including any “preferred provider” type contracts or other agreements for products and services offered by the Company or its Subsidiaries to (Atheir customers) any collective bargaining agreement or (B) is an agreement of the types referred to in clause (A) that could apply to Acquiror or any of its affiliates after the Closing by reason of the Merger and the other agreement transactions contemplated by this Agreement and the Voting Agreement, (iii) which relates to the incurrence of indebtedness by the Company or instrument that any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (Iiv) which provides for any guaranty of third party obligations, other than any guaranty by the Company of its Subsidiaries’ obligations, (v) which grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent the Company or any of its Subsidiaries, (IIvi) requires referrals which limits the payment of business dividends by the Company or requires Parent any of its Subsidiaries, (vii) which relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with any third parties, (viii) which relates to an acquisition, divestiture, merger or similar transaction and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect, (ix) which provides for material payments to be made by the Company or any of its Subsidiaries to make available investment opportunities to any person on upon a priority or exclusive basischange in control thereof, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) which is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 500,000 per annum (other than any such contracts which are terminable by the Company or its applicable Subsidiary on 60 days or less notice without any required payment or other conditions (yother than the condition of notice)), (xi) with a remaining term which relates to the performance of greater than six months material third-party clearing or execution services, (xii) which is not of the type described in clauses (i) through (xi) above and which involved payments by, or to, the Company or any of its Subsidiaries in fiscal year ended December 31, 2010, or which could reasonably be expected to involve the payment such payments during fiscal year ending December 31, 2011, of more than $75,000 500,000, (other than contracts relating xiii) which relates to banking credit or deposit transactions material Proprietary Rights (as defined in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (iSection 4.20(a)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule owned or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause licensed by the Company or Parent licensed to become obligated third parties (including permitting third parties to make a payment use the name “optionsXpress” or any variant thereof), or (xiv) which relates to material contracts related to IT Assets (as defined in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Section 4.20(b)). Each contract, arrangement, commitment or understanding of the type described in this Section 4.134.14(a), whether or not set forth publicly disclosed in Section 4.13 of the Company Disclosure ScheduleReports filed since January 1, 2010 and prior to the date hereof, is referred to herein as a “Parent Company Contract” in effect as of the date hereof”. Parent The Company has previously made available to the Company true Acquiror true, correct and complete copies of each Parent Company Contract. (b) Except as would not be material to the Company and its Subsidiaries taken as a whole, (i) each Company Contract is valid and binding on the Company or its applicable Subsidiary and in effect as full force and effect, and, to the knowledge of the Company, is valid and binding on the other parties thereto, (ii) the Company and each of its Subsidiaries and, to the knowledge of the Company, each of the other parties thereto, has performed all obligations required to be performed by it to date hereofunder each Company Contract and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default (including the non-payment of fees) on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, under any such Company Contract. No party to any Company Contract has given the Company or any of its Subsidiaries written notice of its intention to cancel, terminate, materially change the scope of rights under or fail to renew any Company Contract and neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any other party to any Company Contract, has repudiated in writing any material provision thereof.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a3.15(a) of the Parent Company Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, plan, commitment or understanding (Awhether written or oral) any collective bargaining agreement or (Bi) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to the employment of any directors, officers, employees or consultants, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Buyer, the Company, the Bank, the Surviving Corporation, the Surviving Bank, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a material assets contract (as 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 with or properties incorporated by reference in the Company Reports, (iv) which is an agreement, not otherwise described by clauses (i) through (iii) hereof, involving the payment by the Company or any of Parent its Subsidiaries of more than $100,000 per annum, (v) which materially restricts the conduct of any line of business of the Company or any of its Subsidiaries, or (IIvi) requires referrals of business or requires Parent or under which any of its Subsidiaries to make available investment opportunities to any person on a priority the benefits will be increased, or exclusive basisthe vesting of the benefits will be accelerated, (III) requires Parent or by the occurrence of any of its Subsidiaries to use the transactions contemplated by this Agreement, or the value of any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect the benefits of which will be calculated on the Company or basis of any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in of the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 transactions contemplated by this Agreement (other than contracts relating to banking credit those plans, agreements or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as arrangements set forth in Section 4.13(c3.11(a) of the Parent Company Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) ). Each contract, arrangement, plan, commitment or understanding of the type described in this Section 4.133.15(a), whether or not set forth in Section 4.13 3.15(a) of the Company Disclosure Schedule, is referred to herein as a “Parent "Company Contract” in effect as of the date hereof"). Parent The Company has previously made available to the Company true Buyer true, complete and complete correct copies of each Parent Company Contract and any amendments or modifications thereof. (b) Except as set forth in effect as Section 3.15(b) of the Company Disclosure Schedule, (i) each Company Contract is valid and binding and in full force and effect, (ii) the Company and each of its Subsidiaries have performed all obligations required to be performed by it to date hereofunder each Company Contract, 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 which constitutes or, after notice or lapse of time or both, would constitute, a 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) Except as disclosed in Section 4.13(a) of the Parent Disclosure Schedule, (i) neither Parent Neither the Company nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it subsidiaries is a party to or bound by (i) any agreement relating to the incurring of indebtedness, (ii) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any substantial portion of the business of the Company and its subsidiaries, taken as a whole, is or would be conducted, (iv) any agreement providing for the indemnification by the Company or a subsidiary of the Company of any person, except an agreement entered into in the ordinary course of business, (v) any joint venture, partnership or similar document or agreement, (vi) any agreement that limits or purports to limit the ability of the Company or any of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any assets having an aggregate value in excess of $1,000,000 (other than in connection with securitization or financing transactions), (vii) any contract or agreement providing for future payments that are conditioned, in whole or in part, on a change of control of the Company or any of its subsidiaries, (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), other than as required under law, (x) any resort affiliation agreement, (xi) any agreement that contains a "most favored nation" 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 strategic corporate relationship that requires payment of at least $1,000,000 thereunder by the Company or any of its subsidiaries or which is not cancellable by either party thereto on 30 days' notice or (xiv) any contract or other agreement not made in the ordinary course of business which is material to the results of operations, cash flows or financial condition of Parent Company and its Subsidiaries on subsidiaries taken as a consolidated basis, (ii) no commitment, agreement whole or other instrument to which Parent would prohibit or delay the consummation of the Merger or any of its Subsidiaries the transactions contemplated by this Agreement and the Stock Option Agreement (the agreements, contracts and obligations of the type described in clauses (i) through (xiii) being referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Company (or, to the extent a subsidiary of the Company is a party or by which any of them party, such subsidiary) and is bound limits in full force and effect. Neither the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Company nor any of its Subsidiaries subsidiaries is in a party 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 (Athe 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 collective bargaining Company Material Contract by the other party thereto. (ii) There is no agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty noncompete or otherwise), in respect of commitment, judgment, injunction, order or decree to which the Company or any Subsidiary of its subsidiaries or affiliates is an obligor to any Person, a party or which Contract evidences is otherwise binding upon the Company or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor subsidiaries or affiliates which has or reasonably would be expected to have the Knowledge effect of Parent, prohibiting or impairing any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed business practice of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess any of $50,000 to any party, including but not limited toits subsidiaries or affiliates, any termination fee, breakup fee acquisition of property (tangible or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated intangible) by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as or any of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as of the date hereofits subsidiaries.

Certain Contracts. (a) Except The Disclosure Schedule attached hereto as disclosed in Section 4.13(aSchedule 3.13 (the “Disclosure Schedule”) lists, as of the Parent Disclosure Scheduledate hereof, (i) neither Parent nor any each of its Subsidiaries is in breach of any commitmentthe following contracts, agreement agreements or other instrument arrangements to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries Company is a party or by which any of them it is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent nor any of its Subsidiaries is a party to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause bound: (i) above, any contract (x) involving for the payment purchase or sale of services, materials, products or supplies which involve aggregate payments by the Company of more than $100,000 10,000 for each such agreement or (y) with a remaining term of greater than six months and reasonably expected involve aggregate payments to involve the payment Company of more than $75,000 10,000 for each such agreement or other statutory or regulatory requirements), (ii) promissory notes, loans, agreements, indentures, evidences of indebtedness or other than contracts relating to banking credit instruments providing for the lending of money, whether as borrower, lender or deposit transactions guarantor (excluding trade payables or receivables arising in the Ordinary Course ordinary course of Businessbusiness), which shall not be deemed material for purposes (iii) any contract or other agreement restricting the payment of clause dividends or the repurchase of stock or other equity, (i)iv) shall be deemed material. employment agreements, (bv) Except as disclosed change in Section 4.13(b) control or similar arrangements with any officers, employees or agents of the Parent Disclosure Schedule Company that will result in any obligation (absolute or Section 4.15(acontingent) to make any payment to any officers, employees or agents of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor Company following either the consummation of the transactions contemplated hereunder will cause 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 merger or otherwise), of any entity or business, (ix) any contract, agreement or policy for reinsurance, (x) any contract or agreement that is material to the business, assets or condition (financial or otherwise) of the Company taken as a whole, or (xi) any non-competition agreement or any other agreement or arrangement that limits or otherwise restricts the Company or Parent to become obligated to make a payment any successor thereto or that would, after the Closing Date, limit or restrict the Purchaser or any of its affiliates or any successor thereto, from engaging or competing in excess any line of $50,000 to business or in any partygeographic area (collectively, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement“Material Contracts”). (db) Each contractThe Company is not, arrangementnor has it received any notice or has any Knowledge that any other party is, commitment in default (or understanding would be in default but for the lapse of time or the type described giving of notice or both) in this Section 4.13any respect under any such Material Contract, whether except for those defaults which could not, individually or not set forth in Section 4.13 of the Company Disclosure Scheduleaggregate, is referred reasonably be expected to herein as have a “Parent Contract” in effect as of Material Adverse Effect on the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as of the date hereofCompany.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a3.16(a) of the Parent FFY Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent FFY nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) any collective bargaining agreement or (Bi) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to the employment of any directors, officers, employees or consultants, (ii) which, upon the consummation 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 (whether of severance pay or otherwise) becoming due from First Place, FFY, the Surviving Corporation, the Surviving Institution or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a material assets contract (as 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 properties incorporated by reference in FFY Reports, (iv) 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 Parent more than $50,000 per annum, in the case of any such agreement with an individual, or $100,000 per annum, in the case of any other such agreement, (v) which materially restricts the conduct of any line of business by FFY or any of its Subsidiaries, (IIvi) requires referrals of business with or requires Parent 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 its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect the benefits of which will be increased, or the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) vesting of the Parent Disclosure Schedule or Section 4.15(a) benefits of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be accelerated, by the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) occurrence of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation any of the transactions contemplated hereunder by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will cause be calculated on the Company or Parent to become obligated to make a payment in excess basis of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than of the payments transactions contemplated by this Agreement or the Bank Merger Agreement. (d) . Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.16(a), whether or not set forth in Section 4.13 3.16(a) of the Company FFY Disclosure Schedule, is referred to herein as a “Parent "FFY Contract” in effect as of the date hereof. Parent ." FFY has previously made available delivered to the Company First Place true and complete correct copies of each Parent Contract in effect as of the date hereofFFY Contract.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a) 5.21 of the Parent Comet Disclosure ScheduleLetter, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Comet nor any of its Subsidiaries is a party to or bound by: (i) 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 formation, creation, operation, management or control of any partnership or joint venture material to Comet and its Subsidiaries, 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; (v) any Contract that would be required to be filed as an exhibit to any Comet Report as of the date of this Agreement pursuant to Item 601(b)(10) of Regulation S-K promulgated under the Securities Act and the Exchange Act; (vi) any agreement or covenant restricting in any material respect the 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 research, 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 collective bargaining agreement material respect either the type of business in which Comet or its Subsidiaries may engage or the manner in which any of them may so engage in any business 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 or instrument that (I) grants any covenant containing a right of first refusal, right of first negotiation or right of first offer or similar right with respect to any material assets or properties in favor of Parent 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 (IIxii) requires referrals of business any Contract that contains a put, call or requires Parent similar right pursuant to which Comet or any of its Subsidiaries could be required to make available investment opportunities to any person on a priority purchase or exclusive basissell, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) aboveas applicable, any contract (x) involving the payment equity interests of any Person that have a fair market value or purchase price of more than $100,000 5 million or (y) with any other assets that have a remaining term of greater than six months and reasonably expected to involve the payment fair market value or purchase price of more than $75,000 25 million (other than contracts relating the Contracts described in clauses (i)–(xii), together with all exhibits and schedules to banking credit or deposit transactions in such Contracts, being the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i“Comet Material Contracts”)) shall be deemed material. (b) As of the date hereof, Comet has delivered, or made available, to Moon a true and complete copy of each Comet Material Contract (subject to applicable confidentiality restrictions). Except as disclosed 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 agreement of Comet or one of its Subsidiaries, as the case may be, and is in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedulefull force and effect, and neither Parent Comet nor any of its SubsidiariesSubsidiaries nor, nor to the Knowledge knowledge of ParentComet, any other party thereto, thereto is in default in or breach under the terms of any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a partysuch Comet Material Contract. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as of the date hereof.

Certain Contracts. (a) Except as disclosed set forth in the exhibit index to the Dex 2011 10-K or as set forth on Section 4.13(a) 4.13 of the Parent Dex Disclosure Schedule, neither Dex nor any Dex Subsidiary is a party to or bound by (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material Contract relating to the results incurrence or guarantee of operationsIndebtedness by Dex or any Dex Subsidiary in an amount in excess in the aggregate of $10,000,000 (collectively, cash flows or financial condition “Dex Instruments of Parent and its Subsidiaries on a consolidated basisIndebtedness”), (ii) no commitmentany “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-competition Contract, or any other agreement or other instrument obligation which purports to which Parent limit or restrict in any material respect (A) the ability of its Subsidiaries is a party Dex or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete solicit customers or (B) the manner in which, or the localities in which, all or any line portion of businessthe business of Dex and the Dex Subsidiaries, including, following consummation of the transactions contemplated by this Agreement, SuperMedia and the SuperMedia Subsidiaries, is or would be conducted, (iv) any Contract providing for any payments to an officer, director or Affiliate of Dex or, in excess of $1,000,000, to any geographic area other Person that are conditioned, in whole or with in part, on a change of control of Dex or any personDex Subsidiary, and (iii) neither Parent nor any of its Subsidiaries is a party to (Av) any collective bargaining agreement or (B) any other agreement or instrument 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, (Ivii) any Contract that grants any right of first refusal, refusal or right of first offer or similar right with respect that limits or purports to limit the ability of Dex or any Dex Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or properties business, (viii) any material Contract that contains a “most favored nation” or other term providing preferential pricing or treatment to a third party, and (ix) any Contract not made in the ordinary course of Parent business which (A) is material to Dex and the Dex Subsidiaries taken as a whole or (B) which would reasonably be expected to materially delay the consummation of the Mergers or any of its Subsidiariesthe transactions contemplated by this Agreement (collectively, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i“Dex Material Contracts”)) shall be deemed material. (b) Except as disclosed With such exceptions that would not, individually or in Section 4.13(bthe aggregate, reasonably be expected to have a Material Adverse Effect on Dex: (i) Each Dex Material Contract is valid and binding on Dex (or, to the extent a Subsidiary of the Parent Disclosure Schedule or Section 4.15(aDex is a party, such Subsidiary) of the Parent Disclosure Scheduleand, neither Parent nor any of its Subsidiaries, nor to the Knowledge of ParentDex, any other party thereto, and is in full force and effect 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 Knowledge of Dex, no other party is, in breach or default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a partyDex Material Contract. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent Prior to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent , Dex has previously made available to the Company SuperMedia true and complete copies of each Parent Contract in effect as of the date hereofall Dex Material Contracts.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(aSchedule 4.16(a) of the Parent BCB Disclosure ScheduleSchedules, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent BCB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) (i) with respect to the employment of any directors, officers, 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 the consummation 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 (whether of severance pay or otherwise) becoming due from Pamrapo, BCB, BCB Bank, the Bank or any of their respective Subsidiaries or successors to any officer or employee thereof; (iv) which involves the annual payment of $25,000 or more; (v) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $25,000 per annum, in the case of any such agreement with an individual, or $50,000 per annum, in the case of any other such agreement; (vi) which materially restricts the conduct of any line of business by BCB or any of its Subsidiaries; (vii) with or to a labor union or guild (including any collective bargaining agreement agreement); (viii) relating to the acquisition or disposition of any business (Bwhether by merger, sale of stock, sale of assets or otherwise) any or material assets (other agreement or instrument than this Agreement and the Bank Merger Agreement); (ix) that (I) grants any right of first refusal, refusal or right of first offer or similar right with respect or that limits or purports to any material assets or properties limit the ability of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent BCB or any of its Subsidiaries to make available investment opportunities own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business; (x) with respect to any person on a priority material joint venture, partnership agreement or exclusive basis, similar agreement; (IIIxi) requires Parent with respect to any agreement relating to any intellectual property other than “shrink wrap” licenses related to software; (xii) relating to the indebtedness by BCB or its Subsidiaries for borrowed money or any guaranty of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly in excess of $5,000,000; or indirectly by way (xiii) excluding the plans set forth on Schedule 4.11, where any employee benefits (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect the benefits of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be accelerated, by the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) occurrence of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation any of the transactions contemplated hereunder by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will cause be calculated on the Company or Parent to become obligated to make a payment in excess basis of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than of the payments transactions contemplated by this Agreement or the Bank Merger Agreement. (d) . Each contract, arrangement, commitment or understanding of the type described in this Section 4.13Sections 4.16(a) and 4.16(c) hereof, whether or not set forth in Section 4.13 Schedule 4.16(a) or Schedule 4.16(c) of the Company BCB Disclosure ScheduleSchedules, is referred to herein as a “Parent BCB Contract.” BCB has previously delivered to Pamrapo true and correct copies of each BCB Contract. (b) Except as set forth in effect as Schedule 4.16(b) of the BCB Disclosure Schedules, (i) each BCB Contract is valid and binding and in full force and effect, (ii) BCB and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date hereof. Parent has under each BCB Contract, 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 which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of BCB or any of its Subsidiaries under any such 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 the Company true and complete copies of each Parent Contract in effect as BCB including term of the date hereoflease, 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) Except as disclosed in Section 4.13(a) filed with or incorporated into any CrossFirst Report filed prior to the date hereof, as of the Parent Disclosure Scheduledate hereof, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent CrossFirst nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral, but excluding any CrossFirst Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct or any line of business by CrossFirst or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving 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 Requisite CrossFirst 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 CrossFirst; (v) (A) that relates to the incurrence of indebtedness by CrossFirst or any 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 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 CrossFirst or any 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 agreement person, in the case of each of clauses (A) and (B), in the principal amount of $100,000 or instrument 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 (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent CrossFirst or 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 any individual payment other than any such contracts which are terminable by CrossFirst or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by CrossFirst or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of CrossFirst or any of its Subsidiaries, ; (IIix) requires referrals that is a lease of business or requires Parent real property to which CrossFirst or any of its Subsidiaries to make available investment opportunities to 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 person on a priority or exclusive basis, other person; (IIIxi) requires Parent 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 use any product or service the businesses of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings CrossFirst and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to 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 Knowledge ordinary course of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment business; (except those under which Parent or its Subsidiaries will be the creditorxii) or arrangement to which Parent that is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment material consulting agreement with payments in excess of $50,000 200,000, to which CrossFirst or any of its Subsidiaries is a party; or (xiii) that relates to the acquisition or disposition of any person, including but not limited to, any termination fee, breakup fee business or reimbursement fee, pursuant to any agreement or understanding between Parent asset and under which CrossFirst or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.14(a) (excluding any CrossFirst Benefit Plan), whether or not set forth in Section 4.13 of the Company CrossFirst Disclosure Schedule, is referred to herein as a “Parent CrossFirst Contract.” in effect as of the date hereof. Parent CrossFirst has previously made available to the Company true Busey true, correct and complete copies of each Parent CrossFirst Contract in effect as of the date 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 CrossFirst Contract is valid and binding on CrossFirst or one of its Subsidiaries, as applicable, and in full force and effect, (ii) CrossFirst and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each CrossFirst Contract, (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 which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of CrossFirst or any of its Subsidiaries, or to the knowledge of CrossFirst, any other party thereto, of or under any such 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) Except as disclosed 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 Section 4.13(a) of the Parent Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument Schedule delivered hereunder and to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries Company is a party or otherwise bound, except for each of those which (A) was made in the ordinary course of business, and (B) either (1) is terminable by the Company (and will be terminable by Buyer) without liability, 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 $25,000 (or the equivalent) or less calculated over the full term thereof, and (C) is not otherwise material to the Business or any of the Company's Assets. Complete and correct copies of all contracts, commitments, indentures, mortgages, obligations, agreements and undertakings set forth on any of the Schedules delivered pursuant to this Agreement have been furnished by the Selling Stockholders to Buyer, and except as expressly stated on the Schedule on which any they are set forth, to the knowledge of the Selling Shareholders, (A) each of them is bound limits the freedom of Parent in full force and effect, no person or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent nor any of its Subsidiaries 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 (Aor which with the giving of notice or the lapse of time or both would) any collective bargaining agreement give rise to a default or right of cancellation, acceleration or loss of contractual benefits thereunder; (B) any other agreement or instrument that there has been no threatened cancellations thereof, and there are no outstanding disputes thereunder; and (IC) grants any right none of first refusal, right of first offer or similar right with respect them is materially burdensome to any material assets or properties of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of BusinessCompany. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) None of the Parent Disclosure Schedule material provisions of such contracts, instruments or Section 4.15(a) agreements violates any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court having jurisdiction over the Parent Disclosure ScheduleCompany, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan Business or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a partyCompany's Assets. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as of the date hereof.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a3.13(a) of the Parent Company Disclosure ScheduleSchedule and excluding any Company Benefit Plan, (i) as of the date hereof, neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral): (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) that contains a non-compete or client or customer non-solicit requirement, in any collective bargaining case, that restricts in any material respect the conduct of any line of business by the Company or any of its Subsidiaries or upon consummation of the Merger and other transactions contemplated by this Agreement will so restrict in any material respect the ability of Parent or any of its Subsidiaries to engage in such activities, (iii) that provides for the incurrence of indebtedness for borrowed money of the Company or any of its Subsidiaries or the guaranty of indebtedness for borrowed money of third parties, in each case, in an aggregate principal amount in excess of $10,000,000 (other than securities sold under agreement or to repurchase, in each case, incurred in the ordinary course of business consistent with past practices), (Biv) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of the Company 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 conduct business with any third party on a preferential or exclusive basis or that contains “most favored nation” or similar covenants, (IIvi) requires referrals other than entered into in the ordinary course of business consistent with past practices, that relates to the acquisition or requires Parent disposition of any assets or any business of the Company or any of its Subsidiaries to make available investment opportunities 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 person on other material interest rate, currency, commodity or other hedging or derivative transaction or risk management arrangement, or (x) that is a priority or exclusive basis, (III) requires Parent 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 use any product or service the business of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Personand its Subsidiaries, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or moretaken as a whole, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Businesslicenses with respect to software that is generally commercially available. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.13(a) in existence as of the date hereof (excluding any Company Benefit Plan), whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Company Contract” (provided that, for purposes of Section 3.13(b), the term “Company Contract” will include any of the above entered into after the date hereof that would have been a Company Contract if it had been in effect 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 Company Contract 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 (except as limited by the Enforceability Exceptions) and in full force and effect (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 Contract, (iii) to the knowledge of the Company, each third-party counterparty to each Company Contract has performed all obligations required to be performed by it to date under such Company Contract, (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a 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. Parent The Company has previously made available to Parent prior to the Company true date hereof true, correct and complete copies of each Parent Company Contract in effect existence as of the date hereof.

Certain Contracts. (a) Except as disclosed With respect to Contracts to which the Company is a party identified on Schedule 6.19(a) ("Company Contracts"), the Purchaser and the Company shall cooperate between the date hereof and the Closing Date in Section 4.13(a) of order to, at the Parent Disclosure Schedule, Purchaser's election: (i) neither Parent nor obtain any of its Subsidiaries is in breach of any commitmentamendment to such Company Contract as specified by the Purchaser, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, and/or (ii) no commitment, agreement or other instrument terminate such Company Contract on terms satisfactory to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent nor any of its Subsidiaries is a party to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed materialPurchaser. (b) Except as disclosed in Section 4.13(b) of If the Parent Disclosure Schedule Purchaser and the Company obtain all amendments to such Company Contract, if any, requested by the Purchaser, on or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor prior to the Knowledge of ParentClosing Date, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent then such Company Contract shall constitute a Purchased Asset and shall be assigned to the Purchaser or its Subsidiaries will be the creditor) or arrangement to which Parent is a partydesignee at Closing. (c) Except 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 set forth in Section 4.13(c) of or prior to the Parent Disclosure ScheduleEffective Time, neither such Company Contract shall be an Excluded Asset and shall not be assigned to the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this AgreementPurchaser. (d) Each contractIf either (i) any amendments to any Company Contract requested by the Purchaser are not obtained, arrangementor (ii) any consent to termination of a Company Contract as to which the Purchaser has requested termination are not obtained, commitment or understanding then (x) such Company Contract shall be an Excluded Asset and shall not be assigned to the Purchaser. (e) In the event any Company Contracts are excluded as Excluded Assets pursuant to Section 6.19(d), the Company, and the Purchaser will cooperate with each other as reasonably requested by the other party during the Dissolution Period in order to obtain, at the expense of the type described in Purchaser, the required amendment or termination of any such Company Contract as contemplated by this Section 4.136.19. (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, whether or not set forth in Section 4.13 of between the date hereof and the Closing Date, the Company Disclosure Schedulewill cooperate with Purchaser, is referred as requested by Purchaser, to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available 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 true and complete copies 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 each Parent Contract in effect this Agreement to a Purchased Company or a Subsidiary as may be designated by the Purchaser as soon as practicable following the execution of the date hereofthis Agreement.

Certain Contracts. (a) Except as disclosed in on Section 4.13(a3.13(a) of the Parent Target Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Target nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) any collective bargaining agreement or (Bi) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to the employment of any material assets directors, officers, employees, consultants, independent contractors or properties other service providers other than in the ordinary course of Parent or any of its Subsidiariesbusiness consistent with past practice, (IIii) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basisthat, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into upon execution of this Agreement nor the or consummation or shareholder approval of the transactions contemplated hereunder by this Agreement, will cause (either alone or upon the Company occurrence of any additional acts or Parent to become obligated to make a events) result in any payment in excess or benefits (whether of $50,000 severance pay or otherwise) becoming due from Buyer, Target, the Surviving Corporation, or any of their respective Subsidiaries to any partycurrent, former or retired officer, employee, director, consultant, independent contractor or other service provider of 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 Target SEC Reports filed before the date hereof, (iv) that materially restricts the conduct of any line of business by Target or, to the knowledge of Target, upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including but not limited toany collective bargaining agreement) or (vi) including any stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or restricted stock units, stock purchase plan, employee stock ownership plan or benefits plan in which any termination feeof the benefits of which will be increased, breakup fee or reimbursement feethe vesting of the benefits of which will be accelerated, pursuant to by the execution of this Agreement, the occurrence of any agreement shareholder approval or understanding between Parent or its Subsidiaries and such party, other than the payments consummation of any of the transactions contemplated by this Agreement. (d) , 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 4.133.13(a), whether or not set forth in Section 4.13 of the Company Target Disclosure Schedule, is referred to herein as a “Parent Target Contract,” in effect as and neither Target nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Target Contract by any of the other parties thereto. (i) Each Target Contract is valid and binding on Target or its applicable Subsidiary and is in full force and effect, (ii) Target and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date hereof. Parent has previously made available to under each 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 Company true and complete copies part of each Parent Contract in effect as Target or any of the date hereofits Subsidiaries under any such Target Contract.

Certain Contracts. (a) Except as disclosed in Section 4.13(a) of the Parent Disclosure SchedulePreviously Disclosed, neither ▇▇▇▇▇▇ Chartered nor any ▇▇▇▇▇▇ Chartered Subsidiary is a party to, or is bound by, (i) neither Parent nor any material agreement, arrangement or commitment involving annual payments in excess of its Subsidiaries is $100,000, whether or not made in breach the ordinary course of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basisbusiness, (ii) no commitmentany agreement, agreement indenture or other instrument relating to which Parent the borrowing of money by ▇▇▇▇▇▇ Chartered or any of its Subsidiaries is a party ▇▇▇▇▇▇ Chartered Subsidiary or the guarantee by which any of them is bound limits the freedom of Parent ▇▇▇▇▇▇ Chartered or any ▇▇▇▇▇▇ Chartered Subsidiary of its Subsidiaries to compete in any line of businesssuch obligation, in any geographic area or with any person, and (iii) neither Parent nor any agreement, arrangement or commitment relating to the employment of a consultant or the employment, election, retention in office or severance of any present or former director or officer, (iv) any agreement to make loans or for the provision, purchase or sale 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 its Subsidiaries is a party to the foregoing, or (Av) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent between ▇▇▇▇▇▇ Chartered or any ▇▇▇▇▇▇ Chartered Subsidiary and any five percent or more shareholder of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise▇▇▇▇▇▇ Chartered, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness each case other than transactions entered into in the principal amount ordinary course of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course banking business of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) ▇▇▇▇▇▇ Valley consistent with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed materialpast practice. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent Neither ▇▇▇▇▇▇ Chartered nor any of its Subsidiaries▇▇▇▇▇▇ Chartered Subsidiary, nor to the Knowledge knowledge of Parent▇▇▇▇▇▇ Chartered or such ▇▇▇▇▇▇ Chartered Subsidiary, any the other party thereto, is in default in any material respect under any material agreement, commitment, arrangement, lease, contract, mortgage, promissory note, deed of trust, loan insurance policy or other commitment (except those under which Parent 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 Subsidiaries will be the creditor) or arrangement to which Parent is a partybanking 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 practice and except as Previously Disclosed. Except as set forth Previously Disclosed, from September 30, 1997 to the date hereof, neither ▇▇▇▇▇▇ Chartered nor any ▇▇▇▇▇▇ Chartered Subsidiary has taken any action that, if taken after the date hereof, would breach any of the covenants contained in Section 4.13(c4.8(b) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreementhereof. (d) Each contractExcept as Previously Disclosed, arrangementneither ▇▇▇▇▇▇ Chartered nor any ▇▇▇▇▇▇ Chartered Subsidiary has, commitment during the period since December 31, 1995, controlled expenses through elimination of employee benefits, deferral of routine maintenance of real property or understanding leased premises, elimination of reserves where the type described liability related to such reserve has remained, reduction of capital improvements from previous levels, failure to depreciate capital assets in this Section 4.13accordance with past practice or eliminate capital assets which are no longer used in the business of either of ▇▇▇▇▇▇ Chartered or any ▇▇▇▇▇▇ Chartered Subsidiary, whether capitalized loan production expenses other than in accordance with FAS 91 or not set forth in Section 4.13 extraordinary reduction or deferral of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as of the date hereofordinary or necessary expenses.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a3.14(a) of the Parent Company Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral): (i) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to the employment or retention of any material assets director, officer, employee or properties consultant; (ii) which, upon the consummation of Parent the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any rights to any payment or benefits, from the Buyer, the Company, the Bank, the Surviving Corporation or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its their respective Subsidiaries to make available investment opportunities to any person on officer, director, consultant or employee thereof; (iii) which is a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (xas defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed in whole or in part after the date of this Agreement; (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 90 days or less notice involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions 18,000 per annum, in the Ordinary Course case of Businessany such agreement with an individual, which shall not be deemed material for purposes or $24,000 per annum, in the case of clause (i)) shall be deemed material.any other such agreement; (bv) Except as disclosed in Section 4.13(bwhich materially restricts the conduct of any line of business by the Company or any of its Subsidiaries; (vi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any of the Parent Disclosure Schedule benefits of which will be increased, or Section 4.15(a) the vesting of the Parent Disclosure Schedulebenefits of which will be accelerated, neither Parent nor 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; (vii) which relates to indebtedness owed by the Company or any of its Subsidiaries, nor or the guarantee thereof (other than contracts evidencing deposit liabilities, purchases of federal funds, fully-secured repurchase agreements and trade payables incurred in the ordinary course of business consistent with past practice); (viii) involving intellectual property or relating to the Knowledge provision of Parentdata processing, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan network communication or other commitment (except those under which Parent technical services to or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause by the Company or Parent any of its Subsidiaries, other than agreements entered into in the ordinary course of business; (ix) with respect to become obligated any mortgage, pledge, indenture or security agreement or similar arrangement constituting an Encumbrance upon the assets or properties of the Company or any of its Subsidiaries; (x) for the sale or purchase of personal property having a value individually, with respect to make a payment all sales or purchases thereunder, in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party10,000, other than in the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding ordinary course of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as of the date hereof.business; or

Certain Contracts. (a) Except for those agreements and other documents filed as disclosed exhibits or incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 or a Quarterly Report on Form 10-Q or Current Report on Form 8-K subsequent thereto, or as set forth in Section 4.13(a3.13(a) of the Parent Company Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by the Company or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of Purchaser or any of its Subsidiaries to engage in any line of business that is material to the Company and its Subsidiaries, taken as a whole, (iii) with or to a labor union or guild (including any collective bargaining agreement agreement) or (Biv) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent the Company or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on taken as a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Businesswhole. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.13(a) (excluding any Company Benefit Plan), whether or not filed with the SEC or set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Company Contract” ”. (b) In each case, except as, either individually or in effect the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, (i) each Company Contract is valid and binding on the Company or one of its Subsidiaries, as applicable, and 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 Contract, (iii) to the knowledge of the Company each third-party counterparty to each Company Contract has performed all obligations required to be performed by it to date hereof. Parent has previously made available to under such Company Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a default on the part of the Company true and complete copies or any of each Parent Contract in effect as of the date hereofits Subsidiaries under any such Company Contract.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a3.13(a) of the Parent Company Disclosure Schedule, (i) as of the date hereof, neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral), other than any Company Benefit Plans, (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Company or any of its affiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business, (iii) with or to a labor union or guild (including any collective bargaining agreement agreement), (iv) that relates to the incurrence of indebtedness by Company or any of its Subsidiaries (Bother 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 agreement or instrument similar financing transactions, (v) that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent or any of (x) that are material to Company and its Subsidiaries, taken as a whole, or (IIy) requires referrals of business or requires that would be applicable to Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent other than Company or any of its Subsidiaries to use any product or service of another person on an exclusive basis Subsidiaries) after the Closing; or (IVvi) relates to material indebtedness for borrowed money whether directly that is a vendor agreement or indirectly by way of purchase money obligationjoint marketing agreement, conditional saleincluding any consulting agreement, leasedata processing, purchasesoftware programming or licensing contract, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract involving (x) involving the payment of more than $100,000 1,000,000 over the remaining term of the agreement (other than any such contracts which are terminable by 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) or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except 1,000,000 payable as disclosed in Section 4.13(b) a result of the Parent Disclosure Schedule or Section 4.15(a) termination of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan agreement or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Merger. Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.13(a), whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Company Contract,” in effect as and neither Company nor any of its Subsidiaries has received notice of, and to the Company’s knowledge there does not exist, any violation of a Company Contract by any of the date hereofother parties thereto which would reasonably be expected to be, either individually or in the aggregate, material to Company and its Subsidiaries, taken as a whole. Parent has previously 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 available by Company or any of its Subsidiaries within the five (5) year period prior to the Company true date of this Agreement and (ii) a true, correct and complete copies list of each Parent Contract in effect as 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 Company Contract is valid and binding on Company or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Company and each of its Subsidiaries has performed all obligations required to be performed by it prior to the date hereofhereof under each Company Contract, (iii) to Company’s knowledge, 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 (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a default on the part of Company or any of its Subsidiaries under any such Company Contract.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(athe 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) of the Parent Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach with respect to the employment of any commitmentdirectors, agreement officers, employees or consultants, other instrument to which it is a party that is material to than in the results ordinary course of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basisbusiness consistent with past practice, (ii) no commitmentwhich, agreement upon execution of this Agreement or other instrument to which Parent consummation or shareholder approval of the 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 Surviving Corporation, or any of its their respective Subsidiaries to any officer or employee of the Company or any Subsidiary thereof, (iii) that is a party “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 which reference in the Company SEC Reports filed prior to the date hereof, (iv) that materially restricts the conduct of any line of them is bound limits business by the freedom Company or, to the knowledge of Parent or any the Company, upon consummation of its Subsidiaries the Merger will materially restrict the ability of the Surviving Corporation to compete engage in any line of businessbusiness in which a savings and loan holding company or bank holding company may lawfully engage, in any geographic area or with any person, and (iiiv) neither Parent nor any of its Subsidiaries is a party to that contains (A) any collective bargaining non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict, or following the Merger would purport to limit or restrict, in any material respect the ability of the Company, the 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 other agreement or instrument that (I) grants any right of first refusal, refusal or right of first offer or similar right with respect or that limits or purports to any material assets or properties limit the ability of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent the Company or any of its Subsidiaries or, following the Merger, the Surviving Corporation or its Subsidiaries, to make available investment opportunities to own, operate, sell, transfer, pledge or otherwise dispose of any person on a priority material assets or exclusive basisbusiness, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IVvi) relates containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which a party (other than the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor ) that is material to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Company Contract,” in effect as and the Company has no knowledge of, nor has the Company or any Company Subsidiary received written notice of, any violation of any Company Contract by any of the date hereofother parties thereto. Parent The Company has previously made available to Parent complete and correct copies of all of the Company true Contracts, including any and complete copies all amendments and modifications thereto. (i) Each Company Contract is valid and binding on the Company or its applicable Subsidiary and is in full force and effect (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 Parent Contract Company Subsidiary has in effect as 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 date hereofCompany or any of its Subsidiaries under any such Company Contract.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a4.14(a) of the Parent FTC Disclosure Schedule, (i) neither Parent FTC nor any of its Subsidiaries is in breach a party to, is bound or affected by, receives or is obligated to pay compensation or benefits under (i) any agreement, arrangement or commitment, including any agreement, indenture or other instrument relating to the borrowing of money by FTC or any of the Subsidiaries or the guarantee by FTC or any of the Subsidiaries of any commitmentobligation except for deposit liabilities, federal funds purchased, borrowings from the Federal Home Loan Bank and securities repurchase agreements entered into in the ordinary course of business; (ii) any contract, agreement or other instrument understanding with a labor union; (iii) any agreement, arrangement or understanding pursuant to which it is a party that is material any payment (whether of severance pay or otherwise) became or may become due to the results any director, officer or employee of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent FTC or any of its the Subsidiaries upon execution of this Agreement or upon or following consummation of the transactions contemplated by this Agreement (either alone or in connection with the occurrence of any additional acts or events); (iv) any agreement, arrangement or understanding to which FTC or any of the Subsidiaries is a party or by which any of them is bound which limits the freedom of Parent FTC or any of its the Subsidiaries to compete in any line of business, in any geographic area {JX489484.11} PD.35183901.7 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 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 FDIC; or (iiivii) neither Parent nor any other agreement, arrangement or understanding to which FTC or any of its the Subsidiaries is a party and which is material to the business, operations assets, liabilities, condition (Afinancial or otherwise) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right results of first refusal, right operations of first offer or similar right with respect to any material assets or properties of Parent or any of its FTC and the Subsidiaries, taken individually or as a whole (II) requires referrals of business excluding loan agreements or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions accounts); in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) each of the Parent Disclosure Schedule foregoing cases whether written or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) oral. Each contract, arrangement, commitment or understanding of the type described in this Section 4.134.14(a), whether or not set forth in Section 4.13 of the Company FTC Disclosure Schedule, is referred to herein as a “Parent FTC Material Contract,” in effect as and neither FTC nor any of its Subsidiaries has received written notice of any default or any violation of the date hereofabove by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC. Parent has previously made available 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 Company true 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 FTC Material Contract is valid and complete copies binding on FTC or one of its 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) FTC and each Parent of its Subsidiaries has in all respects performed all obligations required to be performed by it to date under each 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 effect as all respects performed all obligations required to be performed by it to date under such FTC Material Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a default on the date hereofpart of FTC or any of its Subsidiaries under any such FTC Material Contract.

Certain Contracts. (a) Except as disclosed in Section 4.13(a3.13(a) of the Parent Company Disclosure Schedule, (i) neither Parent nor any Schedule sets forth all of its Subsidiaries is the following Contracts in breach of any commitment, agreement or other instrument existence to which it is a party that is material to the results of operations, cash flows Company or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which it is bound as of the date hereof (collectively, the “Company Contracts”): (i) Any Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) Contracts for the sale of any material assets or rights of the Company or its Subsidiaries other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of them is bound limits its assets, in each case, since January 1, 2009, or with obligations remaining to be performed or liabilities continuing after the freedom date of this Agreement; (iii) Contracts for joint-ventures, strategic alliances or partnerships or other similar entities that are material to the Company and its Subsidiaries taken as a whole; (iv) Any non-competition, non-solicitation or exclusive dealing agreement, or any other agreement or obligation that purports to limit or restrict in any material respect (A) the ability of the Company, its Subsidiaries or other Affiliates or, following the Closing, Parent or its Affiliates, to solicit customers or employees or (B) the manner in which, or the localities in which, all or any portion of the business of the Company or its Subsidiaries or, following the Closing, Parent or its Affiliates; (v) Contracts relating to the acquisition by the Company or its Subsidiaries of any operating business, capital stock or assets of any other Person since January 1, 2009, other than for purchases of publicly traded shares of capital stock made in the day-to-day operations of the Company and its Subsidiaries; (vi) Contracts or instruments relating to the incurrence, assumption or guarantee of any indebtedness or imposing a Lien on any of its material assets other than in the Ordinary Course of Business; (vii) Contracts where the Company or any of its Subsidiaries is the lessee or sublessee of, or is granted a similar occupancy interest in, any real property or pursuant to compete in any line of business, in any geographic area which the Company or with any person, and (iii) neither Parent nor any of its Subsidiaries is grants to any Person a party to leasehold or subleasehold, or similar occupancy interest, in any real property; (Aviii) any collective bargaining agreement Contracts for the provision of goods or services or License Agreements, in each case requiring fees, royalties, payments or other consideration in excess of $50,000 annually or $150,000 in the aggregate over the term of the Contract; (Bix) any other agreement or instrument Contracts that (I) grants grant any right of first refusal, refusal or right of first offer or similar right with respect or that purport to any material assets or properties limit the ability of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent the Company or any of its Subsidiaries to make available investment opportunities own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; (x) Contracts the subject matter of which pertains to any person on the solicitation or referral of customers of the Company or its Subsidiaries that are material to the Company and its Subsidiaries taken as a priority or exclusive basis, whole; (IIIxi) requires Parent Contracts that obligate the Company or any of its Subsidiaries to use cap fees, share fees or other payments, share expenses, waive fees or to reimburse or assume any product or service all fees or expenses thereunder that would be material to the Company and its Subsidiaries taken as a whole; (xii) Contracts requiring the Company or any of another person on an exclusive basis its Subsidiaries (A) to co-invest with any other Person, (B) to provide seed capital or similar investment, or (IVC) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwiseinvest in any investment product, in each case in an amount in excess of $100,000 individually or $250,000 in the aggregate; (xiii) any written employment, severance, termination, employee-like consulting or retirement Contract for any employee providing for annual compensation in excess of $250,000 (excluding discretionary bonuses) or with respect to the employment of, severance, retention or payment to, any of its directors and executive officers; (xiv) any material Contract involving Intellectual Property or relating to the provision of data processing, network communication or other technical services to or by it (other than licenses for commercial “off-the-shelf” or “shrink-wrap” software that has not been modified or customized for the Company or its Subsidiaries); (xv) any Contract relating to the settlement of any action since December 31, 2007 with (A) the SEC, FINRA, any Governmental Entity or Regulatory Agency (regardless of amount) or (B) any Person (other than a Governmental Entity or SRO) for an amount in excess of $100,000; (xvi) Contracts that bind or purport to bind, any controlling Affiliates of the Company; (xvii) any distribution or sub-distribution Contract or Contract for the provision of brokerage services pursuant to which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness of its Subsidiaries paid in the principal amount excess of $250,000 100,000 during the 2010 calendar year; (xviii) Contracts (or more, groups of related Contracts) other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in Company Benefit Plans that involve the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment expenditure of more than $100,000 annually or $250,000 in the aggregate which may not be freely terminated by the Company or its applicable Subsidiary upon notice of 90 days or less without penalty or other payment payable by the Company or its applicable Subsidiary; (yxix) “soft dollar” arrangements with a remaining term of greater than six months and reasonably expected to any customer that involve the payment expenditure of more than $75,000 (other than contracts relating to banking credit 50,000 per customer annually or deposit transactions $150,000 per customer in the Ordinary Course aggregate; (xx) Contracts providing for the payment to the Company or any of Businessits Subsidiaries of a retainer or similar fee of more than $50,000 annually or $150,000 in the aggregate; (xxi) Contracts pursuant to which the Company or any of its Subsidiaries (or any of their predecessor companies) has any ongoing indemnification obligations, which shall not be deemed retained liabilities or earnouts that are material for purposes to the Company and its Subsidiaries taken as a whole, in each case with respect to the sale of clause any assets, rights or businesses; and (i)xxii) shall be deemed materialall written amendments, supplements and modifications in respect of the foregoing. (b) Except as disclosed in Section 4.13(b) of Each Company Contract is valid and binding on the Parent Disclosure Schedule Company or Section 4.15(a) of its applicable Subsidiary and the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan full force and effect and has not been modified or other commitment (amended except those under which Parent or its Subsidiaries will be the creditor) or arrangement pursuant to which Parent is a party. (c) Except as an amendment set forth in on Section 4.13(c3.13(b) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule. The Company and each of its Subsidiaries, is referred as applicable, and, to herein as the Company’s knowledge, each other party thereto has duly performed all material obligations required to be performed by it to date under each Company Contract and no event or condition exists that constitutes or, after notice or lapse of time or both, would constitute, a “Parent Contract” in effect as material breach, violation or default on the part of the date hereof. Parent has previously made available Company or any of its Subsidiaries or, to the Company’s knowledge, any other party thereto under any such Company true Contract. There are no material disputes pending or, to the Company’s knowledge, threatened, and complete copies of each Parent Contract in effect as of the date hereofno material amounts due or owing remain unpaid, with respect to any Company Contract.

Certain Contracts. (a) Except as disclosed in Section 4.13(a) 3.23 of the Parent Company Disclosure ScheduleSchedule contains a list of all of the following contracts, commitments or agreements (iother than those set forth on an exhibit index in the Company Reports filed prior to the date of this Agreement) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent Company or any Subsidiary of its Subsidiaries the Company is a party or by which any of them or their assets is bound limits as of the freedom date of Parent 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 to compete in any line of businessSubsidiaries, in any geographic area or with any persontaken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective 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) neither Parent nor any drilling contracts of its Subsidiaries is a party to one year or greater remaining duration, including fixed price customer options, (Aiv) any collective bargaining agreement contract or agreement, other than agreements among the Company and/or its wholly-owned Subsidiaries, for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (Bv) any other employment agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent between the Company or any of its Subsidiaries, on the one hand, and any of the Company’s officers and key employees, on the other hand, (IIvi) requires referrals any agreement which, upon the consummation of business the Merger or requires any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor of their respective Subsidiaries to any Personofficer, which Contract evidences director, consultant or relates to indebtedness in the principal amount employee of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or Section 4.15(aother 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 Parent Disclosure Schedule, neither Parent nor any benefits of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be accelerated, by the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) occurrence of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation any of the transactions contemplated hereunder by this Agreement, or the value of any of the benefits of which will cause be calculated on the Company or Parent to become obligated to make a payment in excess basis of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than of the payments transactions contemplated by this Agreement. Agreement (dincluding 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). Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.23(a), whether or not set forth included as an exhibit to any Company Report or included in Section 4.13 3.23 of the Company Disclosure Schedule, is referred to herein as a “Parent Company Material Contract,” and for purposes of Section 5.1 and the bringdown of Section 3.23(b) pursuant to Section 6.3, “Company Material Contract” in effect as shall include any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement. (b) Each Company Material Contract is, to the knowledge of the Company, in full force and effect, and the Company and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date hereofunder each Company Material Contract to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to create, individually or in the aggregate, a Company Material Adverse Effect. Parent Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries (x) knows of, or has previously made available received written notice of, any breach of or violation or default under (nor, to the Company true and complete copies of each Parent Contract in effect as knowledge of the date hereofCompany, 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 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 Company Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not breach or violate any Company Material Contract or permit any other party to a Company Material Contract to exercise rights adverse to the Company. 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 (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 Company Material Adverse Effect.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a4.15(a) of the Parent Company Disclosure Schedule, (i) neither Parent the Company nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party to or bound by which any contract (whether written or oral) (i) with respect to the service of any directors, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, the Company, or any of them their respective Subsidiaries to any officer, director, employee, agent or consultant of the Company or any of its Subsidiaries, (iii) which as of the date of this Agreement is bound limits a material contract (as defined in Item 601(b)(10) of Regulation S-K of the freedom SEC) to be performed in whole or part after the date of Parent this Agreement, (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 any noncompetition or exclusive dealing agreements or other agreement or obligation that purports to materially limit or restrict in any respect the ability of the Company or any of its Subsidiaries to compete in any line of business, business or with any person or entity or in any geographic area (other than as may be required by Law or with by any person, and (iiiGovernmental Entity) neither Parent nor any of its Subsidiaries is a party to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) which grants any right of first refusal, right of first offer or similar right 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 any material assets or properties of Parent the Company or any of its Subsidiaries, ; (IIviii) requires referrals any contract relating to the borrowing of business or requires Parent money by the Company or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent 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 use 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 product sale and leaseback transactions, capitalized leases and other similar financing transactions; (ix) any contract that involves expenditures or service receipts of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, per year (other than pursuant to loans originated or purchased by the Company or the Company Bank in the ordinary course of business consistent with past practice); (x) any contract (other than a Plan) with respect to the employment or compensation of any officers or directors; (xi) any contract containing a “most favored nations” clause or other similar term providing preferential pricing or treatment to a party; (xii) any contract relating to a joint venture, partnership, limited liability company agreement or understanding between Parent other similar agreement or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding relating to the formation, creation or operation, 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 of the type described in this Section 4.134.15(a), whether or not set forth in Section 4.13 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Parent Company Contract.” in effect as of the date hereof. Parent The Company has previously made available to the Company Parent true and complete correct copies of each Parent Contract in effect as contract of the date hereoftype described in this Section 4.15(a). (b) Except as set forth in Section 4.15(b) of the Company Disclosure Schedule, (i) each Company Contract is valid and binding and in full force and effect, (ii) each of the Company and its Subsidiaries has performed in all material respects all obligations required to be performed by it under each Company Contract, (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company or any of its Subsidiaries under any 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) Except as disclosed in Section 4.13(a) of the Parent Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Neither Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) (i) that is a “material contract” that would be required to be filed pursuant to Item 601(b)(10) of Regulation S-K of the 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; (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any collective bargaining agreement or (B) line of business in any other agreement or instrument that (I) grants any right geographic area, or, to the knowledge of first refusalCompany, right upon consummation of first offer or similar right with respect to any material assets or properties the Merger could restrict the ability of Parent Parent, the Surviving Company or any of its Subsidiaries, (II) requires referrals their respective Subsidiaries to engage in any line of business or requires Parent in any geographic area; (iii) that obligates Company or any of its Subsidiaries to make available investment opportunities to conduct business on an exclusive or preferential basis with any person on a priority third party or exclusive basisupon consummation of the Merger will obligate Parent, (III) requires Parent the Surviving Company or any of its their respective Subsidiaries to use conduct business with any product or service of another person third party on an exclusive basis or preferential basis, in any case of the preceding which is material; (IViv) relates 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) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of Company or any Subsidiary, or of any third party for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is a guarantor or is otherwise liable; (vii) that requires Company or any Subsidiary to make an obligor to any Personinvestment in, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) aboveotherwise provide funds to, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions person, in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed each case in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment an amount in excess of $50,000 1 million; (viii) that is 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 any Subsidiary; or (x) that would prevent, materially delay or materially impede Company’s ability to any party, including but not limited to, any termination fee, breakup fee consummate the Merger or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, the other than the payments transactions contemplated by this Agreement. (d) . Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.13(a), whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Company Contract” .” (b) (i) Each Company Contract is valid and binding on Company or its applicable Subsidiary, enforceable against it in effect as of the date hereof. Parent has previously made available accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) Company true and complete copies each of its Subsidiaries and, to Company’s knowledge, each Parent other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract in effect as and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the date hereofpart of 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) Except as disclosed in Section 4.13(a) of the Parent Disclosure SchedulePreviously Disclosed, neither Seller nor any Seller Subsidiary is a party to, is bound or affected by, receives, or is obligated to pay, benefits under (i) neither Parent any agreement, arrangement or commitment, including any agreement, indenture or other instrument, relating to the borrowing of money by Seller or 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) 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) any 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 upon or following completion of the transactions contemplated by this Agreement (either alone or in connection with the occurrence of any additional acts or events); (iv) 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; (v) any agreement, arrangement or 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 regulatory agency (other than those of general applicability to savings associations or holding companies thereof issued by Governmental Entities); or (vii) any agreement, arrangement or understanding which would be required to be filed as an exhibit to Seller's Annual Report on Form 10-KSB under the Exchange Act and which has not been so filed. (b) Neither Seller nor any of its Subsidiaries Seller Subsidiary is in breach of default or in non-compliance under any contract, agreement, commitment, agreement arrangement, lease, insurance policy or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is its assets, business or operations may be bound limits or affected, whether entered into in the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent nor any of its Subsidiaries is a party to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent or any of its Subsidiaries, (II) requires referrals ordinary course of business or requires Parent otherwise and whether written or oral, and there has not occurred any event that with the lapse of its Subsidiaries to make available investment opportunities to any person on time or the giving of notice, or both, would constitute such a priority default or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed materialnon-compliance. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as of the date hereof.

Certain Contracts. (a) Except as disclosed Set forth in Section 4.13(a3.14(a) of the Parent TCG Disclosure ScheduleSchedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (iwhether written or oral) neither Parent nor any in effect as of its Subsidiaries is in breach of any commitment, agreement or other instrument the date hereof to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent TCG or any of its Subsidiaries is a party to or bound by which (i) with respect to the employment of any directors, officers or employees, 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 of any of them the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from MB, TCG, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is bound limits a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the freedom SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of Parent any line of business by TCG or any of its Subsidiaries affiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to compete engage in any line of business, in (v) with or to a labor union or guild (including any geographic area collective bargaining agreement), (vi) (including any TCG Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or with 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 personof the transactions contemplated by this Agreement, and or the value of any of the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement, (iiivii) neither Parent nor that relates to the incurrence of indebtedness by TCG or any of its Subsidiaries is a party (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 more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (Aviii) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent TCG or any of its Subsidiaries, (IIix) requires referrals of business or requires Parent or any of its Subsidiaries that involves the (a) is referred to make available investment opportunities to any person on herein as a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material"TCG Contract." (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c3.14(b) of the Parent TCG Disclosure Schedule, neither to the entering into knowledge of this Agreement nor TCG, (i) each TCG Contract is valid and binding on TCG or one of its Subsidiaries, as applicable, and in full force and effect, (ii) TCG and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each TCG Contract, (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 which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of TCG or any of its Subsidiaries under any such TCG Contract, and (v) no TCG Default will occur under any TCG Contract by virtue of the consummation of any of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as of the date hereof.3.15

Certain Contracts. (a) Except as disclosed in Section 4.13(a) Seller Disclosure Schedule 3.13(a), neither Seller nor any of the Parent Disclosure ScheduleSubsidiaries is a party to, is bound or affected by, receives or is obligated to pay compensation or benefits under (i) neither Parent nor any agreement, arrangement or commitment, including any agreement, indenture or other instrument relating to the borrowing of money by Seller or any of its the Subsidiaries is in breach or the guarantee by Seller or any of the Subsidiaries of any commitmentobligation except for deposit liabilities and federal funds purchased in the ordinary course of business; (ii) 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 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 other instrument understanding with a labor union; (iv) any agreement, arrangement or understanding pursuant to which it is a party that is material any payment (whether of severance pay or otherwise) became or may become due to the results any director, officer or employee of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent Seller or any of its the Seller Subsidiaries upon execution of this Agreement or upon or following consummation of the transactions contemplated by this Agreement (either alone or in connection with the occurrence of any additional acts or events); (v) any agreement, arrangement or understanding to which Seller or any of the Subsidiaries is a party or by which any of them the same is bound which limits the freedom of Parent Seller or any of its the Subsidiaries to compete in any line of business, in any geographic area 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 regulatory agency); (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 FDIC, the FRB or any other regulatory agency; (iiivii) neither Parent nor any joint venture, partnership or similar agreement, arrangement or understanding providing for the sharing of profits, losses, costs or liabilities by Seller or any of its the Subsidiaries with any other person; or (viii) any other agreement, arrangement or understanding to which Seller or any of the Subsidiaries is a party and which is material to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right the business, results of first refusaloperations, right of first offer or similar right with respect to any material assets or properties financial condition of Parent Seller and the Subsidiaries taken as a whole (excluding loan agreements or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions accounts); in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) each of the Parent Disclosure Schedule foregoing cases whether written or Section 4.15(a) of the Parent Disclosure Scheduleoral; (each such agreement listed, neither Parent nor any of its Subsidiariesor required to be listed, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, 3.13(a) is referred to herein as a “Parent Contract” in effect as Seller Agreement”). Neither Seller nor any of the date hereofSubsidiaries has any obligation to make any additional capital contributions with respect to any matter described in clause (vii) of Seller Disclosure Schedule 3.13(a). (b) 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. Parent has previously made available Each Seller Agreement is legal, valid, binding and enforceable against Seller or applicable Subsidiary and, to the Company true 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 complete copies except that the availability of each Parent Contract in effect as equitable remedies (including specific performance) is within the discretion of the date hereofcourt before which any proceeding may be brought. With respect to each Seller Agreement, such Seller Agreement is in full force and effect in accordance with its terms; all rents and other monetary amounts that may have become due and payable thereunder have been paid.

Certain Contracts. (a) Except as disclosed in on Section 4.13(a) 3.13 of the Parent GBC Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent GBC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) any collective bargaining agreement or (Bi) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to the employment of any material assets directors, officers, employees or properties of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or moreconsultants, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course ordinary course of Business. For purposes of clause business consistent with past practice, (iii) abovewhich, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into upon execution of this Agreement nor the or consummation or shareholder approval of the transactions contemplated hereunder by this Agreement will cause (either alone or upon the Company occurrence of any additional acts or Parent to become obligated to make a events) result in any payment in excess or benefits (whether of $50,000 severance pay or otherwise) becoming due from First Charter, GBC, the Surviving Corporation, or any of their respective Subsidiaries to any partyofficer or employee of 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 GBC SEC Reports filed prior to the date hereof, (iv) that materially restricts the conduct of any line of business by GBC or, to the knowledge of GBC, upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including but not limited toany collective bargaining agreement), or (vi) including any termination feestock option plan or benefits plan in which any of the benefits of which will be increased, breakup fee or reimbursement feethe vesting of the benefits of which will be accelerated, pursuant to by the execution of this Agreement, the occurrence of any agreement shareholder approval or understanding between Parent or its Subsidiaries and such party, other than the payments consummation of any of the transactions contemplated by this Agreement. (d) , 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 that agreement the right to terminate or renegotiate the terms of, that agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.13(a), whether or not set forth in Section 4.13 of the Company GBC Disclosure Schedule, is referred to herein as a an “Parent GBC Contract,” in effect as and neither GBC nor any of its Subsidiaries knows of, or has received notice of, any violation of any GBC Contract by any of the other parties thereto. (i) Each GBC Contract is valid and binding on GBC or its applicable Subsidiary and is in full force and effect, (ii) GBC and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date hereof. Parent has previously made available under each 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 GBC or any of its Subsidiaries under any such GBC Contract. (c) Neither GBC nor any of its Subsidiaries is a party to the Company true and complete copies any agreement prohibiting or restricting such entity from engaging in any business activities in any geographic area, line of each Parent Contract business or otherwise in effect as of the date hereofcompetition with any other person.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a4.15(a) of the Parent Company Disclosure Schedule, neither the Company nor the Company Bank is a party to or bound by any contract (whether written or oral) (i) neither Parent nor any of its Subsidiaries is in breach with respect to the service of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basisdirectors, (ii) no commitmentwhich, agreement upon the consummation of the transactions contemplated by this Agreement, will (either alone or other instrument upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any rights to which Parent any payment or benefits, from Parent, the Company, or any of its their respective Subsidiaries to any officer, director, employee, agent or consultant of the Company or the Company Bank, (iii) which as of the date of this Agreement is a party material contract (as 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, (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 which the Company or the Company Bank, (vi) that contains any noncompetition or exclusive dealing agreements or other agreement or obligation that purports to materially limit or restrict in any respect the ability of them is bound limits the freedom of Parent Company or any of its Subsidiaries the Company Bank to compete in any line of business, business or with any person or entity or in any geographic area or with any person, and (iii) neither Parent nor any of its Subsidiaries is a party to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) which grants any right of first refusal, right of first offer or similar right 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 any material assets or properties of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or the Company Bank; (viii) any Subsidiary is an obligor 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 Person, which Contract evidences or relates to indebtedness in the principal amount such obligation of $250,000 or more, a third party (other than deposits, deposit liabilities and Federal Home Loan Bank or Federal Reserve borrowings and reverse borrowings, contracts pertaining to fully-secured repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking endorsements for payment, guarantees and letters of credit or deposit transactions made in the Ordinary Course ordinary course of Businessbusiness consistent with past practice), which shall not be deemed material for purposes including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (ix) any contract that involves expenditures or receipts of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment the Company Bank in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, 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 contract (other than a Plan) with respect to the employment or compensation of any officers or directors; (xi) any contract containing a “most favored nations” clause or other similar term providing preferential pricing or treatment to a party; (xii) any contract relating to a joint venture, partnership, limited liability company agreement or understanding between Parent other similar agreement or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available relating to the Company true formation, creation or operation, 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 complete copies of each Parent Contract in effect as of the date hereof.(xiii) any Regulatory Agreement (defined in

Certain Contracts. (a) Except as disclosed in Section 4.13(a5.1(k) of the Parent Company Disclosure Schedule, (i) neither Parent nor any Letter sets forth a list as of its Subsidiaries is in breach the date of any commitment, agreement or other instrument this Agreement of each Contract to which it is a party that is material to either the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent Company or any of its Subsidiaries is a party or by 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 bound limits either of the freedom of 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 to compete (other than the Company and its Subsidiaries) in any line of businessa manner that would be material, in any geographic area or with any person, and (iii) neither Parent nor any of its Subsidiaries is a party to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect purports to limit in any material assets respect either the type of business in which the Company or properties of Parent its Subsidiaries may engage or the manner or locations in which any of its Subsidiariesthem may so engage in any business, (II) requires referrals which Contract either involves payments or receipts in excess of business $20,000,000 in any year, or requires from and after the Effective Time would be or would purport to be binding upon Parent or any of its Subsidiaries to make available investment opportunities to any person on (other than the Company and its Subsidiaries) in a priority or exclusive basismanner that would be material, (IIIC) 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” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, (G) contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries would be required to use purchase or sell, as applicable, any product equity interests of any Person or service assets at a purchase price which would reasonably be likely to exceed, or the fair market value of another person on an exclusive basis the equity interests or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect assets of which would be reasonably likely to exceed, $10,000,000, (H) was entered into with Affiliates of the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 its Subsidiaries (other than contracts relating the Company and its Subsidiaries) that is not a Company Plan, (I) is a CBA or other Contract to banking credit or deposit transactions 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 Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor Company and any of its Subsidiaries), nor to the Knowledge of Parent, any other party thereto, (K) is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment an Affiliation Contract generating annual license fees in excess of $50,000 to any party20,000,000, including but not limited to(L) was entered into after the Applicable Date involving the acquisition or disposition, any termination feedirectly or indirectly (by merger or otherwise), breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, of assets (other than licenses of Intellectual Property in the payments contemplated by this Agreement. ordinary course of business) or capital stock or other equity interests for aggregate consideration (din one or a series of transactions) Each contractunder such Contract of $10,000,000 or more and which includes ongoing, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as of the date hereof.this Agreement, indemnity obligations, purchase price adjustments, earn-out or similar provisions, (M) is with any

Certain Contracts. (a) Except as disclosed in Section 4.13(a) of Previously Disclosed, neither the Parent Disclosure ScheduleCompany nor a Company Subsidiary is a party to, is bound or affected by, receives, or is obligated to pay, benefits under (i) neither Parent any agreement, arrangement or commitment, including without limitation any agreement, indenture or other instrument, relating to the borrowing of money by the Company or a Company Subsidiary (other than in the case of the Bank deposits, FHLB advances, federal funds purchased and securities sold under agreements to repurchase in the ordinary course of business) or the guarantee by the Company or a Company Subsidiary of any obligation, other than by the Bank in the ordinary course of its banking business, (ii) any 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 the Company or a Company Subsidiary, (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 the Company or a Company Subsidiary upon execution of this Agreement or upon or following consummation of the transactions contemplated by this Agreement (either alone or in connection with the occurrence of any additional acts or events); (iv) any agreement, arrangement or understanding pursuant to which the Company or a Company Subsidiary is obligated to indemnify any director, officer, employee or agent of the Company or a Company Subsidiary; (v) any agreement, arrangement or understanding to which the Company or a Company Subsidiary is a party or by which any of the same is bound which limits the freedom of the Company or a Company 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 or any other regulatory agency, (vii) any other agreement, arrangement or understanding which would be required to be filed as an exhibit to the Company's Annual Report on Form 10-K under the Exchange Act and which has not been so filed or (viii) any other agreement, arrangement or understanding which, if entered into after the date hereof, would require the consent of the Acquiror under Section 5.6(a) hereof. (b) Neither the Company nor any of its Subsidiaries Company Subsidiary is in breach of default or in non-compliance, which default or non-compliance could reasonably be expected to have a Material Adverse Effect on the Company, under any contract, agreement, commitment, agreement arrangement, lease, insurance policy or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is its assets, business or operations may be bound limits or affected, whether entered into in the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent nor any of its Subsidiaries is a party to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent or any of its Subsidiaries, (II) requires referrals ordinary course of business or requires Parent otherwise and whether written or oral, and there has not occurred any event that with the lapse of its Subsidiaries to make available investment opportunities to any person on time or the giving of notice, or both, would constitute such a priority default or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed materialnon-compliance. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as of the date hereof.

Certain Contracts. (a) Except Each contract, arrangement, commitment or understanding (whether written or oral) which is a “material contract” (as disclosed such term is defined in Section 4.13(aItem 601(b)(10) of Regulation S-K of the Parent Disclosure Schedule, (iSEC) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent First Financial or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent First Financial or any of its Subsidiaries is bound as of the date hereof has been filed as an exhibit to compete 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 any line Section 4.14(a) of businessthe First Financial Disclosure Schedule or as filed by First Financial with the SEC, in any geographic area or with any personas of the date hereof, and (iii) neither Parent First Financial nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) any collective bargaining agreement or (Bi) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to the employment of any material assets directors, officers or properties employees, other than in the ordinary course of Parent business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, shareholder adoption of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from First Financial, First Financial, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which restricts First Financial’s ability to compete or contains a client or customer non-solicit requirement or any other provision, in each case, that materially restricts the conduct of any line of business by First Financial or any of its Subsidiariesaffiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business, (IIiv) requires referrals with or to a labor union or guild (including any collective bargaining agreement), (v) any of business the benefits of which contract, arrangement, commitment or requires Parent 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) that relates to the incurrence of indebtedness by First Financial 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 make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwiserepurchase, in respect each case incurred in the ordinary course of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness business consistent with past practice) in the principal amount of $250,000 1,000,000 or moremore including any sale and leaseback transactions, capitalized leases and other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Businesssimilar financing transactions. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.134.14(a), whether or not set forth in Section 4.13 of the Company First Financial Disclosure ScheduleSchedule or filed by First Financial with the SEC, is referred to herein as a “Parent First Financial Contract,” in effect as and neither First Financial nor any of its Subsidiaries knows of, or has received notice of, any violation of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as above by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on First Financial. (b) Each First Financial Contract is valid and binding on First Financial 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 First Financial. First Financial and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date hereofunder each 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 no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of First Financial or any of its Subsidiaries under any such 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) Except as disclosed in Section 4.13(a) of the Parent Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Neither MBNA nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) any collective bargaining agreement or (Bi) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to the employment of any material assets directors, officers, employees or properties of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or moreconsultants, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course ordinary course of Business. For purposes of clause business consistent with past practice, (iii) abovewhich, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into upon execution of this Agreement nor the or consummation or stockholder approval of the transactions contemplated hereunder by this Agreement will cause (either alone or upon the Company occurrence of any additional acts or Parent to become obligated to make a events) result in any payment in excess or benefits (whether of $50,000 severance pay or otherwise) becoming due from Bank of America, MBNA, the Surviving Corporation, or any of their respective Subsidiaries to any partyofficer or employee of MBNA 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 MBNA SEC Reports filed prior to the date hereof, (iv) that materially restricts the conduct of any line of business by MBNA or, to the knowledge of MBNA, upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including but not limited toany collective bargaining agreement) or (vi) including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any termination feeof the benefits of which will be increased, breakup fee or reimbursement feethe vesting of the benefits of which will be accelerated, pursuant to by the execution of this Agreement, the occurrence of any agreement stockholder approval or understanding between Parent or its Subsidiaries and such party, other than the payments consummation of any of the transactions contemplated by this Agreement. (d) , 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 4.133.13(a), whether or not set forth in Section 4.13 of the Company MBNA Disclosure Schedule, is referred to herein as a an “Parent MBNA Contract,” in effect as and neither MBNA nor any of its Subsidiaries knows of, or has received notice of, any violation of any MBNA Contract by any of the other parties thereto. (b) (i) Each MBNA Contract is valid and binding on MBNA or its applicable Subsidiary and is in full force and effect, (ii) MBNA and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date hereof. Parent has previously made available to under each MBNA 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 Company true and complete copies part of each Parent Contract in effect as MBNA or any of the date hereofits Subsidiaries under any such MBNA Contract.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a3.13(a) of the Parent Company Disclosure Schedule, (i) neither Parent nor Schedule or as filed with or incorporated into any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material Company Report filed prior to the results date hereof, as of operationsthe date hereof, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral), other than any Company Benefit Plan, (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) that contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by Company or any of its Subsidiaries or upon consummation of the 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, taken as a whole, (iii) with or to a labor union or guild (including any collective bargaining agreement agreement), or (Biv) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent Company or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on taken as a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Businesswhole. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.13(a), whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Company Contract,” in effect as and neither Company nor any of its Subsidiaries knows of, or has received written, or to the knowledge of Company, oral notice of, any violation of the date hereof. Parent above by any of the other parties thereto 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 Company Contract is valid and binding on Company or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Company and each of its Subsidiaries has previously made available performed all obligations required to be performed by it prior to the date hereof under each Company true Contract, (iii) to the knowledge of Company 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 complete copies (iv) no event or condition exists which constitutes or, after notice or lapse of each Parent Contract in effect as time or both, will constitute, a default on the part of the date hereofCompany or any of its Subsidiaries under any such Company Contract.

Certain Contracts. (a) Except as disclosed in Section 4.13(a) 5.23 of the Parent GlobalSantaFe Disclosure ScheduleLetter contains a list of all of the following contracts, commitments or agreements (iother than those set forth on an exhibit index in the GlobalSantaFe Reports filed prior to the date of this Agreement) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent GlobalSantaFe or any Subsidiary of its Subsidiaries GlobalSantaFe is a party or by which any of them or their assets is bound limits as of the freedom date of Parent 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 GlobalSantaFe and its Subsidiaries to compete in any line of businessSubsidiaries, in any geographic area or with any persontaken as a whole, and will not be material to Transocean and its Subsidiaries, taken as a whole, following the Effective Time, (ii) any drilling unit construction or conversion contract with respect to which the drilling unit has not been delivered and paid for, (iii) neither Parent nor any drilling contracts of its Subsidiaries is a party to one year or greater remaining duration, including fixed price customer options, (Aiv) any collective bargaining contract or agreement for the borrowing of money with a borrowing capacity or outstanding indebtedness of $50 million or more, (Bv) any other employment agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent between GlobalSantaFe or any of its Subsidiaries, (II) requires referrals of business or requires Parent or on the one hand, and any of its Subsidiaries to make available investment opportunities to any person GlobalSantaFe’s officers and key employees, on a priority or exclusive basisthe other hand, (IIIvi) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligationagreement which, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor upon the consummation of the transactions contemplated hereunder will cause the Company Merger or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments transaction contemplated by this Agreement. , will (deither alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Transocean or GlobalSantaFe or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (vii) 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). Each contract, arrangement, commitment or understanding of the type described in this Section 4.135.23(a), whether or not set forth included as an exhibit to any GlobalSantaFe Report or included in Section 4.13 5.23 of the Company GlobalSantaFe Disclosure ScheduleLetter, is referred to herein as a “Parent GlobalSantaFe Material Contract,” and for purposes of Section 7.1 and the 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 this Agreement. (b) Each GlobalSantaFe Material Contract is, to the knowledge of GlobalSantaFe, in full force and effect, and GlobalSantaFe and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each GlobalSantaFe Material Contract to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to create, individually or in the aggregate, a GlobalSantaFe Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the 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 date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as desire of the date hereofother party or parties to any such GlobalSantaFe 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) Except as disclosed set forth in Section 4.13(a4.14(a) of the Parent Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement Schedule or other instrument to which it is a party that is material as filed prior to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or date hereof with any personParent Reports, and (iii) as of the date of this Agreement, neither Parent nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral, but excluding any Parent Benefit Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct of any line of business by Parent or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving 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 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 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 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 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 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 business) or (B) that provides for the guarantee, support, assumption or endorsement by Parent or any 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 agreement person, in the case of each of clauses (A) and (B), in the principal amount of $2,000,000 or instrument more. (vi) that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $1,000,000 per annum (other than (x) any such contracts which are terminable by Parent or any of its Subsidiaries on ninety (90) days or less notice without penalty, other than the payment of any outstanding obligation at the time of termination, (y) extensions of credit or other customary banking products offered by Parent or its Subsidiaries in the ordinary course or (z) any contracts within the scope of Section 4.14(a)(v)); (viii) 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, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract ; or (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor that relates to the Knowledge acquisition or disposition of Parentany person, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan business or other commitment (except those asset and under which Parent or its Subsidiaries will be the creditor) have or arrangement to which Parent is may have a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company material obligation or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) liability. Each contract, arrangement, commitment or understanding of the type described in this Section 4.134.14(a), whether or not set forth in Section 4.13 of the Company Parent Disclosure Schedule, is referred to herein in this Agreement as a “Parent Contract.” in effect as of the date hereof. Parent has previously made available to the Company true Parent true, correct and complete copies of each Parent Contract in effect as of the date hereofof this Agreement. (b) (i) Each Parent Contract is valid and binding on Parent or one of its Subsidiaries, as applicable, and in full force and effect, except as would not reasonably be expected to have a Material Adverse Effect on the Parent Parties, (ii) Parent and each 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 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 (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a breach or default on the part of Parent or any of its Subsidiaries, or to the knowledge of Parent, any other party thereto, of or under any such 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) Except as disclosed set forth in Section 4.13(a3.14(a) of the Parent Company Disclosure Schedule, (i) as of the date hereof, neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Company nor any of its Subsidiaries is a party to or bound by any contract, agreement, arrangement, commitment or understanding (Awhether 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 fewer days’ notice by the Company or a Subsidiary without the payment of severance; (ii) that, upon the execution or delivery of this Agreement, stockholder approval of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Parent, the Company, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof; (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act); (iv) that contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by the Company or any of its affiliates or upon consummation of the Integrated Mergers will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business; (v) with or to a labor union or guild (including any collective bargaining agreement or agreement); (Bvi) any of the benefits of which (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, 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 the incurrence of indebtedness by the Company or any of its Subsidiaries (other agreement 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 instrument more including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (viii) that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary its Subsidiaries; (ix) that is an obligor to any Persona consulting agreement or data processing, which Contract evidences software programming or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any licensing contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 per annum (other than any such contracts relating to banking credit which are terminable by the Company or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, Subsidiaries on sixty (60) days or less notice without any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan required payment or other commitment (except those under which Parent or its Subsidiaries will be conditions, other than the creditor) or arrangement to which Parent is a party.condition of notice); (cx) Except as set forth in Section 4.13(c) that includes an indemnification obligation of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent 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 become obligated to make a payment the Company or any of its Subsidiaries in excess of $50,000 to in any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such partytwelve-month period, other than those terminable on sixty (60) days or less notice without payment by the payments contemplated by this Agreement. (d) Company or any Subsidiary of the Company of any material penalty. Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.14(a), whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Company Contract” in effect as ”, 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 date hereof. Parent parties thereto. (b) The Company has previously 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 true Disclosure Schedule sets forth a true, correct and complete copies description of each Parent any oral Company Contract and any oral amendment to any Company Contract. (c) Each Company Contract is valid and binding on the Company or one of its Subsidiaries, as applicable, and is in effect as 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 date hereofCompany, the counterparty thereto (except as may be limited by the Enforceability Exceptions). The Company and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it 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 no event or condition exists 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) Except as disclosed set forth in Section 4.13(a3.14(a) of the Parent United Disclosure Schedule, (i) as of the date hereof, neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent United nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) (i) with respect to the employment of any directors, officers or employees, 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 of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Rockville, United, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by United or any of its affiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business, (v) with or to a labor union or guild (including any collective bargaining agreement agreement), (vi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or (Bstock 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 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 the incurrence of indebtedness by United or any of its Subsidiaries (other agreement 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) in the principal amount of $5 million or instrument more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent United or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IVix) relates to material indebtedness for borrowed money whether directly that is a consulting agreement or indirectly by way of purchase money obligationdata processing, conditional sale, lease, purchase, guaranty software programming or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any licensing contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 200,000 per annum (other than any such contracts relating to banking credit which are terminable by United or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, Subsidiaries on 60 days or less notice without any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan required payment or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such partyconditions, other than the payments contemplated by this Agreement. (d) condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.14(a), whether or not set forth in Section 4.13 of the Company United Disclosure Schedule, is referred to herein as a “Parent United Contract,” in effect as and neither United nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on United. (i) Each United Contract is valid and binding on United 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 United, (ii) United and each of its Subsidiaries has performed all obligations required to be performed by it to date hereof. Parent has previously made available to the Company true and complete copies of under each Parent United Contract in effect as 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 (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a default on the date hereofpart of United or any of its Subsidiaries under any such 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) Except as disclosed in Section 4.13(a) of the Parent Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Neither FNB nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) any collective bargaining agreement or (Bi) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to the employment of any material assets directors, officers or properties employees other than in the ordinary course of Parent or any of its Subsidiariesbusiness consistent with past practice, (IIii) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basiswhich, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor upon the consummation or shareholder approval of the transactions contemplated hereunder by this Agreement will cause (either alone or upon the Company occurrence of any additional acts or Parent to become obligated to make a events) result in any payment in excess (whether of $50,000 severance pay or otherwise) becoming due from FNB, LSB, the Surviving Corporation, or any of their respective Subsidiaries to any partyofficer or employee thereof which, individually or in the aggregate, will have a Material Adverse Effect on FNB, (iii) 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 FNB Reports, (iv) which materially restricts the conduct of any line of business by FNB or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including but not limited toany collective bargaining agreement) or (vi) (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) any termination feeof the benefits of which will be increased, breakup fee or reimbursement feethe vesting of the benefits of which will be accelerated, pursuant to by the occurrence of any agreement shareholder approval or understanding between Parent or its Subsidiaries and such party, other than the payments consummation of any of the transactions contemplated by this Agreement. (d) , 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 which, individually or in the aggregate, will have a Material Adverse Effect on FNB. FNB has previously made available to LSB true and correct copies of all employment and deferred compensation agreements which are in writing and to which FNB is a party. Each contract, arrangement, commitment or understanding of the type described in this Section 4.134.14(a), whether or not set forth in Section 4.13 of the Company FNB Disclosure Schedule, is referred to herein as a “Parent FNB Contract” in effect as ”, and neither FNB nor any of its Subsidiaries knows of, or has received notice of, any violation of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as above by any of the other parties thereto which will have, individually or in the aggregate, a Material Adverse Effect on FNB. (i) Each FNB Contract is valid and binding on FNB or any of its Subsidiaries, as applicable, and in full force and effect, (ii) FNB and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date hereofunder each FNB Contract, except where such noncompliance, either individually or in the aggregate, will not have a Material Adverse Effect on FNB, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of FNB or any of its Subsidiaries under any such FNB Contract, except where such default, either individually or in the aggregate, will not have a Material Adverse Effect on FNB.

Certain Contracts. (a) Except as disclosed set forth in the exhibit index to the SuperMedia 2011 10-K or as set forth on Section 4.13(a) 3.13 of the Parent SuperMedia Disclosure Schedule, neither SuperMedia nor any SuperMedia Subsidiary is a party to or bound by (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material Contract relating to the results incurrence or guarantee of operationsIndebtedness by SuperMedia or any SuperMedia Subsidiary in an amount in excess in the aggregate of $10,000,000 (collectively, cash flows or financial condition “SuperMedia Instruments of Parent and its Subsidiaries on a consolidated basisIndebtedness”), (ii) no commitmentany “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-competition Contract, or any other agreement or other instrument obligation which purports to which Parent limit or restrict in any material respect (A) the ability of its Subsidiaries is a party SuperMedia or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete solicit customers or (B) the manner in which, or the localities in which, all or any line portion of businessthe business of SuperMedia and the SuperMedia Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Dex Surviving Company and its Subsidiaries, is or would be conducted, (iv) any Contract providing for any payments to an officer, director or Affiliate of SuperMedia or, in excess of $1,000,000, to any geographic area other Person that are conditioned, in whole or with in part, on a change of control of SuperMedia or any personSuperMedia Subsidiary, and (iii) neither Parent nor any of its Subsidiaries is a party to (Av) any collective bargaining agreement or (B) any other agreement or instrument 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, (Ivii) any Contract that grants any right of first refusal, refusal or right of first offer or similar right with respect that limits or purports to limit the ability of SuperMedia or any SuperMedia Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or properties business, (viii) any material Contract that contains a “most favored nation” or other term providing preferential pricing or treatment to a third party, and (ix) any Contract not made in the ordinary course of Parent business which (A) is material to SuperMedia and the SuperMedia Subsidiaries taken as a whole or (B) which would reasonably be expected to materially delay the consummation of the Mergers or any of its Subsidiariesother transaction contemplated by this Agreement (collectively, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i“SuperMedia Material Contracts”)) shall be deemed material. (b) Except as disclosed With such exceptions that would not, individually or in Section 4.13(bthe aggregate, reasonably be expected to have a Material Adverse Effect on SuperMedia: (i) Each SuperMedia Material Contract is valid and binding on SuperMedia (or, to the extent a Subsidiary of the Parent Disclosure Schedule or Section 4.15(aSuperMedia is a party, such Subsidiary) of the Parent Disclosure Scheduleand, neither Parent nor any of its Subsidiaries, nor to the Knowledge of ParentSuperMedia, any other party thereto, and is in full force and effect 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 in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a partySuperMedia Material Contract. (c) Except as set forth in Section 4.13(c) Prior to the date hereof, SuperMedia has made available to Dex true and complete copies of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreementall SuperMedia Material Contracts. (d) Each contractFor purposes of this Agreement, arrangement“Indebtedness” of a Person means (i) all obligations of such Person for borrowed money, commitment or understanding (ii) all obligations of the type described in this Section 4.13such Person evidenced by bonds, whether or not set forth in Section 4.13 debentures, notes and similar agreements, (iii) all leases of the Company Disclosure Schedulesuch Person capitalized pursuant to GAAP, is referred and (iv) all obligations of such Person under sale-and-lease back transactions, agreements to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available to the Company true repurchase securities sold and complete copies of each Parent Contract in effect as of the date hereofother similar financing transactions.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a) of the Parent Company Disclosure Schedule, neither the Company nor the Company Bank is a party to or bound by any contract (whether written or oral) (i) neither Parent nor any of its Subsidiaries is in breach with respect to the service of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basisdirectors, (ii) no commitmentwhich, agreement upon the consummation of the transactions contemplated by this Agreement, will (either alone or other instrument upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any rights to which Parent any payment or benefits, from Parent, the Company, or any of its their respective Subsidiaries to any officer, director, employee, agent or consultant of the Company or the Company Bank, (iii) which as of the date of this Agreement is a party material contract (as 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, (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 which the Company or the Company Bank, (vi) that contains any noncompetition or exclusive dealing agreements or other agreement or obligation that purports to materially limit or restrict in any respect the ability of them is bound limits the freedom of Parent Company or any of its Subsidiaries the Company Bank to compete in any line of business, business or with any person or entity or in any geographic area (other than as may be required by Law or with by any person, and (iiiGovernmental Entity) neither Parent nor any of its Subsidiaries is a party to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) which grants any right of first refusal, right of first offer or similar right 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 any material assets or properties of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or moreCompany Bank, other than deposits, 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 or Federal Reserve borrowings and reverse borrowings, contracts pertaining to fully-secured repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking endorsements for payment, guarantees and letters of credit or deposit transactions made in the Ordinary Course ordinary course of Businessbusiness consistent with past practice), which shall not be deemed material for purposes including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (ix) any contract that involves expenditures or receipts of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment the Company Bank in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, per year (other than pursuant to loans originated or purchased by the Company or the Company Bank in the ordinary course of business consistent with past practice); (x) any contract (other than a Plan) with respect to the employment or compensation of any officers or directors; (xi) any contract containing a “most favored nations” clause or other similar term providing preferential pricing or treatment to a party; (xii) any contract relating to a joint venture, partnership, limited liability company agreement or understanding between Parent other similar agreement or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding relating to the formation, creation or operation, 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 of the type described in this Section 4.134.13(a), whether or not set forth in Section 4.13 4.13(a) of the Company Disclosure Schedule, is referred to herein as a “Parent Company Contract.” in effect as of the date hereof. Parent The Company has previously made available to the Company Parent true and complete correct copies of each Parent Contract in effect as contract of the date hereoftype described in this Section 4.13(a). (b) Except as set forth in Section 4.13(b) of the Company Disclosure Schedule, (i) each Company Contract is valid and binding and in full force and effect, (ii) each of the Company and the Company Bank has performed in all material respects all obligations required to be performed by it under each Company Contract, (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company or the Company Bank under any 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) Except as disclosed With respect to Contracts to which the Company is a party identified on Schedule 6.19(a) (“Company Contracts”), the Purchaser and the Company shall cooperate between the date hereof and the Closing Date in Section 4.13(a) of order to, at the Parent Disclosure Schedule, Purchaser’s election: (i) neither Parent nor obtain any of its Subsidiaries is in breach of any commitmentamendment to such Company Contract as specified by the Purchaser, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, and/or (ii) no commitment, agreement or other instrument terminate such Company Contract on terms satisfactory to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent nor any of its Subsidiaries is a party to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed materialPurchaser. (b) Except as disclosed in Section 4.13(b) of If the Parent Disclosure Schedule Purchaser and the Company obtain all amendments to such Company Contract, if any, requested by the Purchaser, on or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor prior to the Knowledge of ParentClosing Date, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent then such Company Contract shall constitute a Purchased Asset and shall be assigned to the Purchaser or its Subsidiaries will be the creditor) or arrangement to which Parent is a partydesignee at Closing. (c) Except 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 set forth in Section 4.13(c) of or prior to the Parent Disclosure ScheduleEffective Time, neither such Company Contract shall be an Excluded Asset and shall not be assigned to the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this AgreementPurchaser. (d) Each contractIf either (i) any amendments to any Company Contract requested by the Purchaser are not obtained, arrangementor (ii) any consent to termination of a Company Contract as to which the Purchaser has requested termination are not obtained, commitment or understanding then (x) such Company Contract shall be an Excluded Asset and shall not be assigned to the Purchaser. (e) In the event any Company Contracts are excluded as Excluded Assets pursuant to Section 6.19(d), the Company, and the Purchaser will cooperate with each other as reasonably requested by the other party during the Dissolution Period in order to obtain, at the expense of the type described in Purchaser, the required amendment or termination of any such Company Contract as contemplated by this Section 4.136.19. (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, whether or not set forth in Section 4.13 of between the date hereof and the Closing Date, the Company Disclosure Schedulewill cooperate with Purchaser, is referred as requested by Purchaser, to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available 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 true and complete copies 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 each Parent Contract in effect this Agreement to a Purchased Company or a Subsidiary as may be designated by the Purchaser as soon as practicable following the execution of the date hereofthis Agreement.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a3.13(a) of the Parent Company Disclosure Schedule, (i) as of the date hereof, neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) which contains a provision that limits (or purports to limit) in any material respect the ability of the Company or its affiliates (or, following the Closing, the Surviving Corporation or its affiliates) to engage or compete in any business (including geographic restrictions and preferential arrangements), (iii) with or to a labor union or guild (including any collective bargaining agreement agreement), (iv) other than extensions of credit, 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 $500,000 and that by its terms does not terminate or is not terminable without penalty upon notice of 60 days or less, (Bv) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent the Company or its Subsidiaries, taken as a whole, (vi) for any of joint venture, partnership or similar agreement material to the Company or its Subsidiaries, (IIvii) that requires the Company or its Subsidiaries to sell or purchase goods or services on an exclusive basis or make referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IVviii) that relates to material indebtedness for borrowed money the acquisition or disposition of any business, capital stock or assets of any Person (whether directly or indirectly by way merger, sale of purchase money obligationstock, conditional sale, lease, purchase, guaranty sale of assets or otherwise) that has any remaining obligations (other than customary obligations relating to the indemnification of directors and officers), in respect of which or (ix) that relates to any real property leased, subleased, licensed or occupied by the Company or any Subsidiary is an obligor to any Personits Subsidiaries as lessee, which Contract evidences sublessee, licensee or relates to indebtedness in occupant and provides for annual payments by the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent Company or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) 250,000. Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.13(a) (excluding any Company Benefit Plan), whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Company Contract,” in effect as and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of the above by any of the other parties thereto which would reasonably be expected to 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 reasonably be expected to have a Material Adverse Effect on the Company, (i) each Company Contract is valid and binding on the Company or one of its Subsidiaries, as applicable, and in full force and effect, (ii) the Company and each of its Subsidiaries has performed all obligations required to be performed by it to date hereof. Parent has previously made available under each Company Contract, (iii) to the Company’s knowledge each third-party counterparty to each Company true Contract has performed all obligations required to be performed by it to date under such Company Contract, and complete copies (iv) no event or condition exists which constitutes or, after notice or lapse of each Parent Contract in effect as time or both, will constitute, a default on the part of the date hereofCompany or any of its Subsidiaries under any such Company Contract.

Certain Contracts. (a) Except as disclosed in Section 4.13(a) of the Parent Disclosure ScheduleNeither Seller nor any Seller Subsidiary is a party to, is bound or affected by, receives, or is obligated to pay, benefits under (i) neither Parent any agreement, arrangement or commitment, including any agreement, indenture or other instrument, relating to the borrowing of money by Seller or 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) 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) any 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 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 upon or following completion of any of the Transactions (either alone or in connection with the occurrence of any additional acts or events); (iv) 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; (v) any agreement, arrangement or 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 or any other Governmental Entity; (vii) any agreement, arrangement or understanding which would be required to be filed as an exhibit pursuant to Item 601(b)(10) of Regulation S-K to Seller's Annual Report on Form 10-K under the Exchange Act and which has not been so filed; or (viii) any agreement pursuant to which loans have been sold by Seller or a Seller Subsidiary which impose any potential recourse (by representation, warranty, covenant or other contractual terms) upon Seller or any Seller Subsidiary. (b) Neither Seller nor any of its Subsidiaries Seller Subsidiary is in breach of default or in non-compliance under any contract, agreement, commitment, agreement arrangement, lease, insurance policy or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is its assets, business or operations may be bound limits or affected, whether entered into in the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent nor any of its Subsidiaries is a party to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent or any of its Subsidiaries, (II) requires referrals ordinary course of business or requires Parent otherwise and whether written or oral, and there has not occurred any event that with the lapse of its Subsidiaries to make available investment opportunities to any person on time or the giving of notice, or both, would constitute such a priority default or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed materialnon-compliance. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as of the date hereof.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a3.14(a) of the Parent ▇▇▇▇▇▇ Valley Disclosure Schedule, (i) as of the date hereof, neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent ▇▇▇▇▇▇ Valley nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) (i) with respect to the employment of any directors, officers or employees, other than in the ordinary course of business consistent with past practice, (ii) which, upon the execution or delivery of this Agreement, stockholder adoption of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Sterling, ▇▇▇▇▇▇ Valley, the Surviving Corporation, or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by ▇▇▇▇▇▇ Valley or any of its affiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business, (v) with or to a labor union or guild (including any collective bargaining agreement or agreement), (Bvi) 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, stockholder 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, (vii) that relates to the incurrence of indebtedness by ▇▇▇▇▇▇ Valley or any of its Subsidiaries (other agreement 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) in the principal amount of $500,000 or instrument more including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent ▇▇▇▇▇▇ Valley or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IVix) relates to material indebtedness for borrowed money whether directly that is a consulting agreement or indirectly by way of purchase money obligationdata processing, conditional sale, lease, purchase, guaranty software programming or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any licensing contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 250,000 per annum (other than any such contracts relating to banking credit which are terminable by ▇▇▇▇▇▇ Valley or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, Subsidiaries on 60 days or less notice without any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan required payment or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such partyconditions, other than the payments contemplated by this Agreement. (d) condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.14(a), whether or not set forth in Section 4.13 of the Company ▇▇▇▇▇▇ Valley Disclosure Schedule, is referred to herein as a “Parent ▇▇▇▇▇▇ Valley Contract,” in effect as and neither ▇▇▇▇▇▇ Valley nor any of its Subsidiaries knows of, or has received notice of, any violation of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as above by any of the other parties thereto which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on ▇▇▇▇▇▇ Valley. (b) Each ▇▇▇▇▇▇ Valley Contract is valid and binding on ▇▇▇▇▇▇ Valley 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 ▇▇▇▇▇▇ Valley. ▇▇▇▇▇▇ Valley and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date hereofunder each ▇▇▇▇▇▇ Valley Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇ Valley. To ▇▇▇▇▇▇ Valley’s knowledge each third-party counterparty to each ▇▇▇▇▇▇ Valley Contract has in all material respects performed all obligations required to be performed by it to date under such ▇▇▇▇▇▇ Valley Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇ Valley, and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of ▇▇▇▇▇▇ Valley or any of its Subsidiaries under any such ▇▇▇▇▇▇ Valley Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇ Valley.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a3.14(a) of the Parent Jefferson Disclosure Schedule, (i) as of the date hereof, neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Jefferson nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) (i) with respect to the employment of any directors, officers or employees, (ii) which, upon the execution or delivery of this Agreement, Jefferson shareholder approval of this Agreement or the consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from HomeTrust, Jefferson, the Surviving Company, or any of their respective Subsidiaries to any director, officer, employee or independent contractor thereof, (iii) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by Jefferson or any of its Subsidiaries or affiliates, or upon consummation of the Merger or the Bank Merger will restrict the ability of the Surviving Company or any of its Subsidiaries or affiliates to engage in any line of business, (v) in respect of any collective bargaining agreement or similar agreement, with or to a labor union or guild, (Bvi) (including any Jefferson Benefit 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 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 of its Subsidiaries (other agreement or instrument 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 sale and leaseback transactions, capitalized leases and other similar financing transactions, (viii) that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent Jefferson or its Subsidiaries, (ix) that involves the payment by Jefferson or any of its SubsidiariesSubsidiaries of 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, other than the condition of notice), (IIx) requires referrals that pertains to the leasing of business or requires Parent real property, (xi) that obligates Jefferson or any of its Subsidiaries to make available investment opportunities to any person conduct business with a third party on a priority an exclusive or exclusive preferential basis, (IIIxii) requires Parent that imposes potential recourse obligations on Jefferson or any of its Subsidiaries to use any product in connection with sale of loans or service loan participations, (xiii) for the subservicing of another person on an exclusive basis loans, or (IVxiv) relates to material indebtedness that provides for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor contractual indemnification to any Persondirector, which Contract evidences officer, employee or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Businessindependent contractor. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.14(a), whether or not set forth in Section 4.13 of the Company Jefferson Disclosure Schedule, is referred to herein as a “Parent Jefferson Contract,” in effect as and neither Jefferson nor any of its Subsidiaries knows of, or has received notice of, any material violation of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as above by any of the date hereofother parties thereto. (b) To the knowledge of Jefferson, (i) each Jefferson Contract is valid and binding on Jefferson or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Jefferson and each of its Subsidiaries has performed all material obligations required to be performed by it under each 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 (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Jefferson or any of its Subsidiaries under any such Jefferson Contract.

Certain Contracts. (a) Except NCC Disclosure Schedule Section 3.13(a) lists, as disclosed in Section 4.13(a) of the Parent Disclosure Scheduledate of this Agreement, all contracts, arrangements, commitments or understandings (i) neither Parent nor whether written or oral), other than any of its Subsidiaries is in breach of any commitmentNCC Benefit Plan, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent entered into by NCC or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent NCC or any of its Subsidiaries may be bound: (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a non-compete or client or customer non-solicitation requirement or any other provision that materially restricts the conduct of any line of business by NCC or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Entity or the Surviving Bank or any NCC Subsidiary to compete engage in any line of business, in business that is material to NCC or any geographic area or with any person, and of its Subsidiaries; (iii) neither Parent nor 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 is a party to Subsidiaries; (Avi) the benefits of which will be increased or the vesting of benefits of which will be accelerated by the occurrence of any collective bargaining agreement or of the transactions contemplated by this Agreement; (Bvii) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent NCC or any of its Subsidiaries, ; (IIviii) requires referrals of business or requires Parent related to the borrowing by NCC or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness other than those entered into in the principal amount Ordinary Course of $250,000 Business and any guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or moreresell agreements, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings letters of credit and reverse repurchase agreements guaranties made in the Ordinary Course of Business. For purposes ; (ix) relating to the lease of clause (i) above, any contract personal property having a value in excess of $150,000 in the aggregate; (x) involving relating to any joint venture, partnership, limited liability company agreement or other similar agreement or arrangement; (xi) which relates to capital expenditures and involves future payments in excess of $450,000 in the aggregate; or (xii) which is not terminable on sixty (60) days or less notice and involves the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) 250,000 per annum. Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.13(a), whether or not set forth in Section 4.13 of the Company NCC Disclosure Schedule, is referred to herein as a an “Parent NCC Contract,” in effect as and neither NCC nor any of its Subsidiaries knows of, or has received written, or to NCC’s knowledge, oral notice of, any violation of the date hereofabove by any of the other parties thereto which would reasonably be likely to have a Material Adverse Effect on NCC. Parent NCC has previously 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 Company aggregate, a Material Adverse Effect on NCC: (i) each NCC Contract is valid and binding on NCC or its Subsidiaries, as applicable, and in full force and effect (assuming the due execution by each other party thereto, which to NCC’s knowledge has occurred); (ii) NCC and each 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 performed all obligations required to be performed by it to date under such NCC Contract; and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a default on the part of NCC or any of its Subsidiaries under any such NCC Contract. (c) NCC Disclosure Schedule Section 3.13(c) sets forth a true and complete copies list of all NCC Contracts pursuant to which consents, waivers or notices are or may be required to be given, in each Parent Contract in effect as case, prior to the performance by NCC of this Agreement and the consummation of the date hereofMerger, the Bank Merger and the other transactions contemplated by this Agreement.

Certain Contracts. (a) Except as disclosed Set forth in Section 4.13(a4.14(a) of the Parent MB Disclosure ScheduleSchedule is a true, correct and complete list of all contracts, arrangements, commitments or understandings (iwhether written or oral) neither Parent nor any in effect as of its Subsidiaries is in breach of any commitment, agreement or other instrument the date hereof to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent MB or any of its Subsidiaries is a party to or bound by which (i) with respect to the employment of any directors, officers or employees, 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 of any of them is bound limits the freedom transactions contemplated by this Agreement will (either alone or upon the occurrence of Parent any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from MB, or any of its Subsidiaries to any officer or employee thereof, (iii) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) that has not been filed or incorporated by reference in the MB Reports, (iv) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by MB or any of its affiliates or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business, in any geographic area (v) with or with any person, and to a labor union or guild (iii) neither Parent nor any of its Subsidiaries is a party to (A) including any collective bargaining agreement agreement), (vi) (including any MB Benefit Plan) pursuant to which any of the benefits thereunder will be increased, or 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, (Bvii) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent MB or any of its Subsidiaries, Subsidiaries or (IIviii) requires referrals of business or requires Parent that obligates MB or any of its Subsidiaries to make available investment opportunities to any person on conduct business with a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person third party on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Businesspreferential basis. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, 4.14 (a) is referred to herein as a “Parent "MB Contract” ." (b) To the knowledge of MB, (i) each MB Contract is valid and binding on MB or one of its Subsidiaries, as applicable, and in effect as full force and effect, (ii) MB and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each 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 (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the date hereof. Parent has previously made available to the Company true and complete copies part of each Parent Contract in effect as MB or any of the date hereofits Subsidiaries under any such MB Contract.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(aSchedule 3.16(a) of the Parent Camco Disclosure ScheduleSchedules, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Camco nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) (i) with respect to the employment of any directors, officers, 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 the consummation 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 (whether of severance pay or otherwise) becoming due from First Place, Camco, Camco Bank, the Bank or any of their respective Subsidiaries or successors to any officer or employee thereof; (iv) which involves the annual payment of $50,000 or more; (v) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $50,000 per annum, in the case of any such agreement with an individual, or $100,000 per annum, in the case of any other such agreement; (vi) which materially restricts the conduct of any line of business by Camco or any of its Subsidiaries; (vii) with or to a labor union or guild (including any collective bargaining agreement agreement); (viii) relating to the acquisition or disposition of any business (Bwhether by merger, sale of stock, sale of assets or otherwise) any or material assets (other agreement or instrument than this Agreement and the Bank Merger Agreement); (ix) that (I) grants any right of first refusal, refusal or right of first offer or similar right with respect or that limits or purports to any material assets or properties limit the ability of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent Camco or any of its Subsidiaries to make available investment opportunities own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business; (x) with respect to any person on a priority material joint venture, partnership agreement or exclusive basis, similar agreement; (IIIxi) requires Parent with respect to any agreement relating to any intellectual property other than “shrink wrap” licenses related to software; (xii) relating to the indebtedness by Camco or its Subsidiaries for borrowed money or any guaranty of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly in excess of $10,000,000; or indirectly by way (xiii) excluding the plans set forth on Schedule 3.11, where any employee benefits (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect the benefits of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be accelerated, by the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) occurrence of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation any of the transactions contemplated hereunder by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will cause be calculated on the Company or Parent to become obligated to make a payment in excess basis of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than of the payments transactions contemplated by this Agreement or the Bank Merger Agreement. (d) . Each contract, arrangement, commitment or understanding of the type described in this Section 4.13Sections 3.16(a) and 3.16(c) hereof, whether or not set forth in Section 4.13 Schedule 3.16(a) or Schedule 3.16(c) of the Company Camco Disclosure ScheduleSchedules, is referred to herein as a “Parent Camco Contract.” Camco has previously delivered to First Place true and correct copies of each Camco Contract. (b) Except as set forth in effect as Schedule 3.16(b) of the Camco Disclosure Schedules, (i) each Camco Contract is valid and binding and in full force and effect, (ii) Camco and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date hereof. Parent has under each Camco Contract, 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 which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Camco or any of its Subsidiaries under any such 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 the Company true and complete copies of each Parent Contract in effect as First Place including term of the date hereoflease, 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) Except as disclosed set forth in Section 4.13(aSchedule 3.16(a) of the Parent Pamrapo Disclosure ScheduleSchedules, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Pamrapo nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) (i) with respect to the employment of any directors, officers, 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 the consummation 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 (whether of severance pay or otherwise) becoming due from BCB, Pamrapo, Pamrapo Bank, the Bank or any of their respective Subsidiaries or successors to any officer or employee thereof; (iv) which involves the annual payment of $25,000 or more; (v) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice involving the payment of more than $25,000 per annum, in the case of any such agreement with an individual, or $50,000 per annum, in the case of any other such agreement; (vi) which materially restricts the conduct of any line of business by Pamrapo or any of its Subsidiaries; (vii) with or to a labor union or guild (including any collective bargaining agreement agreement); (viii) relating to the acquisition or disposition of any business (Bwhether by merger, sale of stock, sale of assets or otherwise) any or material assets (other agreement or instrument than this Agreement and the Bank Merger Agreement); (ix) that (I) grants any right of first refusal, refusal or right of first offer or similar right with respect or that limits or purports to any material assets or properties limit the ability of Parent or any of its Subsidiaries, (II) requires referrals of business or requires Parent Pamrapo or any of its Subsidiaries to make available investment opportunities own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business; (x) with respect to any person on a priority material joint venture, partnership agreement or exclusive basis, similar agreement; (IIIxi) requires Parent with respect to any agreement relating to any intellectual property other than “shrink wrap” licenses related to software; (xii) relating to the indebtedness by Pamrapo or its Subsidiaries for borrowed money or any guaranty of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly in excess of $5,000,000; or indirectly by way (xiii) excluding the plans set forth on Schedule 3.11, where any employee benefits (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) will be increased, or the vesting of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect the benefits of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be accelerated, by the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) occurrence of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation any of the transactions contemplated hereunder by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will cause be calculated on the Company or Parent to become obligated to make a payment in excess basis of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than of the payments transactions contemplated by this Agreement or the Bank Merger Agreement. (d) . Each contract, arrangement, commitment or understanding of the type described in this Section 4.13Sections 3.16(a) and 3.16(c) hereof, whether or not is set forth in Section 4.13 Schedule 3.16(a) or Schedule 3.16(c) of the Company Pamrapo Disclosure ScheduleSchedules, is referred to herein as a “Parent Pamrapo Contract.” Pamrapo has previously delivered to BCB true and correct copies of each Pamrapo Contract. (b) Except as set forth in effect as Schedule 3.16(b) of the Pamrapo Disclosure Schedules, (i) each Pamrapo Contract is valid and binding and in full force and effect, (ii) Pamrapo and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date hereof. Parent has under each Pamrapo Contract, 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 which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of Pamrapo or any of its Subsidiaries under any such 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 the Company true and complete copies of each Parent Contract in effect as BCB including term of the date hereoflease, 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) Except as otherwise provided in this Agreement or as disclosed in on Section 4.13(a3.13(a) of the Parent Yadkin Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Yadkin nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) any collective bargaining agreement or (Bi) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to the employment of any material assets directors, officers, employees, consultants, independent contractors or properties other service providers other than in the ordinary course of Parent or any of its Subsidiariesbusiness consistent with past practice, (IIii) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basisthat, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into upon execution of this Agreement nor the or consummation or shareholder approval of the transactions contemplated hereunder by this Agreement, will cause (either alone or upon the Company occurrence of any additional acts or Parent to become obligated to make a events) result in any payment in excess or benefits (whether of $50,000 severance pay or otherwise) becoming due from Yadkin, the Surviving Corporation, or any of their respective Subsidiaries to any partycurrent, former or retired officer, employee, director, consultant, independent contractor or other service provider of Yadkin or any Subsidiary thereof, (iii) that is a contract material to the business of Yadkin to be performed after the date of this Agreement, (iv) that materially restricts the conduct of any line of business, or the area in which such business is conducted, by Yadkin or, to the knowledge of Yadkin, upon consummation of the Mergers will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including but not limited toany collective bargaining agreement) or (vi) including any stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or restricted stock units, stock purchase plan, employee stock ownership plan or benefits plan in which any termination feeof the benefits of which will be increased, breakup fee or reimbursement feethe vesting of the benefits of which will be accelerated, pursuant to by the execution of this Agreement, the occurrence of any agreement shareholder approval or understanding between Parent or its Subsidiaries and such party, other than the payments consummation of any of the transactions contemplated by this Agreement. (d) , 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 4.133.13(a), whether or not set forth in Section 4.13 of the Company Yadkin Disclosure Schedule, is referred to herein as a “Parent Yadkin Contract,” in effect as and neither Yadkin nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Yadkin Contract by any of the other parties thereto. (b) (i) Each Yadkin Contract is valid and binding on Yadkin or its applicable Subsidiary and is in full force and effect, (ii) Yadkin and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date hereof. Parent has previously made available to under each 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 Company true and complete copies part of each Parent Contract in effect as Yadkin or any of the date hereofits Subsidiaries under any such Yadkin Contract.

Certain Contracts. (a) Except for this Agreement, the Company Benefit Plans and as disclosed set forth in Section 4.13(a3.13(a) of the Parent Company Disclosure Schedule, as of the date hereof, none of the Company, its Subsidiaries or the Affiliated Medical Practices is a party to nor is bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the results date of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basisthis Agreement, (ii) no commitmentwhich materially restricts the rights of the Company, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries Affiliated Medical Practices to compete in any line of business, business in any geographic area or with any personPerson, and or which requires exclusive referrals of business or requires the Company, its Subsidiaries or the Affiliated Medical Practices to offer specified products or services to their customers on a priority or exclusive basis, (iii) neither Parent nor any of its Subsidiaries is with or to a party to labor union or guild (A) including any collective bargaining agreement agreement), (iv) which relates to the incurrence of Indebtedness in the principal amount of $100,000 or more, (Bv) any other agreement or instrument that (I) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or properties businesses of Parent or any of its Subsidiariesthe Company, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basisthe Affiliated Medical Practices, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IVvi) relates to material indebtedness for borrowed money whether directly which involves the purchase or indirectly by way sale of assets with an aggregate purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect price of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) more. Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.13(a), whether or not publicly disclosed in the Company SEC Reports filed prior to the date hereof or set forth in Section 4.13 3.13(a) of the Company Disclosure Schedule, is referred to herein as a “Parent Company Contract” in effect as ”, and none of the date hereofCompany, its Subsidiaries or the Affiliated Medical Practices has received written notice of any material violation of a Company Contract by any of the other parties thereto. Parent The Company has previously 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 Company Contract is valid and binding on the Company, its Subsidiaries and the Affiliated Medical Practices, as applicable, and in full force and effect (other than due to the Company true and complete copies of each Parent Contract in effect as 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, its Subsidiaries and the Affiliated Medical Practices has performed all material obligations required to be performed by it to date hereofunder each Company Contract, and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a material default on the part of the 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) Except as disclosed in Section 4.13(a‎Section 4.10(a) of the Parent Company Disclosure Schedule, (i) neither Parent nor any Letter sets forth a complete and accurate list as of its Subsidiaries is in breach the date of any commitment, agreement or other instrument this Agreement of each Contract to which it is a party that is material to either the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent Company or any of its Subsidiaries is a party or by which bound (each such Contract, a “Company Material Contract”), which: (i) provides that any of them is bound limits the freedom of Parent Company or its Subsidiaries will not compete with any other 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 compete the Company and its Subsidiaries, taken as a whole; (ii) purports to limit in any line material respect either the type of business, business in any geographic area which the Company or with any person, and (iii) neither Parent nor 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) 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 party to Contract for the operating lease of personal property providing for annual payments of $50,000,000 or more; (vi) is (A) any collective bargaining agreement a Company Real Property Lease or (B) any other agreement a Contract relating to the disposition or instrument that acquisition of Company Owned Real Property; (Ivii) grants any right is required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of first refusalRegulation S-K under the Securities Act; (viii) contains a put, right of first offer 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 equity interests or assets (excluding Intellectual Property) of which would be reasonably likely to 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 foregoing clauses (i) through (viii) and clause (x) below that has or would reasonably be likely to, either pursuant to its own terms or the terms of any related Contracts, involve net payments or receipts in excess of $500,000,000 in any year; or (x) is a Contract (A) governing indebtedness of the Company or any of its Subsidiaries with respect to a principal amount in excess of $50,000,000, (B) that grants a Lien securing indebtedness of the Company or any material assets of its Subsidiaries with a principal amount in excess of $50,000,000 on any property or properties asset of Parent the Company or any of its Subsidiaries, or (IIC) requires referrals under which any Person is guaranteeing indebtedness of business or requires Parent the Company or any of its Subsidiaries with a principal amount in excess of $50,000,000; provided that, notwithstanding the foregoing, Company Material Contracts shall not include any purchase orders and invoices or Company Plans or agreements related to make available investment opportunities to the development or Exploitation (including any person on a priority production, licensing or exclusive basis, distribution) of Content (III) requires Parent or any Intellectual Property licensed for use in the development or production of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any PersonContent, which Contract evidences or relates to indebtedness in are the principal amount subject of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (iSection 4.13(d)) shall be deemed material). (b) Except A true and complete copy of each Company Material Contract, as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) 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 (other than any immaterial omissions and subject to the redaction of competitively sensitive information). Each of the Parent Disclosure ScheduleCompany Material Contracts, neither Parent 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) valid and binding on the Company or the applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, 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 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 Material Contract or Company Additional Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by the Company or any of its Subsidiaries, nor to 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 Parentthe Company, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent of this Agreement, none of Company nor any of its Subsidiaries has previously made available to the received written notice alleging a breach of or default under any Company true and complete copies of each Parent Contract in effect as of the date hereofMaterial Contract.

Certain Contracts. (a) Except as disclosed in Section 4.13(a) of the Parent Advance Disclosure ScheduleSchedule 2.12(a), neither Advance nor any Advance Subsidiary is a party to, is bound by, receives, or is obligated to pay benefits under, (i) neither Parent any agreement, arrangement or commitment, including without limitation, any agreement, indenture or other instrument relating to the borrowing of money by Advance or any 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) or the guarantee by Advance or any Advance Subsidiary of any obligation, (ii) any 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 of the transactions contemplated by this Agreement or the Agreement of Merger (either alone or in connection with the occurrence of any additional acts or events), (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 be filed as an exhibit to Advance's annual, quarterly or current reports under the 1934 Act and which has not been so filed, or (viii) any other agreement, arrangement or understanding to which Advance or any of the Advance Subsidiaries is a party and which is material to the business, results of operations, assets or financial condition of Advance and the Advance Subsidiaries taken as a whole (excluding loan agreements or agreements relating to deposit accounts), in each of the foregoing cases whether written or oral. (b) Neither Advance nor any of its Subsidiaries Advance Subsidiary is in breach of default or in non-compliance under any contract, agreement, commitment, agreement arrangement, lease, insurance policy or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is its assets, business or operations may be bound limits or affected, whether entered into in the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent nor any of its Subsidiaries is a party to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent or any of its Subsidiaries, (II) requires referrals ordinary course of business or requires Parent otherwise and whether written or oral, which default or non-compliance would have a Material Adverse Effect, 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 by Advance or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a partyAdvance Subsidiary. (c) Except as set forth 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 Section 4.13(cAdvance's audited financial statements at and for the year ended June 30, 2004 and is a derivatives contract (including various combinations thereof) of the Parent Disclosure Schedule(each, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company a "Derivatives Contract") or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is owns securities that are referred to herein generically as a “Parent Contract” in effect as of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as of the date hereof"structured notes," "high risk mortgage derivatives," "capped floating rate notes" or "capped floating rate mortgage derivatives."

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a4.16(a) of the Parent First Place Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent First Place nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) any collective bargaining agreement or (Bi) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to the employment of any directors, officers, employees or consultants, (ii) which, upon the consummation 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 (whether of severance pay or otherwise) becoming due from FFY, First Place, the Surviving Corporation, the Surviving Institution or any of their respective Subsidiaries to any officer or employee thereof, (iii) which is a material assets contract (as 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 properties incorporated by reference in First Place Reports, (iv) 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 Parent more than $50,000 per annum, in the case of any such agreement with an individual, or $100,000 per annum, in the case of any other such agreement, (v) which materially restricts the conduct of any line of business by First Place or any of its Subsidiaries, (IIvi) requires referrals of business with or requires Parent 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 its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect the benefits of which will be increased, or the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) vesting of the Parent Disclosure Schedule or Section 4.15(a) benefits of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be accelerated, by the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) occurrence of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation any of the transactions contemplated hereunder by this Agreement or the Bank Merger Agreement, or the value of any of the benefits of which will cause be calculated on the Company or Parent to become obligated to make a payment in excess basis of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than of the payments transactions contemplated by this Agreement or the Bank Merger Agreement. (d) . Each contract, arrangement, commitment or understanding of the type described in this Section 4.134.16(a), whether or not set forth in Section 4.13 4.16(a) of the Company First Place Disclosure Schedule, is referred to herein as a “Parent "First Place Contract” in effect as of the date hereof. Parent ." The First Place has previously made available delivered to the Company FFY true and complete correct copies of each Parent Contract in effect as of the date hereofFirst Place Contract.

Certain Contracts. (a) Except as disclosed in Section 4.13(a) 4.23 of the Parent Disclosure ScheduleSchedule contains a list of all of the following contracts, commitments or agreements (i) neither other than those set forth on an exhibit index in the Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material Reports filed prior to the results date of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (iithis Agreement) no commitment, agreement or other instrument to which Parent or any Subsidiary of its Subsidiaries Parent is a party or by which any of them or their assets is bound limits as of the freedom date of Parent 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 Parent and its Subsidiaries to compete in any line of businessSubsidiaries, in any geographic area or with any persontaken as a whole, and will not be material to Parent and its Subsidiaries, taken as a whole, following the Effective 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) neither Parent nor any drilling contracts of its Subsidiaries is a party to one year or greater remaining duration, including fixed price customer options, (Aiv) any collective bargaining agreement 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, (Bv) any other employment agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of between Parent or any of its Subsidiaries, on the one hand, and any of Parent’s officers and key employees, on the other hand, (IIvi) requires referrals any agreement which, upon the consummation of business the Merger or requires any other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any payment or benefits, from Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor of their respective Subsidiaries to any Personofficer, which Contract evidences director, consultant or relates to indebtedness in the principal amount employee of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule foregoing, (vii) any agreement which is a material joint venture agreement, joint operating agreement, partnership agreement or Section 4.15(aother 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 Parent Disclosure Schedule, neither Parent nor any benefits of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be accelerated, by the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) occurrence of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation any of the transactions contemplated hereunder by this Agreement, or the value of any of the benefits of which will cause be calculated on the Company or Parent to become obligated to make a payment in excess basis of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than of the payments transactions contemplated by this Agreement. Agreement (dincluding 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). Each contract, arrangement, commitment or understanding of the type described in this Section 4.134.23(a), whether or not set forth included as an exhibit to any Parent Report or included in Section 4.13 4.23 of the Company Parent Disclosure Schedule, is referred to herein as a “Parent Material Contract,” and for purposes of Section 5.1 and the 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 this Agreement. (b) Each Parent Material Contract is, to the knowledge of Parent, in full force and effect, and Parent and each of its Subsidiaries have in all material respects performed all obligations required to be performed by them to date under each Parent Material Contract to which it is a party, except where such failure to be binding or in full force and effect or such failure to perform does not and is not reasonably likely to create, individually or in the aggregate, a Parent Material Adverse Effect. Except for such matters as do not and are not reasonably likely to have, individually or in the 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 date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as desire of the date hereofother party or parties to any such Parent 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) Except as disclosed in Section 4.13(a) Seller Disclosure Schedule 3.13(a), neither Seller nor any of the Parent Disclosure ScheduleSubsidiaries is a party to, is bound or affected by, receives or is obligated to pay compensation or benefits under (i) neither Parent nor any agreement, arrangement or commitment, including any agreement, indenture or other instrument relating to the borrowing of money by Seller or any of its the Subsidiaries is in breach or the guarantee by Seller or any of the Subsidiaries of any commitmentobligation except for deposit liabilities, borrowings from the Federal Home Loan Bank and securities repurchase agreements entered into in the ordinary course of business; (ii) any contract, agreement or other instrument understanding with a labor union; (iii) any agreement, arrangement or understanding pursuant to which it is a party that is material any payment (whether of severance pay or otherwise) became or may become due to the results any director, officer or employee of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent Seller or any of its the Subsidiaries upon execution of this Agreement or upon or following consummation of the transactions contemplated by this Agreement (either alone or in connection with the occurrence of any additional acts or events); (iv) any agreement, arrangement or understanding to which Seller or any of the Subsidiaries is a party or by which any of them is bound which limits the freedom of Parent Seller or any of its the Subsidiaries to compete in any line of business, in any geographic area 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; (iiivi) neither Parent nor 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 its the Subsidiaries is a party and which is material to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right the business, results of first refusaloperations, right of first offer or similar right with respect to any material assets or properties financial condition of Parent or any of its Seller and the Subsidiaries, taken individually or as a whole (II) requires referrals of business excluding loan agreements or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions accounts); in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) each of the Parent Disclosure Schedule foregoing cases whether written or Section 4.15(a) of the Parent Disclosure Scheduleoral (each such agreement listed, neither Parent nor any of its Subsidiariesor required to be listed, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, 3.13(a) is referred to herein as a “Parent Contract” in effect as Seller Agreement”). Neither Seller nor any of the date hereofSubsidiaries 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). Parent has previously made available Neither Seller nor any of the Subsidiaries is a party to any agreement, arrangement or commitment relating to the Company true and complete copies employment of each Parent Contract a consultant or the employment, retirement, election or retention in effect office of any present or former director, officer or employee of Seller or Seller Sub (other than those which are terminable at will without any further amounts being payable thereunder as a result of termination by Seller or Seller Sub). (b) Neither Seller nor any of the date hereofSubsidiaries 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 (including specific performance and injunctive relief) 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 in accordance with its terms; all rents and other monetary amounts that may have become due and payable thereunder have been paid.

Certain Contracts. (a) Except for those agreements and other documents filed as disclosed exhibits or incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 or a Quarterly Report on Form 10-Q or Current Report on Form 8-K subsequent thereto, or as set forth in Section 4.13(a3.13(a) of the Parent Company Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) (i) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) which contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of any line of business by the Company or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of Purchaser or any of its Subsidiaries to engage in any line of business that is material to the Company and its Subsidiaries, taken as a whole, (iii) with or to a labor union or guild (including any collective bargaining agreement agreement) or (Biv) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent the Company or any of its Subsidiaries, (II) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on taken as a priority or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Businesswhole. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.13(a) (excluding any Company Benefit Plan), whether or not filed with the SEC or set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent "Company Contract” ". (b) In each case, except as, either individually or in effect the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, (i) each Company Contract is valid and binding on the Company or one of its Subsidiaries, as applicable, and 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 Contract, (iii) to the knowledge of the Company each third-party counterparty to each Company Contract has performed all obligations required to be performed by it to date hereof. Parent has previously made available to under such Company Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a default on the part of the Company true and complete copies or any of each Parent Contract in effect as of the date hereofits Subsidiaries under any such Company Contract.

Certain Contracts. (a) Except as otherwise provided in this Agreement or as disclosed in on Section 4.13(a3.13(a) of the Parent Seller Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Seller nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) any collective bargaining agreement or (Bi) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to the employment of any material assets directors, officers, employees, consultants, independent contractors or properties other service providers other than in the ordinary course of Parent or any of its Subsidiariesbusiness consistent with past practice, (IIii) requires referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basisthat, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into upon execution of this Agreement nor the or consummation or shareholder approval of the transactions contemplated hereunder by this Agreement, will cause (either alone or upon the Company occurrence of any additional acts or Parent to become obligated to make a events) result in any payment in excess or benefits (whether of $50,000 severance pay or otherwise) becoming due from Buyer, Seller, the Surviving Corporation, or any of their respective Subsidiaries to any partycurrent, former or retired officer, employee, director, consultant, independent contractor or other service provider of Seller or any Subsidiary thereof, (iii) that is a contract material to the business of Seller to be performed after the date of this Agreement, (iv) that materially restricts the conduct of any line of business, or the area in which such business is conducted, by Seller or, to the knowledge of Seller, upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business in which a bank holding company may lawfully engage, (v) with or to a labor union or guild (including but not limited toany collective bargaining agreement) or (vi) including any stock option plan, stock appreciation rights plan, restricted stock plan, performance stock, phantom or restricted stock units, stock purchase plan, employee stock ownership plan or benefits plan in which any termination feeof the benefits of which will be increased, breakup fee or reimbursement feethe vesting of the benefits of which will be accelerated, pursuant to by the execution of this Agreement, the occurrence of any agreement shareholder approval or understanding between Parent or its Subsidiaries and such party, other than the payments consummation of any of the transactions contemplated by this Agreement. (d) , 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 4.133.13(a), whether or not set forth in Section 4.13 of the Company Seller Disclosure Schedule, is referred to herein as a “Parent Seller Contract,” in effect as and neither Seller nor any of its Subsidiaries knows of, or has received notice of, any material violation of any Seller Contract by any of the other parties thereto. (i) Each Seller Contract is valid and binding on Seller or its applicable Subsidiary and is in full force and effect, (ii) Seller and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date hereof. Parent has previously made available to under each Seller 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 Company true and complete copies part of each Parent Contract in effect as Seller or any of the date hereofits Subsidiaries under any such Seller Contract.

Certain Contracts. (a) Except as disclosed set forth in the exhibit index for Huntington’s Annual Report on Form 10-K for the year ended December 31, 2005 or as permitted pursuant to Section 4.13(a) 5.3 hereof or as set forth on Section 4.14 of the Parent Huntington Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Huntington nor any of its Subsidiaries is a party to or bound by (i) any Instruments of Indebtedness by Huntington or any of its Subsidiaries in an amount in excess in the aggregate of $50,000,000, other than those having a term of 30 days or less and other than deposit liabilities (collectively, “Huntington Instruments of Indebtedness”), (ii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any material respect (A) any collective bargaining agreement the ability of Huntington or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any other portion of the business of Huntington and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Sky and its Subsidiaries, is or would be conducted, (iv) any contract or agreement providing for any payments that are conditioned, in whole or instrument that (I) grants any right in part, on a change of first refusal, right control of first offer or similar right with respect to any material assets or properties of Parent Huntington or any of its Subsidiaries, (IIv) requires referrals any collective bargaining agreement, and (vi) any contract or other agreement not made in the ordinary course of business which (A) is material to Huntington and its Subsidiaries taken as a whole or requires Parent (B) which would reasonably be expected to materially delay the consummation of the Merger or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basisthe transactions contemplated by this Agreement (the agreements, (III) requires Parent or any contracts and obligations of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, the type described in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause clauses (i) abovethrough (vi) being referred to herein as “Huntington Material Contracts”). There are no provisions in any Huntington Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any contract (x) involving the financial payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions payment of outstanding principal and accrued interest) be made in the Ordinary Course event of Business, which shall not be deemed material for purposes the repayment of clause (i)) shall be deemed materialthe outstanding Indebtedness thereunder prior to expiration. (b) Except as disclosed Each Huntington Material Contract is valid and binding on Huntington (or, to the extent a Subsidiary of Huntington is a party, such Subsidiary) and, to the knowledge of Huntington, any other party thereto and is in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent full force and effect. Neither Huntington nor any of its SubsidiariesSubsidiaries is in breach or default under any Huntington Material Contract except where any such breach or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Huntington and its Subsidiaries taken as a whole. Neither Huntington nor any Subsidiary of Huntington knows of, or has received notice of, any violation or default under (nor, to the Knowledge knowledge of ParentHuntington, 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 Huntington Material Contract by any other party theretothereto except where any such violation or default would not, is individually or in default the aggregate, reasonably be expected to result in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or a Material Adverse Effect on Huntington and its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein taken as a “Parent Contract” in effect as of whole. Prior to the date hereof. Parent , Huntington has previously made available to the Company Sky true and complete copies of each Parent Contract in effect as of the date hereofall Huntington Material Contracts.

Certain Contracts. (a) Except as disclosed in Section 4.13(a) Seller Disclosure Schedule 3.13(a), neither Seller nor any of the Parent Disclosure ScheduleSeller Subsidiaries is a party to, is bound or affected by, receives, or is obligated to pay benefits under, (i) neither Parent 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 present or former director or officer of Seller or any of the Seller 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 Seller or any of the Seller Subsidiaries upon execution of this Agreement or upon or following consummation of the transactions contemplated by this Agreement (either alone or in connection with the occurrence of any additional acts or events), (v) any agreement, arrangement or understanding to which Seller or any of 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 line of business or with any person, or that involve any restriction of the geographic area in which, or method by which, it or any of its subsidiaries may carry on its business (other than as may be required by law or any regulatory agency), (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 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 agreement, arrangement or understanding providing for the sharing of profits, losses, costs or 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 and which is material to the business, operations, assets or financial condition of Seller and the Seller Subsidiaries taken as a whole (excluding loan agreements or agreements relating to deposit accounts), in each of the foregoing cases whether written or oral. (b) Neither Seller nor any of its the Seller Subsidiaries is in breach default or in non-compliance, which default or non-compliance would have a material adverse effect on the 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, agreement arrangement, lease, insurance policy or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is its assets, business or operations may be bound limits or affected, whether entered into in the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent nor any of its Subsidiaries is a party to (A) any collective bargaining agreement or (B) any other agreement or instrument that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Parent or any of its Subsidiaries, (II) requires referrals ordinary course of business or requires Parent otherwise and whether written or oral, and there has not occurred any event that with the lapse of its Subsidiaries to make available investment opportunities to any person on time or the giving of notice, or both, would constitute such a priority default or exclusive basis, (III) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed materialnon-compliance. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding of the type described in this Section 4.13, whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available to the Company true and complete copies of each Parent Contract in effect as of the date hereof.

Certain Contracts. (a) Except as disclosed set forth in Section 4.13(a3.13(a) of the Parent Company Disclosure Schedule, (i) as of the date hereof, neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent or any of its Subsidiaries is a party or by which any of them is bound limits the freedom of Parent or any of its Subsidiaries to compete in any line of business, in any geographic area or with any person, and (iii) neither Parent Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (Awhether written or oral) (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) which contains a provision that limits (or purports to limit) in any material respect the ability of the Company or its affiliates (or, following the Closing, the Surviving Corporation or its affiliates) to engage or compete in any business (including (a) any exclusivity or exclusive dealing provisions with such an effect or (b) any geographic restrictions and preferential arrangements), (iii) with or to a labor union or guild (including any collective bargaining agreement agreement), (iv) 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 (B60) any other agreement days or instrument less, (v) that (I) grants any right of first refusal, right of first offer or similar right with respect to any material assets assets, rights or properties of Parent the Company or its Subsidiaries, taken as a whole, (vi) for any of joint venture, partnership or similar agreement material to the Company or its Subsidiaries, (IIvii) that requires the Company or its Subsidiaries to sell or purchase goods or services on an exclusive basis or make referrals of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, (IIIviii) requires Parent that relates to the acquisition or disposition of any business, capital stock or assets of its Subsidiaries any Person (whether by merger, sale of stock, sale of assets or otherwise) that has any remaining obligations (other than customary obligations relating to use any product or service the indemnification of another person on an exclusive basis directors and officers), or (IVix) that relates to material indebtedness for borrowed money whether directly any real property leased, subleased, licensed or indirectly occupied by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Personits Subsidiaries as lessee, which Contract evidences sublessee, licensee or relates to indebtedness in occupant and provides for annual payments by the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and reasonably expected to involve the payment of more than $75,000 (other than contracts relating to banking credit or deposit transactions in the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed material. (b) Except as disclosed in Section 4.13(b) of the Parent Disclosure Schedule or Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent, any other party thereto, is in default in any material respect under any material lease, contract, mortgage, promissory note, deed of trust, loan or other commitment (except those under which Parent Company or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause the Company or Parent to become obligated to make a payment in excess of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) 100,000. Each contract, arrangement, commitment or understanding of the type described in this Section 4.133.13(a) (excluding any Company Benefit Plan), whether or not set forth in Section 4.13 of the Company Disclosure Schedule, is referred to herein as a “Parent Company Contract,” in effect as and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation of the date hereof. Parent has previously made available to above by any of the other parties thereto 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 Company Contract is valid and binding on the Company true or one of its Subsidiaries, as applicable, and complete copies in full force and effect, (ii) the Company and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Company Contract, (iii) each third-party counterparty to each Company Contract in effect as has performed all obligations required to be performed by it to date under such Company Contract, and (iv) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a default on the part of the date hereofCompany or any of its Subsidiaries under any such Company Contract.

Certain Contracts. (a) Except as disclosed in Section 4.13(a) The Company Disclosure Letter lists each of the Parent Disclosure Schedulefollowing Contracts, (i) neither Parent nor any of its Subsidiaries is in breach of any commitment, agreement or other instrument to which it is a party that is material to either the results of operations, cash flows or financial condition of Parent and its Subsidiaries on a consolidated basis, (ii) no commitment, agreement or other instrument to which Parent Company or any of its Subsidiaries is a party party, including all amendments and supplements thereto, (collectively, the “Material Contracts” and each a “Material Contract”): (i) All employment, consultation, retirement, termination, sign-on, buy-out or by which other Contracts with any present or former officer, director, trustee, employee, agent, broker or independent contractor of the Company or any of them is bound limits its Subsidiaries (including, but not limited to, loans or advances to any such Person (as defined below) or any Affiliate of such Person) excluding (I) such Contracts which are terminable by the freedom Company or any of Parent its Subsidiaries at will without severance and (II) Contracts that involve or are reasonably likely to involve the payment pursuant to the terms of such Contract of less than $100,000; (ii) All Contracts containing any provision or covenant (A) limiting the ability of the Company or any of its Subsidiaries to compete with any Person in its business, to do business with any Person or in any line location or to employ any Person, (B) limiting the ability of business, in any geographic area Person to compete with or with any person, and (iii) neither Parent nor obtain products or services from the Company or any of its Subsidiaries is a party to (A) any collective bargaining agreement or (BC) restricts the Company or any of its Subsidiaries from engaging in any business or activity anywhere in the world; (iii) All Contracts relating to the borrowing of money by the Company or any 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, or any other agreement liability of the Company or instrument that (I) grants any right of first refusalits Subsidiaries in respect of indebtedness for borrowed money or other specific financial obligation of any Person, right of first offer including, but not limited to, any Contract relating to or similar right 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 or properties of Parent the Company or any of its Subsidiaries, ; (IIvi) requires referrals All Contracts with any director or Affiliate of business or requires Parent or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis, the Company; and (IIIvii) requires Parent or any of its Subsidiaries to use any product or service of another person on an exclusive basis or All other Contracts (IV) relates to material indebtedness for borrowed money whether directly or indirectly by way of purchase money obligation, conditional sale, lease, purchase, guaranty or otherwise, in respect of which the Company or any Subsidiary is an obligor to any Person, which Contract evidences or relates to indebtedness in the principal amount of $250,000 or more, other than deposits, Federal Home Loan Bank Contracts which are expressly excluded under any other subsection of this Section 4.14) that involve or Federal Reserve borrowings and reverse repurchase agreements in the Ordinary Course of Business. For purposes of clause (i) above, any contract (x) involving the payment of more than $100,000 or (y) with a remaining term of greater than six months and are reasonably expected 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 than $75,000 (other than contracts relating or the termination of which is reasonably likely to banking credit or deposit transactions in have a Material Adverse Effect on the Ordinary Course of Business, which shall not be deemed material for purposes of clause (i)) shall be deemed materialCompany. (b) Except as disclosed has not had and would not reasonably be expected to have, individually or in Section 4.13(bthe 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 Parent Disclosure Schedule Company or Section 4.15(a) any of its Subsidiaries, as the case may be, and, to the knowledge of the Parent Disclosure ScheduleCompany, of each other party thereto, enforceable against each such party in accordance with its terms, (ii) neither Parent the Company nor any of its Subsidiaries, nor as the case may be, nor, to the Knowledge knowledge of Parentthe Company, any other party theretoto a Material Contract, is in violation or default in of any material respect under term of any material leaseMaterial Contract, contractand (iii) no condition or event exists that, mortgagewith the giving of notice or the passage of time, promissory noteor both, deed of trust, loan would constitute a violation or other commitment (except those under which Parent or its Subsidiaries will be the creditor) or arrangement to which Parent is a party. (c) Except as set forth in Section 4.13(c) of the Parent Disclosure Schedule, neither the entering into of this Agreement nor the consummation of the transactions contemplated hereunder will cause default by the Company or Parent any of its Subsidiaries, as the case may be, or any other party to become obligated to make a payment in excess Material Contract, or permit the termination, modification, cancellation or acceleration of $50,000 to any party, including but not limited to, any termination fee, breakup fee or reimbursement fee, pursuant to any agreement or understanding between Parent or its Subsidiaries and such party, other than the payments contemplated by this Agreement. (d) Each contract, arrangement, commitment or understanding performance of the type described in this Section 4.13, whether or not set forth in Section 4.13 obligations of the Company Disclosure Scheduleor any of its Subsidiaries, is referred to herein as a “Parent Contract” in effect as of the date hereof. Parent has previously made available case may be, or any other party to the Company true and complete copies of each Parent Contract in effect as of the date hereofMaterial Contract.