Common use of Certain Contracts Clause in Contracts

Certain Contracts. (a) None of the Companies nor any of their Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material to the Companies and their Subsidiaries taken as a whole, (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 line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) 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 any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their 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 the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly 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 breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’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 Seller’s knowledge, threatened with respect to any Company Contract.

Certain Contracts. (a) None Except as set forth in Section 3.13(a) of the Companies Camber Disclosure Schedule, as of the date hereof, neither Camber nor any of their Subsidiaries 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) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that contains a non-compete or client client, employee or customer non-solicit requirement or any other provision provision, in each case that materially restricts the conduct of, or the manner of conducting, any line of business in by Camber or any geographic area, or, to of the knowledge of Seller, Camber Subsidiaries or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Combined Company or any of their respective Subsidiaries its affiliates to engage in any line of business or in any geographic area, region; (iii) that is material and obligates any of the Companies Camber or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries Camber Subsidiary to conduct business with any third party on an a preferential or exclusive basis or preferential basis, in any case of the preceding which is material, contains material “most favored nation” or similar provisions; (iv) 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; (viA) that is an indenture, credit agreement, loan agreement, guarantee security agreement, guarantee, note, mortgage or other agreement relating or commitment that provides for or relates to material any 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 Company or any other person of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; nature described in clause (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any personA), in the case of each case of clauses (A) and (B), in an the principal amount in excess of $1 million; 500,000 or more, other than any Camber Lease; (viiiv) that is with an agencyany manufacturer, brokervendor, insurer lessor or other person that accounted supplier with respect to which manufacturer, vendor, lessor or other supplier the aggregate annual spend for 1% or more of the sales of most recent fiscal year exceeded $500,000 for Camber and the Companies and their Insurance 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 (but 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 12 months ended June 30most recent fiscal year exceeded $500,000 for Camber and the Camber Subsidiaries, 2008; 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, or right of first negotiation with respect to any material assets, rights or properties of Camber or the Camber Subsidiaries; (viii) that is a consulting agreement involving the payment of more than $50,000 per annum (other than any such Contracts which are terminable by Camber or any Camber Subsidiary on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (ix) that provides for the indemnification of any officer, director or employee of the Companies pursuant to which Camber or any of their Subsidiaries; Camber Subsidiary receives from any third party a license or similar right to any Intellectual Property (defined below) that is material to Camber, other than those that are received pursuant to Non-Scheduled Contracts (defined below); (x) that would preventis a settlement, materially delay consent or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contractsimilar agreement and contains any material continuing obligations of Camber or any Camber Subsidiary, arrangement, commitment including without limitation any express patent license granted in settlement of any assertion or understanding allegation of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.”patent infringement; (bxi) (i) Each Company Contract that is valid and binding on the applicable Company a material joint venture, partnership or its applicable Subsidiary, enforceable against it in accordance with its terms (subject limited liability company agreement or other similar contract relating to the Bankruptcy and Equity Exception)formation, and is in full force and effectcreation, (ii) each Company and each operation, management or control of its Subsidiaries andany joint venture, to Seller’s knowledgepartnership or limited liability company, each other party thereto has duly 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 breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under than any such Company Contract. No notice contract solely between Camber and its wholly-owned Subsidiaries or among Camber’s wholly-owned Subsidiaries; (xii) that relates to the acquisition or disposition of default any person, business or termination has been received asset and under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractwhich Camber or the Camber Subsidiaries have or may have a material obligation or liability.

Certain Contracts. (a) None Except as set forth in Section 3.13(a) of the Companies Coursera Disclosure Letter, as of the date hereof, neither Coursera nor any of their Subsidiaries Coursera Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (each, a “Contract”), including any Coursera Lease but excluding any Coursera 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 Coursera) and: (i) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that contains a non-compete or compete, client or customer non-solicit requirement or any other provision provision, in each case that restricts the conduct of, or the manner of conducting, any line of business by Coursera or any of the Coursera Subsidiaries in any geographic area, or, to the knowledge of Seller, material respect or upon consummation of the transactions contemplated hereby could Merger will restrict the ability of Buyers, the Companies Combined Company or any of their respective Subsidiaries its affiliates to engage in any line of business or in any geographic area, region in any material respect; (iii) that obligates any of the Companies Coursera or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries Coursera Subsidiary to conduct business with any third party on an a preferential or exclusive basis or preferential basis, in contains “most favored nation” or similar provisions that restrict Coursera or any case of the preceding which is material, Coursera Subsidiary; (iv) 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; (viA) that is an indenture, credit agreement, loan agreement, guarantee security agreement, guarantee, note, mortgage or other agreement relating or commitment that provides for or relates to material indebtedness any Indebtedness of Coursera or any Coursera Subsidiary, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements, or (B) that provides for the guarantee, assumption or endorsement by Coursera or any Coursera Subsidiary of, or any similar commitment by Coursera or any Coursera Subsidiary with respect to, Indebtedness of any Company other person of the nature described in clause (A), in the case of each of clauses (A) and (B), in an aggregate principal amount of $1,000,000 or more, other than any Coursera Lease; (v) that is with any Coursera Covered Supplier, in each case, pursuant to which Coursera and the Coursera Subsidiaries purchase or lease from such Coursera Covered Supplier (provided that ordinary course ordering documents, quotes, purchase orders, and similar documents will not be required to be set forth in Section 3.13(a) of its Subsidiariesthe Coursera Disclosure Letter); (vi) that is with any Coursera Covered Customer, or in each case, pursuant to which such Coursera Covered Customer purchases products and services from Coursera and the Coursera Subsidiaries (provided that ordinary course ordering documents, quotes, purchase orders, and similar documents will not be required to be set forth in Section 3.13(a) of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; Coursera Disclosure Letter); (vii) that requires the Companies or is with any of their Subsidiaries to make an investment in, or otherwise provide funds to, any personCoursera Covered Reseller, in each case case, pursuant to which such Coursera Covered Reseller resells Coursera products and services (provided that ordinary course ordering documents, quotes, purchase orders, and similar documents will not be required to be set forth in an amount in excess Section 3.13(a) of $1 million; the Coursera Disclosure Letter); (viii) that is with an agencyany Coursera Covered Content Partner, brokerin each case pursuant to which such Coursera Covered Content Partner provides instruction or course content or services for proliferation through the Coursera products and services; (ix) that grants any right of first refusal, insurer right of first offer, or other person that accounted for 1% right of first negotiation with respect to any material assets, rights or more properties of Coursera or the sales Coursera Subsidiaries; (x) pursuant to which Coursera or any Coursera Subsidiary grants to or receives from any third party a license or similar right with respect to Intellectual Property, which license or similar right is material to the business of Coursera and the Companies and their Insurance Coursera Subsidiaries, taken as a whole, other than Non-Scheduled Contracts; (xi) pursuant to which any third party has developed Intellectual Property, whether solely or jointly, for or on behalf of Coursera or any Coursera Subsidiary, which Intellectual Property is material to the 12 months ended June 30business of Coursera and the Coursera Subsidiaries, 2008taken as a whole, other than (A) Intellectual Property licensed to Coursera or a Coursera Subsidiary pursuant to Content Licenses or (B) pursuant to which Coursera or a Coursera Subsidiary is assigned all right, title and interest of such third party in and to such Intellectual Property; (xii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Coursera or any Coursera Subsidiary, including without limitation any express Intellectual Property license granted in settlement of any assertion or allegation of Intellectual Property infringement; (xiii) that is a material joint venture, partnership or limited liability company agreement or other similar contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such contract solely between Coursera and its wholly owned Subsidiaries or among Coursera’s wholly owned Subsidiaries; or (ixxiv) that provides for the indemnification acquisition or disposition of any officerperson, director business, business line or employee of assets and under which Coursera or the Companies Coursera Subsidiaries have or any of their Subsidiaries; may have a material obligation or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contractliability.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly 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 breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’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 Seller’s knowledge, threatened with respect to any Company Contract.

Certain Contracts. (a) None Except for this Agreement and the Transaction Documents and any agreements contemplated hereby or thereby, as of the Companies date hereof, neither Marigold nor any of their the Marigold Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) by: (i) that is any Contract relating to material to Indebtedness of Marigold or any of the Companies Marigold Subsidiaries (other than such Contracts between Marigold and their Subsidiaries taken as a whole, its wholly owned Subsidiaries); (ii) that contains a non-compete any Contract under which Marigold or client any of the Marigold Subsidiaries has directly, or customer non-solicit requirement indirectly, made any loan, capital contribution or other provision that restricts the conduct of, or the manner of conductinginvestment in, any line Person (other than (w) any such Contract pursuant to which there are no outstanding obligations, (x) extensions of business credit in the ordinary course of business, (y) investments in marketable securities in the ordinary course of business, and (z) investments by Marigold or its wholly owned Subsidiaries in wholly owned Subsidiaries of Marigold); (iii) any Contract that limits or purports to limit or restrict in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict material respect the ability of Buyers, the Companies Marigold or any of their respective the Marigold Subsidiaries or Affiliates (including Montage and its Subsidiaries after the Merger) to engage compete in any line of business in any or geographic area; (iv) any material partnership, joint venture, limited liability company or similar Contract; (iiiv) any Contract that obligates is a local marketing agreement, joint sales agreement, shared services agreement or similar agreement; (vi) any Contract relating to Program Rights under which it would reasonably be expected that Marigold and the Marigold Subsidiaries would make annual payments of $500,000 or more during any twelve (12) month period or the remaining term of such Contract; (vii) any network affiliation Contract or similar Contract; (viii) any Contract relating to cable or satellite transmission or retransmission with MVPDs with more than 50,000 paid subscribers with respect to each Marigold Station; (ix) any material Barter Agreement; (x) any material Contract with a Governmental Entity; (xi) any Contract for the acquisition, sale, lease or license of any material business or properties or assets of or by Marigold or any of the Companies Marigold Subsidiaries outside of the ordinary course of business (by merger, purchase or sale of assets or stock) entered into since July 1, 2012 or any Contract for any acquisition of any material business or properties or assets by Marigold or any of its the Marigold Subsidiaries pursuant to conduct business on an exclusive which Marigold or preferential basis any of the Marigold Subsidiaries has any outstanding “earn-out” or other obligation to pay consideration; (xii) any Contract governing a Marigold Related Party Transaction; (xiii) any Contract that would be a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) of Marigold; (xiv) any registration rights agreements with respect to securities of Marigold; (xv) any channel sharing agreement with a third party or upon consummation parties with respect to the sharing of Spectrum for the operation of two or more separately owned television stations after the conclusion of the transactions contemplated hereby will obligate Buyers, FCC Broadcast Incentive Auction; or (xvi) any other Contract or series of related Contracts under which it would reasonably be expected that Marigold and the Companies Marigold Subsidiaries would receive or make annual payments of $1,000,000 or more during any twelve (12) month period or the remaining term of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreementsuch Contract; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their 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 the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding Contracts of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is clauses (i) through (xv) above being referred to herein as a the “Company ContractMarigold Material Contracts”). Each Marigold Material Contract (including all amendments and supplements thereto) as in effect as of the date hereof is listed on Section 3.12(a) of the Marigold Disclosure Letter and has heretofore been made available to Montage.” (b) With respect to each of the Marigold Material Contracts, (i) Each Company except to the extent it has expired in accordance with its terms, such Marigold Material Contract is valid and binding on Marigold or the Marigold Subsidiaries, as applicable Company (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to similar Laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies), and is in full force and effect, (ii) each Company and each none of its Marigold or any of the Marigold Subsidiaries andor, to Seller’s knowledgethe Knowledge of Marigold, each any other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract such Marigold Material Contract, is in material breach or material violation of, or in material default under, such Marigold Material Contract, and (iii) to the Knowledge of Marigold, no event has occurred which would result in such a material breach or condition exists that constitutes ormaterial violation of, after notice or lapse of time or botha material default under, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’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 Seller’s knowledge, threatened with respect to any Company Marigold Material Contract.

Certain Contracts. (a) None The Company has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to the Acquiror of, all Contracts (collectively, the “Company Material Contracts”) to which, as of the Companies nor date hereof, the Company or any of their its Consolidated Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material to the Companies and their Subsidiaries taken as a whole, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct ofparty, or by which the manner Company or any of conducting, any line of business in any geographic areaits Consolidated Subsidiaries may be bound, or, to the knowledge of Sellerthe Company, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies which it or any of its Consolidated Subsidiaries to conduct business on an exclusive or preferential basis their respective assets or properties may be subject, with respect to: (i) any third party or upon consummation Contract that is a “material contract” within the meaning of Item 601(b)(10) of the transactions contemplated hereby will obligate BuyersSEC’s Regulation S-K; (ii) any loans or credit agreements, the Companies or mortgages, indentures and other agreements and instruments pursuant to which any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case Indebtedness of the preceding which is material, (iv) 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 any Company or any of its Subsidiaries, or of any third party for which the Companies or their Consolidated Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an aggregate principal amount in excess of $1 million; 5,000,000 is outstanding or may be incurred, or any guarantee by the Company or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $5,000,000; (viiiiii) any non-competition or non-solicitation Contract or any other Contract that is with an agencylimits, brokerpurports to limit, insurer or other person that accounted for 1% would reasonably be expected to limit in each case in any material respect the manner in which, or more the localities in which, any material business of the sales of the Companies Company and their Insurance its Consolidated Subsidiaries, taken as a whole, for is or could be conducted or the 12 months ended June 30types of business that the Company and its Consolidated Subsidiaries conducts or may conduct; or (iv) any Contract that obligates the Company or any of its Consolidated Subsidiaries to conduct any business that is material to the Company and its Consolidated Subsidiaries, 2008; (ix) that provides for the indemnification of taken as a whole, on an exclusive basis with any officerthird party, director or employee upon consummation of the Companies Mergers, will obligate the Acquiror, the Surviving Company or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability Consolidated Subsidiaries to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contractconduct business with any third-party on an exclusive basis.” (b) (i) Each Company Material Contract is (x) valid and binding on the applicable Company or its applicable SubsidiaryConsolidated Subsidiary and, to the Company’s knowledge, each other party thereto, (y) enforceable against it the Company or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effecteffect other than in each case as would not, (ii) each individually or in the aggregate, reasonably be expected to be material to the Company and each its Consolidated Subsidiaries, taken as a whole. The Company Advisory Agreement has been approved by the Company Board and stockholders of the Company in accordance with Section 15 of the Investment Company Act. Neither the Company nor any of its Consolidated Subsidiaries andnor, to Sellerthe Company’s knowledge, each any other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and thereto, is in material breach of any provisions of or in default (iii) no event or condition exists that constitutes or, after with the giving of notice or lapse of time or both, will constitutewould be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a breachright of termination or acceleration under, violation any Company Material Contract other than as would not, individually or default on in the part of aggregate, reasonably be expected to have a Material Adverse Effect with respect to the applicable Company. No Company Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to the Company or any of its Consolidated Subsidiaries orthat, to Seller’s knowledgewith or without the giving of notice, any other party thereto under any such Company Contract. No notice the lapse of time or both, would constitute a breach or default or termination has been received under any Company Contract. There are no disputes pending orMaterial Contract other than as would not, individually or in the aggregate, reasonably be expected to Seller’s knowledgebe material to the Company and its Consolidated Subsidiaries, threatened with respect to any Company Contracttaken as a whole.

Certain Contracts. (a) None Except as set forth in Section 4.13(a) of the Companies Udemy Disclosure Letter, as of the date hereof, neither Udemy nor any of their Subsidiaries Udemy Subsidiary is a party to or bound by any contractContract, arrangementincluding any Udemy Lease but excluding any Udemy Benefit Plan, commitment that has not expired or understanding been terminated as of the date of this Agreement (whether written such that none of its provisions remains in force or oraleffect, 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 Udemy) and: (i) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that contains a non-compete or compete, client or customer non-solicit requirement or any other provision provision, in each case that restricts the conduct of, or the manner of conducting, any line of business by Udemy or any of the Udemy Subsidiaries in any geographic area, or, to the knowledge of Seller, material respect or upon consummation of the transactions contemplated hereby could Merger will restrict the ability of Buyers, the Companies Combined Company or any of their respective Subsidiaries its affiliates to engage in any line of business or in any geographic area, region in any material respect; (iii) that obligates any of the Companies Udemy or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries Udemy Subsidiary to conduct business with any third party on an a preferential or exclusive basis or preferential basis, in contains “most favored nation” or similar provisions that restrict Udemy or any case of the preceding which is material, Udemy Subsidiary; (iv) 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; (viA) that is an indenture, credit agreement, loan agreement, guarantee security agreement, guarantee, note, mortgage or other agreement relating or commitment that provides for or relates to material indebtedness any Indebtedness of Udemy or any Udemy Subsidiary, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements, or (B) that provides for the guarantee, assumption or endorsement by Udemy or any Udemy Subsidiary of, or any similar commitment by Udemy or any Udemy Subsidiary with respect to, Indebtedness of any Company other person of the nature described in clause (A), in the case of each of clauses (A) and (B), in an aggregate principal amount of $1,000,000 or more, other than any Udemy Lease; (v) that is with any Udemy Covered Supplier, in each case, pursuant to which Udemy and the Udemy Subsidiaries purchase or lease from such Udemy Covered Supplier (provided that ordinary course ordering documents, quotes, purchase orders, and similar documents will not be required to be set forth in Section 4.13(a) of its Subsidiariesthe Udemy Disclosure Letter); (vi) that is with any Udemy Covered Customer, or in each case, pursuant to which such Udemy Covered Customer purchases products and services from Udemy and the Udemy Subsidiaries (provided that ordinary course ordering documents, quotes, purchase orders, and similar documents will not be required to be set forth in Section 4.13(a) of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; Udemy Disclosure Letter); (vii) that requires the Companies or is with any of their Subsidiaries to make an investment in, or otherwise provide funds to, any personUdemy Covered Reseller, in each case case, pursuant to which such Udemy Covered Reseller resells Udemy products and services (provided that ordinary course ordering documents, quotes, purchase orders, and similar documents will not be required to be set forth in an amount in excess Section 4.13(a) of $1 million; the Udemy Disclosure Letter); (viii) that is with an agencyany Udemy Covered Instructor, brokerin each case pursuant to which such Udemy Covered Instructor provides instruction or course content or services for proliferation through the Udemy products and services; (ix) that grants any right of first refusal, insurer right of first offer, or other person that accounted for 1% right of first negotiation with respect to any material assets, rights or more properties of Udemy or the sales Udemy Subsidiaries; (x) pursuant to which Udemy or any Udemy Subsidiary grants to or receives from any third party a license or similar right with respect to Intellectual Property, which license or similar right is material to the business of Udemy and the Companies and their Insurance Udemy Subsidiaries, taken as a whole, other than Non-Scheduled Contracts; (xi) pursuant to which any third party has developed Intellectual Property, whether solely or jointly, for or on behalf of Udemy or any Udemy Subsidiary, which Intellectual Property is material to the 12 months ended June 30business of Udemy and the Udemy Subsidiaries, 2008taken as a whole, other than (A) Intellectual Property licensed to Udemy or an Udemy Subsidiary pursuant to Content Licenses or (B) pursuant to which Udemy or an Udemy Subsidiary is assigned all right, title and interest of such third party in and to such Intellectual Property; (xii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Udemy or any Udemy Subsidiary, including without limitation any express Intellectual Property license granted in settlement of any assertion or allegation of Intellectual Property infringement; (xiii) that is a material joint venture, partnership or limited liability company agreement or other similar contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such contract solely between Udemy and its wholly owned Subsidiaries or among Udemy’s wholly owned Subsidiaries; or (ixxiv) that provides for the indemnification acquisition or disposition of any officerperson, director business, business line or employee of assets and under which Udemy or the Companies Udemy Subsidiaries have or any of their Subsidiaries; may have a material obligation or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreementliability. Each contract, arrangement, commitment or understanding Contract of the type described required to be set forth in this Section 3.13(a4.13(a) of the Udemy Disclosure Letter (without giving effect to the parenthetical clauses in the foregoing clauses (v), (vi) and (vii)), whether or not set forth in the Company Udemy Disclosure ScheduleLetter, is referred to herein as a “Company Udemy Contract.”” Udemy has made available to Coursera true, correct and complete copies of each Udemy Contract in effect as of the date hereof, excluding any schedules, annexes, exhibits, work orders, statements of work or other ancillary documents with respect to any such Udemy Contract that are no longer in force or effect or do not contain terms that are, individually or in the aggregate, material to Udemy and the Udemy Subsidiaries. (b) (i) Each Company Udemy Contract is valid and binding on Udemy or one of the applicable Company or its applicable SubsidiaryUdemy Subsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Udemy, (ii) each Company of Udemy and each of its the Udemy Subsidiaries and, to Seller’s knowledge, each other party thereto has duly 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 Udemy 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 Udemy, (iii) to the knowledge of Udemy, each third-party counterparty to each Udemy Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under each Company such Udemy 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 Udemy, (iv) neither Udemy nor any Udemy Subsidiary has knowledge of, or has received notice of, any violation of any Udemy 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 Udemy and (iiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation material breach or default on the part of the applicable Company Udemy or any of its Subsidiaries Udemy Subsidiary or, to Seller’s knowledgethe knowledge of Udemy, any other party thereto thereto, of or under any such Company Udemy Contract. No notice , except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Udemy. (c) Except as set forth on Section 4.13(c) of default the Udemy Disclosure Letter, each Contract between Udemy or termination has been received under any Company Contract. There are no disputes pending oran Udemy Subsidiary, on the one hand, and an instructor who is one of ▇▇▇▇▇’s top 1,000 instructors by revenue for the twelve month period ended September 30, 2025, on the other hand, is on Udemy’s standard form instructor agreement in the form made available to Seller’s knowledge, threatened with respect to any Company ContractCoursera.

Certain Contracts. (a) None of Except as disclosed in the Companies Raritan Disclosure Schedule under this Section or Section 3.5, (i) neither Raritan nor any of their Subsidiaries Raritan Subsidiary is a party to or bound by any contract, arrangement, commitment 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 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) that as of the date of this Agreement, neither Raritan nor any Raritan Subsidiary is material a party to or bound by any commitment, agreement or other instrument which contemplates the Companies 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 their Subsidiaries taken as a wholecannot be terminated by Raritan or its subsidiary without consent of the other party thereto, (ii) that contains a non-compete or client or customer non-solicit requirement no commitment, agreement or other provision that restricts instrument to which Raritan or any Raritan Subsidiary is a party or by which any of them is bound limits the conduct of, freedom of Raritan or the manner of conducting, any Raritan Subsidiary to compete in any line of business or with any person, and (iii) neither Raritan nor any Raritan Subsidiary is a party to any collective bargaining agreement. (c) Except as disclosed in the Raritan Disclosure Schedule, neither Raritan nor any geographic area, orRaritan Subsidiary nor, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) 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 any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their 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 the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly 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 breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledgeRaritan, any other party thereto thereto, is in default in any material respect under any such Company Contract. No notice material lease, contract, mortgage, promissory note, deed of default trust, loan or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractother commitment or arrangement.

Certain Contracts. (a) None Except for this Agreement and the Transaction Documents and any agreements contemplated hereby or thereby, as of the Companies date hereof, neither Montage nor any of their the Montage Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) by: (i) that is any Contract relating to material to Indebtedness of Montage or any of the Companies Montage Subsidiaries (other than such Contracts between Montage and their Subsidiaries taken as a whole, its wholly owned Subsidiaries); (ii) that contains a non-compete any Contract under which Montage or client any of the Montage Subsidiaries has directly, or customer non-solicit requirement indirectly, made any loan, capital contribution or other provision that restricts the conduct of, or the manner of conductinginvestment in, any line Person (other than (w) any such Contract pursuant to which there are no outstanding obligations, (x) extensions of business credit in the ordinary course of business, (y) investments in marketable securities in the ordinary course of business, and (z) investments by Montage or its wholly owned Subsidiaries in wholly owned Subsidiaries of Montage); (iii) any Contract that limits or purports to limit or restrict in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict material respect the ability of Buyers, the Companies Montage or any of their respective the Montage Subsidiaries or Affiliates (including Marigold and the Marigold Subsidiaries after the Merger) to engage compete in any line of business in any or geographic area; (iv) any material partnership, joint venture, limited liability company or similar Contract; (iiiv) any Contract that obligates is a local marketing agreement, joint sales agreement, shared services agreement or similar agreement; (vi) any Contract relating to Program Rights under which it would reasonably be expected that Montage and the Montage Subsidiaries would make annual payments of $500,000 or more during any twelve (12) month period or the remaining term of such Contract; (vii) any network affiliation Contract or similar Contract; (viii) any Contract relating to cable or satellite transmission or retransmission with MVPDs with more than 50,000 paid subscribers with respect to each Montage Station; (ix) any material Barter Agreement; (x) any material Contract with a Governmental Entity; (xi) any Contract for the acquisition, sale, lease or license of any material business or properties or assets of or by Montage or any of the Companies Montage Subsidiaries outside of the ordinary course of business (by merger, purchase or sale of assets or stock) entered into since July 1, 2012 or any Contract for any acquisition of any material business or properties or assets by Montage or any of its the Montage Subsidiaries pursuant to conduct business on an exclusive which Montage or preferential basis any of the Montage Subsidiaries has any outstanding “earn-out” or other obligation to pay consideration; (xii) any Contract governing a Montage Related Party Transaction; (xiii) any Contract that would be a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) of Montage; (xiv) any registration rights agreements with respect to securities; of Montage; (xv) any channel sharing agreement with a third party or upon consummation parties with respect to the sharing of Spectrum for the operation of two or more separately owned television stations after the conclusion of the transactions contemplated hereby will obligate Buyers, FCC Broadcast Incentive Auction; or (xvi) any other Contract or series of related Contracts under which it would reasonably be expected that Montage and the Companies Montage Subsidiaries would receive or make annual payments of $1,000,000 or more during any twelve (12) month period or the remaining term of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreementsuch Contract; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their 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 the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding Contracts of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is clauses (i) through (xv) above being referred to herein as a the “Company ContractMontage Material Contracts”). Each Montage Material Contract (including all amendments and supplements thereto) as in effect as of the date hereof is listed on Section 4.12(a) of the Montage Disclosure Letter and has heretofore been made available to Marigold.” (b) With respect to each of the Montage Material Contracts, (i) Each Company except to the extent it has expired in accordance with its terms, such Montage Material Contract is valid and binding on Montage or the Montage Subsidiaries, as applicable Company (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to similar Laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies), and is in full force and effect, (ii) each Company and each none of its Montage or any of the Montage Subsidiaries andor, to Seller’s knowledgethe Knowledge of Montage, each any other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract such Montage Material Contract, is in material breach or material violation of, or in material default under, such Montage Material Contract, and (iii) to the Knowledge of Montage, no event has occurred which would result in such a material breach or condition exists that constitutes ormaterial violation of, after notice or lapse of time or botha material default under, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’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 Seller’s knowledge, threatened with respect to any Company Montage Material Contract.

Certain Contracts. (a) None Except as set forth in Section 3.13(a) of the Companies Camber Disclosure Schedule, as of the date hereof, neither Camber nor any of their Subsidiaries 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) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that contains a non-compete or client client, employee or customer non-solicit requirement or any other provision provision, in each case that materially restricts the conduct of, or the manner of conducting, any line of business in by Camber or any geographic area, or, to of the knowledge of Seller, Camber Subsidiaries or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Combined Company or any of their respective Subsidiaries its affiliates to engage in any line of business or in any geographic area, region; February 2021 - Agreement and Plan of Merger (iii) that is material and obligates any of the Companies Camber or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries Camber Subsidiary to conduct business with any third party on an a preferential or exclusive basis or preferential basis, in any case of the preceding which is material, contains material “most favored nation” or similar provisions; (iv) 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; (viA) that is an indenture, credit agreement, loan agreement, guarantee security agreement, guarantee, note, mortgage or other agreement relating or commitment that provides for or relates to material any 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 Company or any other person of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; nature described in clause (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any personA), in the case of each case of clauses (A) and (B), in an the principal amount in excess of $1 million; 500,000 or more, other than any Camber Lease; (viiiv) that is with an agencyany manufacturer, brokervendor, insurer lessor or other person that accounted supplier with respect to which manufacturer, vendor, lessor or other supplier the aggregate annual spend for 1% or more of the sales of most recent fiscal year exceeded $500,000 for Camber and the Companies and their Insurance 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 (but 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 12 months ended June 30most recent fiscal year exceeded $500,000 for Camber and the Camber Subsidiaries, 2008; 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, or right of first negotiation with respect to any material assets, rights or properties of Camber or the Camber Subsidiaries; (viii) that is a consulting agreement involving the payment of more than $50,000 per annum (other than any such Contracts which are terminable by Camber or any Camber Subsidiary on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (ix) that provides for the indemnification of any officer, director or employee of the Companies pursuant to which Camber or any of their Subsidiaries; Camber Subsidiary receives from any third party a license or similar right to any Intellectual Property (defined below) that is material to Camber, other than those that are received pursuant to Non-Scheduled Contracts (defined below); (x) that would preventis a settlement, materially delay consent or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contractsimilar agreement and contains any material continuing obligations of Camber or any Camber Subsidiary, arrangement, commitment including without limitation any express patent license granted in settlement of any assertion or understanding allegation of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.”patent infringement; February 2021 - Agreement and Plan of Merger (bxi) (i) Each Company Contract that is valid and binding on the applicable Company a material joint venture, partnership or its applicable Subsidiary, enforceable against it in accordance with its terms (subject limited liability company agreement or other similar contract relating to the Bankruptcy and Equity Exception)formation, and is in full force and effectcreation, (ii) each Company and each operation, management or control of its Subsidiaries andany joint venture, to Seller’s knowledgepartnership or limited liability company, each other party thereto has duly 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 breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under than any such Company Contract. No notice contract solely between Camber and its wholly-owned Subsidiaries or among Camber’s wholly-owned Subsidiaries; (xii) that relates to the acquisition or disposition of default any person, business or termination has been received asset and under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractwhich Camber or the Camber Subsidiaries have or may have a material obligation or liability.

Certain Contracts. (a) None Except for this Agreement, as of the Companies date of this Agreement, neither Telaria nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral), but excluding any Telaria Benefit Plan (all contracts of the types described in the following clauses (i) through (xiv), collectively, the “Telaria Material Contracts”): (i) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that contains a any non-compete competition provision or client other agreement or customer obligation that materially restricts the manner in which the businesses of Telaria and its Subsidiaries is conducted (other than standard employee non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, solicitation restrictions) or, to after the knowledge of SellerEffective Time, upon consummation of the transactions contemplated hereby could would materially restrict the ability of Buyers, the Companies Rubicon Project or any of their respective its Subsidiaries to engage in any line of business or in any geographic area, region; (iii) that is material and obligates Telaria or any of the Companies its Subsidiaries, or will obligate Rubicon Project or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of after the transactions contemplated hereby will obligate BuyersEffective Time, the Companies or any of their respective Subsidiaries to conduct business with any third party on an a preferential or exclusive basis or preferential basiscontains “most favored nation” or similar provisions (other than such contracts which are terminable by Telaria or any of its Subsidiaries on ninety (90) days’ or less notice without any required material payment or penalty or other material conditions, in any case other than the condition of the preceding which is material, notice); (iv) 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; (viA) that is an indenture, credit agreement, loan agreement security agreement, guarantee guarantee, note, mortgage or other agreement relating or commitment that provides for or relates to material any indebtedness of any Company Telaria or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements, in each case, other than (x) accounts receivables and payables, (y) loans to direct or indirect wholly owned Subsidiaries of Telaria and (z) advances to employees for travel and business expenses, in each case of clauses (x) through (z), in the ordinary course of business, or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Telaria or any of its Subsidiaries of, or any similar commitment by Telaria or any of its Subsidiaries, which respect to, the obligations, liabilities or indebtedness of any third party other Person; (v) for which the Companies any joint venture, partnership or their Subsidiaries similar arrangement, in each case, that is material to Telaria and its Subsidiaries, taken as a whole; (vi) that is a guarantor consulting agreement or is otherwise liable; data processing, software programming, software licensing, brand safety, media procurement, exchange, data provider or data owner contract, including any contract with a demand side platform, supply side platform, exchange, data management platform or other ad tech service provider, in each case involving the net payment or receipt by Telaria or its Subsidiaries of more than $500,000 per annum; (vii) that requires the Companies is an agreement with any publisher or other seller under which Telaria or its Subsidiaries receive fees of more than $500,000 per annum; (viii) pursuant to which Telaria or any of their its Subsidiaries receives from any third party a license or similar right to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) Intellectual Property that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies material to Telaria and their Insurance its Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; other than licenses with respect to software that is generally commercially available; (ix) that provides for the indemnification is a (A) settlement agreement or (B) consent or similar agreement with a Governmental Entity, in each case that contains any material continuing obligations of any officer, director or employee of the Companies Telaria or any of their Subsidiariesits Subsidiaries (other than non-disclosure obligations); or or (x) that would preventrelates to the acquisition or disposition of any Person, materially delay business or materially impede asset (other than the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment acquisition of equipment or understanding of the type described in this Section 3.13(a), whether or not set forth products in the Company Disclosure Schedule, is referred to as ordinary course of business) and under which Telaria or its Subsidiaries have (A) a material continuing indemnification obligation or (B) material “Company Contract.”earn-out” or similar contingent payment obligations; (bxi) that is a collective bargaining agreement or contract with any labor union providing for benefits under any Telaria Benefit Plan; (xii) that provides for payment obligations (other than with respect to pass-through advertising spend) by Telaria or any of its Subsidiaries in any twelve (12) month period of $1,000,000 (other than any such contracts which are terminable by Telaria or any of its Subsidiaries on ninety (90) days’ or less notice without any required material payment or penalty or other material conditions, other than the condition of notice) and is not otherwise disclosed pursuant to clauses (i) through (xi) above, inclusive; (xiii) between Telaria or any of its Subsidiaries, on the one hand, and any Affiliate of Telaria (other than its Subsidiaries) or other Persons, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K of the SEC; or (xiv) the termination of which would be reasonably expected to have a Material Adverse Effect on Telaria and is not disclosed pursuant to clauses (i) through (xiii) above, inclusive. Each Company Telaria Material Contract is valid and binding on the applicable Company or its applicable SubsidiaryTelaria (or, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)extent a Subsidiary of Telaria is a party, such Subsidiary) and is in full force and effecteffect (subject to the Enforceability Exceptions), (ii) each Company and Telaria and each Subsidiary of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly Telaria have performed all obligations required to be performed by it them to date under each Company Contract Telaria Material Contract, except where such noncompliance, individually and (iii) no event or condition exists that constitutes orin the aggregate, after notice or lapse of time or both, will constitute, would not reasonably be expected to have a breach, violation or default Material Adverse Effect on the part of the applicable Company or Telaria. Neither Telaria nor any of its Subsidiaries orhas Knowledge of, or has received written notice of, any violation or default (nor, to Seller’s knowledgethe Knowledge of Telaria, does there exist any condition that with the passage of time or the giving of notice or both would result in such a violation or default) under any Telaria Material Contract, in each case that, individually and in the aggregate, would reasonably be expected to have a Material Adverse Effect on Telaria. To the Knowledge of Telaria, no 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 Seller’s knowledge, threatened with respect to any Company ContractTelaria Material Contract is in breach of or default under the terms of any Telaria Material Contract where such default would reasonably be expected to have, individually and in the aggregate, a Material Adverse Effect on Telaria.

Certain Contracts. (a) None Except as set forth in the exhibit index to the Dex 2011 10-K or as set forth on Section 4.13 of the Companies Dex Disclosure Schedule, neither Dex nor any of their Subsidiaries Dex Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material any Contract relating to the Companies and their Subsidiaries taken as a wholeincurrence or guarantee of Indebtedness by Dex or any Dex Subsidiary in an amount in excess in the aggregate of $10,000,000 (collectively, “Dex Instruments of Indebtedness”), (ii) that contains a any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-compete competition Contract, or client any other agreement or customer non-obligation which purports to limit or restrict in any material respect (A) the ability of Dex or its Subsidiaries to solicit requirement customers or other provision that restricts (B) the conduct ofmanner in which, or the manner localities in which, all or any portion of conductingthe business of Dex and the Dex Subsidiaries, any line of business in any geographic areaincluding, or, to the knowledge of Seller, upon following consummation of the transactions contemplated hereby could restrict by this Agreement, SuperMedia and the ability of BuyersSuperMedia Subsidiaries, the Companies is or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is materialwould be conducted, (iv) with any Contract providing for any payments to an officer, director or Affiliate of Dex or, in excess of $1,000,000, to any other Person that are conditioned, in whole or in part, on a labor union change of control of Dex or guild (including any collective bargaining agreement)Dex Subsidiary, (v) that pertains to a material any collective bargaining agreement or other agreement or arrangement with any labor organization, (vi) any joint venture or material partnership agreement; (vi) agreement related to the formation, creation, operation or management or any joint venture or partnership that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating material to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which Dex and the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Dex Subsidiaries, taken as a whole, for (vii) any Contract that grants any right of first refusal or right of first offer or similar right that limits or purports to limit the 12 months ended June 30ability of Dex or any Dex Subsidiary to own, 2008; operate, sell, transfer, pledge or otherwise dispose of any material assets or 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) that provides for any Contract not made in the indemnification ordinary course of any officer, director business which (A) is material to Dex and the Dex Subsidiaries taken as a whole or employee (B) which would reasonably be expected to materially delay the consummation of the Companies Mergers or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contractAgreement (collectively, arrangement, commitment or understanding of the type described in this Section 3.13(a“Dex Material Contracts”), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) With such exceptions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Dex: (i) Each Company Dex Material Contract is valid and binding on the applicable Company or its applicable SubsidiaryDex (or, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)extent a Subsidiary of Dex is a party, such Subsidiary) and, to the Knowledge of Dex, any other party thereto, and is in full force and effecteffect and enforceable against Dex or a Dex Subsidiary, as applicable (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies); and (ii) each Company and each of its Subsidiaries Neither Dex nor any Dex Subsidiary is, and, to Seller’s knowledgethe Knowledge of Dex, each no other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no event or condition exists that constitutes oris, after notice or lapse of time or both, will constitute, a breach, violation in breach or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’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 Seller’s knowledge, threatened with respect to any Company Dex Material Contract. (c) Prior to the date hereof, Dex has made available to SuperMedia true and complete copies of all Dex Material Contracts.

Certain Contracts. (a) None Such Company has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to the other parties to this Agreement of, all Contracts (collectively, the “Applicable Material Contracts”) to which, as of the Companies nor date hereof, such Company or any of their its Consolidated Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material to the Companies and their Subsidiaries taken as a whole, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct ofparty, or the manner by which such Company or any of conducting, any line of business in any geographic areaits Consolidated Subsidiaries may be bound, or, to the knowledge of Sellersuch Company, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies which it or any of its Consolidated Subsidiaries to conduct business on an exclusive or preferential basis their respective assets or properties may be subject, with respect to: (i) any third party or upon consummation Contract that is a “material contract” within the meaning of Item 601(b)(10) of the transactions contemplated hereby will obligate Buyers, the Companies SEC’s Regulation S-K or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) 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 indenturematerial to such Company or its financial condition or results of operations; (ii) any loans or credit agreements, credit agreementmortgages, loan agreement, guarantee or indentures and other agreement relating agreements and instruments pursuant to material indebtedness which any Indebtedness of any such Company or any of its Subsidiaries, or of any third party for which the Companies or their Consolidated Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an aggregate principal amount in excess of $1 million; 500,000 is outstanding or may be incurred, or any guarantee by such Company or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000; (viiiiii) any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of such Company or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to such Company and its Consolidated Subsidiaries, taken as a whole); (iv) except with respect to investments set forth in the Applicable SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is with an agencynot entered into in the ordinary course of business and is material to such Company and its Consolidated Subsidiaries, brokertaken as a whole; (v) any non-competition or non-solicitation Contract or any other Contract that limits, insurer purports to limit, or other person that accounted for 1% would reasonably be expected to limit in each case in any material respect the manner in which, or more the localities in which, any material business of the sales of the Companies such Company and their Insurance its Consolidated Subsidiaries, taken as a whole, for is or could be conducted or the 12 months ended June 30, 2008; types of business that such Company and its Consolidated Subsidiaries conducts or may conduct; (ixvi) that provides for any Contract relating to the indemnification acquisition or disposition of any officerbusiness or operations (whether by merger, director sale of stock, sale of assets or employee otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Companies or any Applicable Date other than Contracts entered into in the ordinary course of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability business with respect to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not investments set forth in the Applicable SEC Reports; (vii) any Contract that obligates such Company Disclosure Scheduleor any of its Consolidated Subsidiaries to conduct any business that is material to such Company and its Consolidated Subsidiaries, is referred to taken as a “whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate any Surviving Company Contractor any of its Consolidated Subsidiaries to conduct business with any third-party on an exclusive basis; or (viii) any Contract with a Governmental Entity.” (b) (i) Each Company Material Contract is (x) valid and binding on the applicable such Company or its applicable SubsidiaryConsolidated Subsidiary and, to such Company’s knowledge, each other party thereto, (y) enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effecteffect other than in each case as would not, (ii) each individually or in the aggregate, reasonably be expected to be material to such Company and each its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between such Company and the Joint Advisor has been approved by the Board of Governors and stockholders of such Company in accordance with Section 15 of the Investment Company Act. Neither such Company nor any of its Consolidated Subsidiaries andnor, to Sellersuch Company’s knowledge, each any other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and thereto, is in material breach of any provisions of or in default (iii) no event or condition exists that constitutes or, after with the giving of notice or lapse of time or both, will constitutewould be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a breachright of termination or acceleration under, violation any Material Contract other than as would not, individually or default on in the part of aggregate, reasonably be expected to have a Material Adverse Effect with respect to such Company. No Material Contract has been amended, modified or supplemented other than as would not, individually or in the applicable aggregate, reasonably be expected to be material to such Company and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to such Company or any of its Consolidated Subsidiaries orthat, to Seller’s knowledgewith or without the giving of notice, any other party thereto the lapse of time or both, would constitute a breach or default under any Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending orand its Consolidated Subsidiaries, to Seller’s knowledge, threatened with respect to any Company Contracttaken as a whole.

Certain Contracts. (a) None Except as set forth in Section 3.13(a) of the Companies Camber Disclosure Schedule, as of the date hereof, neither Camber nor any of their Subsidiaries 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 (as 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) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that contains a non-compete or client client, employee or customer non-solicit requirement or any other provision provision, in each case that materially restricts the conduct of, or the manner of conducting, any line of business in by Camber or any geographic area, or, to of the knowledge of Seller, Camber Subsidiaries or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Combined Company or any of their respective Subsidiaries its affiliates to engage in any line of business or in any geographic area, region; (iii) that is material and obligates any of the Companies Camber or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries Camber Subsidiary to conduct business with any third party on an a preferential or exclusive basis or preferential basis, in any case of the preceding which is material, contains material “most favored nation” or similar provisions; (iv) 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; (viA) that is an indenture, credit agreement, loan agreement, guarantee security agreement, guarantee, note, mortgage or other agreement relating or commitment that provides for or relates to material any 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 Company or any other person of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; nature described in clause (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any personA), in the case of each case of clauses (A) and (B), in an the principal amount in excess of $1 million; 500,000 or more, other than any Camber Lease; (viiiv) that is with an agencyany manufacturer, brokervendor, insurer lessor or other person that accounted supplier with respect to which manufacturer, vendor, lessor or other supplier the aggregate annual spend for 1% or more of the sales of most recent fiscal year exceeded $500,000 for Camber and the Companies and their Insurance 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 (but 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 12 months ended June 30most recent fiscal year exceeded $500,000 for Camber and the Camber Subsidiaries, 2008taken 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); February 2021 - April 2023 – First Amendment to (vii) that grants any right of first refusal, right of first offer, or right of first negotiation with respect to any material assets, rights or properties of Camber or the Camber Subsidiaries; (viii) that is a consulting agreement involving the payment of more than $50,000 per annum (other than any such Contracts which are terminable by Camber or any Camber Subsidiary on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (ix) that provides for the indemnification of any officer, director or employee of the Companies pursuant to which Camber or any of their Subsidiaries; Camber Subsidiary receives from any third party a license or similar right to any Intellectual Property (defined below) that is material to Camber, other than those that are received pursuant to Non-Scheduled Contracts (as defined below); (x) that would preventis a settlement, materially delay consent or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contractsimilar agreement and contains any material continuing obligations of Camber or any Camber Subsidiary, arrangement, commitment including without limitation any express patent license granted in settlement of any assertion or understanding allegation of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.”patent infringement; (bxi) (i) Each Company Contract that is valid and binding on the applicable Company a material joint venture, partnership or its applicable Subsidiary, enforceable against it in accordance with its terms (subject limited liability company agreement or other similar contract relating to the Bankruptcy and Equity Exception)formation, and is in full force and effectcreation, (ii) each Company and each operation, management or control of its Subsidiaries andany joint venture, to Seller’s knowledgepartnership or limited liability company, each other party thereto has duly 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 breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under than any such Company Contract. No notice contract solely between Camber and its wholly- owned Subsidiaries or among Camber’s wholly- owned Subsidiaries; (xii) that relates to the acquisition or disposition of default any person, business or termination has been received asset and under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractwhich Camber or the Camber Subsidiaries have or may have a material obligation or liability.

Certain Contracts. (a) None Except as set forth in the exhibit index to the SuperMedia 2011 10-K or as set forth on Section 3.13 of the Companies SuperMedia Disclosure Schedule, neither SuperMedia nor any of their Subsidiaries SuperMedia Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material any Contract relating to the Companies and their Subsidiaries taken as a wholeincurrence or guarantee of Indebtedness by SuperMedia or any SuperMedia Subsidiary in an amount in excess in the aggregate of $10,000,000 (collectively, “SuperMedia Instruments of Indebtedness”), (ii) that contains a any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-compete competition Contract, or client any other agreement or customer non-obligation which purports to limit or restrict in any material respect (A) the ability of SuperMedia or its Subsidiaries to solicit requirement customers or other provision that restricts (B) the conduct ofmanner in which, or the manner localities in which, all or any portion of conducting, any line the business of business in any geographic area, SuperMedia and the SuperMedia Subsidiaries or, to the knowledge of Seller, upon following consummation of the transactions contemplated hereby could restrict the ability of Buyersby this Agreement, the Companies Dex Surviving Company and its Subsidiaries, is or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is materialwould be conducted, (iv) with any Contract providing for any payments to an officer, director or Affiliate of SuperMedia or, in excess of $1,000,000, to any other Person that are conditioned, in whole or in part, on a labor union change of control of SuperMedia or guild (including any collective bargaining agreement)SuperMedia Subsidiary, (v) that pertains to a material any collective bargaining agreement or other agreement or arrangement with any labor organization, (vi) any joint venture or material partnership agreement; (vi) agreement related to the formation, creation, operation or management or any joint venture or partnership that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating material to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which SuperMedia and the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance SuperMedia Subsidiaries, taken as a whole, for (vii) any Contract that grants any right of first refusal or right of first offer or similar right that limits or purports to limit the 12 months ended June 30ability of SuperMedia or any SuperMedia Subsidiary to own, 2008; operate, sell, transfer, pledge or otherwise dispose of any material assets or 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) that provides for any Contract not made in the indemnification ordinary course of any officer, director business which (A) is material to SuperMedia and the SuperMedia Subsidiaries taken as a whole or employee (B) which would reasonably be expected to materially delay the consummation of the Companies Mergers or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions other transaction contemplated by this Agreement. Each contractAgreement (collectively, arrangement, commitment or understanding of the type described in this Section 3.13(a“SuperMedia Material Contracts”), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) With such exceptions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SuperMedia: (i) Each Company SuperMedia Material Contract is valid and binding on the applicable Company or its applicable SubsidiarySuperMedia (or, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)extent a Subsidiary of SuperMedia is a party, such Subsidiary) and, to the Knowledge of SuperMedia, any other party thereto, and is in full force and effecteffect and enforceable against SuperMedia or a SuperMedia Subsidiary, as applicable (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies); and (ii) Neither SuperMedia nor any SuperMedia Subsidiary is, and, to the Knowledge of SuperMedia, no other party thereto is, in breach or default under any SuperMedia Material Contract. (c) Prior to the date hereof, SuperMedia has made available to Dex true and complete copies of all SuperMedia Material Contracts. (d) For purposes of this Agreement, “Indebtedness” of a Person means (i) all obligations of such Person for borrowed money, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed of such Person evidenced by it to date under each Company Contract bonds, debentures, notes and similar agreements, (iii) no event or condition exists that constitutes orall leases of such Person capitalized pursuant to GAAP, after notice or lapse and (iv) all obligations of time or bothsuch Person under sale-and-lease back transactions, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, agreements to Seller’s knowledge, any repurchase securities sold and 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 Seller’s knowledge, threatened with respect to any Company Contractsimilar financing transactions.

Certain Contracts. (a) None Except for this Agreement and the Transaction Documents and any agreements contemplated hereby or thereby, as of the Companies date hereof, neither Montage nor any of their the Montage Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) by: (i) that is any Contract relating to material to Indebtedness of Montage or any of the Companies Montage Subsidiaries (other than such Contracts between Montage and their Subsidiaries taken as a whole, its wholly owned Subsidiaries); (ii) that contains a non-compete any Contract under which Montage or client any of the Montage Subsidiaries has directly, or customer non-solicit requirement indirectly, made any loan, capital contribution or other provision that restricts the conduct of, or the manner of conductinginvestment in, any line Person (other than (w) any such Contract pursuant to which there are no outstanding obligations, (x) extensions of business credit in the ordinary course of business, (y) investments in marketable securities in the ordinary course of business, and (z) investments by Montage or its wholly owned Subsidiaries in wholly owned Subsidiaries of Montage); (iii) any Contract that limits or purports to limit or restrict in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict material respect the ability of Buyers, the Companies Montage or any of their respective the Montage Subsidiaries or Affiliates (including Marigold and the Montage Subsidiaries after the Second Merger) to engage compete in any line of business in any or geographic area; (iv) any material partnership, joint venture, limited liability company or similar Contract; (iiiv) any Contract that obligates is a local marketing agreement, joint sales agreement, shared services agreement or similar agreement; (vi) any Contract relating to Program Rights under which it would reasonably be expected that Montage and the Montage Subsidiaries would make annual payments of $500,000 or more during any twelve (12) month period or the remaining term of such Contract; (vii) any network affiliation Contract or similar Contract; (viii) any Contract relating to cable or satellite transmission or retransmission with MVPDs with more than 10,000 paid subscribers with respect to each Montage Station; (ix) any material Barter Agreement; (x) any material Contract with a Governmental Entity; (xi) any Contract for the acquisition, sale, lease or license of any material business or properties or assets of or by Montage or any of the Companies Montage Subsidiaries outside of the ordinary course of business (by merger, purchase or sale of assets or stock) entered into since July 1, 2012 or any Contract for any acquisition of any material business or properties or assets by Montage or any of its the Montage Subsidiaries pursuant to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies which Montage or any of their respective the Montage Subsidiaries to conduct business with has any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) 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 outstanding “earn-out” or other agreement relating obligation to material indebtedness of pay consideration; (xii) any Company or Contract governing a Montage Related Party Transaction; (xiii) any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their 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 the Companies or any of their Subsidiaries; or (x) Contract that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as be a “Company Contract.”material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) of Montage; (bxiv) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly 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 breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’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 Seller’s knowledge, threatened registration rights agreements with respect to securities of Montage; or (xv) any Company other Contract or series of related Contracts under which it would reasonably be expected that Montage and the Montage Subsidiaries would receive or make annual payments of $1,000,000 or more during any twelve (12) month period or the remaining term of such Contract.;

Certain Contracts. (a) None The Company has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to the Acquiror of, all Contracts (collectively, the “Company Material Contracts”) to which, as of the Companies nor date hereof, the Company or any of their its Consolidated Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material to the Companies and their Subsidiaries taken as a whole, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct ofparty, or by which the manner Company or any of conducting, any line of business in any geographic areaits Consolidated Subsidiaries may be bound, or, to the knowledge of Sellerthe Company, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies which it or any of its Consolidated Subsidiaries to conduct business on an exclusive or preferential basis their respective assets or properties may be subject, with respect to: (i) any third party or upon consummation Contract that is a “material contract” within the meaning of Item 601(b)(10) of the transactions contemplated hereby will obligate BuyersSEC’s Regulation S-K; (ii) any loans or credit agreements, the Companies or mortgages, indentures and other agreements and instruments pursuant to which any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case Indebtedness of the preceding which is material, (iv) 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 any Company or any of its Subsidiaries, or of any third party for which the Companies or their Consolidated Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an aggregate principal amount in excess of $1 million; 1,000,000 is outstanding or may be incurred, or any guarantee by the Company or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $1,000,000; (viiiiii) any non-competition or non-solicitation Contract or any other Contract that is with an agencylimits, brokerpurports to limit, insurer or other person that accounted for 1% would reasonably be expected to limit in each case in any material respect the manner in which, or more the localities in which, any material business of the sales of the Companies Company and their Insurance its Consolidated Subsidiaries, taken as a whole, for is or could be conducted or the 12 months ended June 30types of business that the Company and its Consolidated Subsidiaries conducts or may conduct; or (iv) any Contract that obligates the Company or any of its Consolidated Subsidiaries to conduct any business that is material to the Company and its Consolidated Subsidiaries, 2008; (ix) that provides for the indemnification of taken as a whole, on an exclusive basis with any officerthird party, director or employee upon consummation of the Companies Mergers, will obligate the Acquiror, the Surviving Company or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability Consolidated Subsidiaries to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contractconduct business with any third-party on an exclusive basis.” (b) (i) Each Company Material Contract is (x) valid and binding on the applicable Company or its applicable SubsidiaryConsolidated Subsidiary and, to the Company’s knowledge, each other party thereto, (y) enforceable against it the Company or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effecteffect other than in each case as would not, (ii) each individually or in the aggregate, reasonably be expected to be material to the Company and each its Consolidated Subsidiaries, taken as a whole. The Company Advisory Agreement has been approved by the Company Board and stockholders of the Company in accordance with Section 15 of the Investment Company Act. Neither the Company nor any of its Consolidated Subsidiaries andnor, to Sellerthe Company’s knowledge, each any other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and thereto, is in material breach of any provisions of or in default (iii) no event or condition exists that constitutes or, after with the giving of notice or lapse of time or both, will constitutewould be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a breachright of termination or acceleration under, violation any Company Material Contract other than as would not, individually or default on in the part of aggregate, reasonably be expected to have a Material Adverse Effect with respect to the applicable Company. No Company Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to the Company or any of its Consolidated Subsidiaries orthat, to Seller’s knowledgewith or without the giving of notice, any other party thereto under any such Company Contract. No notice the lapse of time or both, would constitute a breach or default or termination has been received under any Company Contract. There are no disputes pending orMaterial Contract other than as would not, individually or in the aggregate, reasonably be expected to Seller’s knowledgebe material to the Company and its Consolidated Subsidiaries, threatened with respect to any Company Contracttaken as a whole.

Certain Contracts. (a) None Except as set forth in Section 3.12 of the Companies Acquiror Disclosure Schedule or Contracts filed as exhibits to the Acquiror SEC Reports, as of the date of this Agreement, neither Acquiror nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) Contract that: (i) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a wholeSEC), (ii) that contains a non-compete provides for or client otherwise relates to joint venture, partnership, strategic alliance or customer non-solicit requirement or other provision that restricts similar arrangements affecting the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic areaOil and Gas Interests, (iii) that obligates (A) imposes any restriction on the right or ability of the Companies Acquiror or any of its Subsidiaries to conduct business on an exclusive or preferential basis compete with any third party other person or upon consummation acquire or dispose of the transactions contemplated hereby will obligate Buyers, securities of another person or (B) contains an exclusivity or “most favored nation” clause that restricts the Companies business of Acquiror or any of their respective its Subsidiaries to conduct business with any third party on an exclusive in a material manner, other than those contained in customary oil and gas leases, or preferential basis, in any case of the preceding which is material, (iv) with constitutes or to a labor union or guild (including any collective bargaining agreement)provides for indentures, (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenturemortgages, credit agreementpromissory notes, loan agreementagreements, guarantee guarantees, letter of credit or other agreement relating to material indebtedness agreements or instruments of Acquiror or any Company of its Subsidiaries or commitments for the borrowing or the lending by Acquiror or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their 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 the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) (i) Each Company Acquiror Contract is valid and binding on the applicable Company or Acquiror and/or its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, (ii) each Company . Each of Acquiror and each of its Subsidiaries and, to Seller’s knowledgethe knowledge of Acquiror, each the other party Person or Persons thereto has duly in all material respects performed all of its obligations required to be performed by it to date under each Company Contract and (iii) no event Acquiror Contract, except for instances of noncompliance where neither the costs to comply nor the failure to comply, individually or condition exists that constitutes orin the aggregate, after notice or lapse of time or both, will constitute, would reasonably be expected to have a breach, violation or default Material Adverse Effect on the part of the applicable Company or any of its Subsidiaries or, to Seller’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 Seller’s knowledge, threatened with respect to any Company ContractAcquiror.

Certain Contracts. (a) None Except as filed as exhibits to the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Filed SEC Documents, as of the Companies date hereof, neither Spinco nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) Contract that (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC and applying such term to Spinco as though it were a separate reporting company under the Exchange Act for purposes of this Section 5.3(l)) (other than such Contracts that is material are compensatory Contracts with or with respect to the Companies and their Subsidiaries taken as a wholeofficers or directors of Spinco or any Spinco Employee), (ii) materially limits or otherwise materially restricts Spinco or any of its Subsidiaries or that contains a non-compete would, after the Effective Time, to the Knowledge of Spinco, materially limit or client otherwise materially restrict Regis or customer non-solicit requirement any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) or other provision that restricts the conduct ofany successor thereto, from engaging or the manner of conducting, competing in any material line of business in any geographic area, or, area or that contains exclusivity or non-solicitation provisions with respect to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies customers or any of their respective Subsidiaries to engage in any line of business in any geographic areasuppliers, (iii) that obligates any limits the ability of the Companies Spinco or any of its Subsidiaries to conduct business on an exclusive incur indebtedness or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is materialpay dividends, (iv) with requires aggregate payments by Spinco or to a labor union or guild (including any collective bargaining agreement)of its Subsidiaries in excess of $10,000,000 and is not terminable within one year without penalty, (v) that pertains to a guarantees the material joint venture or material partnership agreement; obligations of any Person (other than any Subsidiary of Spinco), (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating relates to material indebtedness the settlement of any Company litigation or any dispute and materially restricts the operations of Spinco and its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for (vii) is a loan agreement, credit agreement, note, bond, mortgage, indenture or other agreement or instrument pursuant to which any indebtedness of Spinco or any of its Subsidiaries in an aggregate principal amount in excess of $10,000,000 is outstanding or may be incurred, (viii) is a distribution or supply agreement with respect to beauty products pursuant to which payments in excess of $10,000,000 have been made in the 12 months ended June 30, 2008; previous fiscal year or (ix) that provides for pursuant to the indemnification of Separation Agreement is contemplated to survive the Distribution Time and has as a counter-party any officer, director or employee member of the Companies or any ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Group (excluding purchase orders made in the ordinary course of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreementbusiness consistent with past practice). Each contract, arrangement, commitment or understanding Contract of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, 5.3(l) is referred to herein as a “Company ContractSpinco Material Contracts.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each ” Neither Spinco nor any of its Subsidiaries andhas Knowledge of, to Seller’s knowledgeor has received notice of, each other party thereto has duly performed all obligations required to be performed by it to date any violation of or default under each Company Contract and (iii) no event or any condition exists that constitutes or, after notice or lapse which with the passage of time or both, will constitute, the giving of notice would cause such a breach, violation of or default on the part of the applicable Company under) any Spinco Material Contract or any other Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Spinco. As of the date of this Agreement, neither ▇▇▇▇▇▇▇-▇▇▇▇▇▇ nor any of its Subsidiaries or, to Seller’s knowledge, any other is a 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 Seller’s knowledge, threatened with respect to any Company Contractstandstill or similar agreement with any Person which relates to any transaction that could constitute an ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Takeover Proposal.

Certain Contracts. (a) None Except as 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 5.3 hereof or as set forth on Section 4.14 of the Companies Huntington Disclosure Schedule, neither Huntington nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material to any Instruments of Indebtedness by Huntington or any of its Subsidiaries in an amount in excess in the Companies aggregate of $50,000,000, other than those having a term of 30 days or less and their Subsidiaries taken as a wholeother than deposit liabilities (collectively, “Huntington Instruments of Indebtedness”), (ii) that contains a any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-compete competition or client exclusive dealing agreement, or customer non-any other agreement or obligation which purports to limit or restrict in any material respect (A) the ability of Huntington or its Subsidiaries to solicit requirement customers or other provision that restricts (B) the conduct ofmanner in which, or the manner localities in which, all or any portion of conducting, any line the business of business in any geographic area, Huntington and its Subsidiaries or, to the knowledge of Seller, upon following consummation of the transactions contemplated hereby could restrict the ability of Buyersby this Agreement, the Companies Sky and its Subsidiaries, is or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is materialwould be conducted, (iv) with any contract or to agreement providing for any payments that are conditioned, in whole or in part, on 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 change of any Company control of Huntington or any of its Subsidiaries, (v) any collective bargaining agreement, and (vi) any contract or other agreement not made in the ordinary course of any third party for business which (A) is material to Huntington and its Subsidiaries taken as a whole or (B) which would reasonably be expected to materially delay the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires consummation of the Companies Merger or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their 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 the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contractAgreement (the agreements, arrangement, commitment or understanding contracts and obligations of the type described in this Section 3.13(aclauses (i) through (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, whether or not set forth that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the Company Disclosure Schedule, is referred event of the repayment of the outstanding Indebtedness thereunder prior to as a “Company Contractexpiration.” (b) (i) Each Company Huntington Material Contract is valid and binding on the applicable Company or its applicable SubsidiaryHuntington (or, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)extent a Subsidiary of Huntington is a party, such Subsidiary) and, to the knowledge of Huntington, any other party thereto and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly 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 breach, violation or default on the part of the applicable Company or . Neither Huntington nor any of its Subsidiaries oris 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 Seller’s knowledgethe knowledge of Huntington, 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 thereto under except where any such Company Contractviolation 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. No notice Prior to the date hereof, Huntington has made available to Sky true and complete copies of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractall Huntington Material Contracts.

Certain Contracts. (a) None Except as set forth in Section 3.13(a) of the Companies Camber Disclosure Schedule, as of the date hereof, neither Camber nor any of their Subsidiaries 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: Agreement and Plan of Merger (i) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that contains a non-compete or client client, employee or customer non-solicit requirement or any other provision provision, in each case that materially restricts the conduct of, or the manner of conducting, any line of business in by Camber or any geographic area, or, to of the knowledge of Seller, Camber Subsidiaries or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Combined Company or any of their respective Subsidiaries its affiliates to engage in any line of business or in any geographic area, region; (iii) that is material and obligates any of the Companies Camber or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries Camber Subsidiary to conduct business with any third party on an a preferential or exclusive basis or preferential basis, in any case of the preceding which is material, contains material “most favored nation” or similar provisions; (iv) 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; (viA) that is an indenture, credit agreement, loan agreement, guarantee security agreement, guarantee, note, mortgage or other agreement relating or commitment that provides for or relates to material any 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 Company or any other person of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; nature described in clause (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any personA), in the case of each case of clauses (A) and (B), in an the principal amount in excess of $1 million; 500,000 or more, other than any Camber Lease; (viiiv) that is with an agencyany manufacturer, brokervendor, insurer lessor or other person that accounted supplier with respect to which manufacturer, vendor, lessor or other supplier the aggregate annual spend for 1% or more of the sales of most recent fiscal year exceeded $500,000 for Camber and the Companies and their Insurance 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 (but 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 12 months ended June 30most recent fiscal year exceeded $500,000 for Camber and the Camber Subsidiaries, 2008taken 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, or right of first negotiation with respect to any material assets, rights or properties of Camber or the Camber Subsidiaries; (viii) that is a consulting agreement involving the payment of more than $50,000 per annum (other than any such Contracts which are terminable by Camber or any Camber Subsidiary on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); Agreement and Plan of Merger (ix) that provides for the indemnification of any officer, director or employee of the Companies pursuant to which Camber or any of their Subsidiaries; Camber Subsidiary receives from any third party a license or similar right to any Intellectual Property (defined below) that is material to Camber, other than those that are received pursuant to Non-Scheduled Contracts (defined below); (x) that would preventis a settlement, materially delay consent or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contractsimilar agreement and contains any material continuing obligations of Camber or any Camber Subsidiary, arrangement, commitment including without limitation any express patent license granted in settlement of any assertion or understanding allegation of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.”patent infringement; (bxi) (i) Each Company Contract that is valid and binding on the applicable Company a material joint venture, partnership or its applicable Subsidiary, enforceable against it in accordance with its terms (subject limited liability company agreement or other similar contract relating to the Bankruptcy and Equity Exception)formation, and is in full force and effectcreation, (ii) each Company and each operation, management or control of its Subsidiaries andany joint venture, to Seller’s knowledgepartnership or limited liability company, each other party thereto has duly 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 breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under than any such Company Contract. No notice contract solely between Camber and its wholly-owned Subsidiaries or among Camber’s wholly-owned Subsidiaries; (xii) that relates to the acquisition or disposition of default any person, business or termination has been received asset and under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractwhich Camber or the Camber Subsidiaries have or may have a material obligation or liability.

Certain Contracts. (a) None Section 4.16(a) of the Companies nor any of their Subsidiaries PIC WISCONSIN Disclosure Schedule lists all contracts, agreements, arrangements, commitments, or understandings (whether written or oral) to which PIC WISCONSIN or a PIC WISCONSIN Subsidiary is a party to or bound by: (i) with respect to the employment of any directors, officers or employees; (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 PIC WISCONSIN, PRA, NEWCO, or any of their respective Subsidiaries to any director, 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) with respect to PIC WISCONSIN to be performed after the date of this Agreement; (iv) that concerns a partnership or joint venture that is not consolidated with PIC WISCONSIN for financial reporting purposes; (v) the purpose of which is to limit the ability of PIC WISCONSIN or any PIC WISCONSIN Subsidiary to compete with respect to any product, service or territory; (vi) that is in the nature of a collective bargaining agreement, employment agreement, consulting agreement or severance agreement that is not cancelable by PIC WISCONSIN or any PIC WISCONSIN Subsidiary without penalty or compensation on thirty (30) days notice or less; (vii) that provides for the payment to an employee of PIC WISCONSIN or any PIC WISCONSIN Subsidiary any incentive or bonus compensation based on the productivity or performance of such employee or of PIC WISCONSIN or any PIC WISCONSIN Subsidiary; (viii) that is with any Insurance Regulator and restricts (A) distributions or other payments to the shareholders of PIC WISCONSIN or any PIC WISCONSIN Subsidiary, (B) the continued operation of PIC WISCONSIN or any PIC WISCONSIN Subsidiary, or (C) any other matter relating to PIC WISCONSIN or any PIC WISCONSIN Subsidiary and its affairs; or (ix) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. PIC WISCONSIN has previously made available to PRA true and correct copies of all employment and deferred compensation agreements which are in writing and to which PIC WISCONSIN or any PIC WISCONSIN Subsidiary is a party. Each contract, agreement, arrangement, commitment commitment, or understanding (whether written or oral) (i) that is material to the Companies and their Subsidiaries taken as a whole, (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 line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) 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 any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their 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 the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in Sections 4.16(a) and (b) of this Section 3.13(a)Agreement, whether or not set forth in the Company PIC WISCONSIN Disclosure Schedule, is referred to in this Agreement as a “Company "PIC WISCONSIN Contract", and neither PIC WISCONSIN nor any PIC WISCONSIN Subsidiary knows of, or has received notice of, any violation of any PIC WISCONSIN Contract by any of the other parties thereto.” (b) Section 4.16(b) of the PIC WISCONSIN Disclosure Schedule sets forth a list of, and PIC WISCONSIN has made available to PRA correct and complete copies of, all written arrangements (ior group of related written arrangements) Each Company from or to third parties, for the furnishing of services to, or receipt of services by, PIC WISCONSIN or any PIC WISCONSIN Subsidiary (including without limitation, legal and accounting services, risk management services, agency agreements, managing general agent agreements, reinsurance intermediary agreements and other distribution agreements, and agreements relating to the sale or servicing of medical professional liability insurance products offered by PIC WISCONSIN or any PIC WISCONSIN Subsidiary) under which payments were made during any calendar year since December 31, 2002 in excess of $100,000 or that has a non-cancelable term in excess of one (1) year (as to the latter, which is still in effect). (c) With respect to each PIC WISCONSIN Contract: Such PIC WISCONSIN Contract is valid in full force and effect (except for contracts that have expired pursuant to the terms thereof) and is legally valid, binding on the applicable Company or its applicable Subsidiary, and enforceable against it PIC WISCONSIN or any of the PIC WISCONSIN Subsidiaries and to the Knowledge of PIC WISCONSIN, the other party thereto in accordance with its terms (subject except as may be limited by bankruptcy, fraudulent conveyance, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). There are no material defaults by PIC WISCONSIN or any PIC WISCONSIN Subsidiary, or, to the Bankruptcy and Equity Exception)Knowledge of PIC WISCONSIN, and is in full force and effectany other party, (ii) each Company and each of its Subsidiaries andunder such PIC WISCONSIN Contract. Neither PIC WISCONSIN nor any PIC WISCONSIN Subsidiary has received written or, to Seller’s knowledgethe Knowledge of PIC WISCONSIN or any PIC WISCONSIN Subsidiary, each other party thereto oral notice of any default, offset, counterclaim or defense under such PIC WISCONSIN Contract. No condition or event has duly 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 occurred which with the passage of time or both, will constitute, the giving of notice or both would constitute a breach, violation default or default on the part of the applicable Company breach by PIC WISCONSIN or any of its Subsidiaries PIC WISCONSIN Subsidiary, or, to Seller’s knowledgethe Knowledge of PIC WISCONSIN, any other party thereto under any the terms of such Company PIC WISCONSIN Contract. All security deposits, reserve funds, and other sums and charges that have become due and payable under such PIC WISCONSIN Contract have been paid in full. No notice party has repudiated any provision of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company such PIC WISCONSIN Contract.

Certain Contracts. (a) None Except for this Agreement, as of the Companies date of this Agreement, neither Rubicon Project nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral), but excluding any Rubicon Project Benefit Plan (all contracts of the types described in the following clauses (i) through (xiv), collectively, the “Rubicon Project Material Contracts”): (i) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that contains a any non-compete competition provision or client other agreement or customer obligation that materially restricts the manner in which the businesses of Rubicon Project and its Subsidiaries is conducted (other than standard employee non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, solicitation restrictions) or, to after the knowledge of SellerEffective Time, upon consummation of the transactions contemplated hereby could would materially restrict the ability of Buyers, the Companies Rubicon Project or any of their respective its Subsidiaries to engage in any line of business or in any geographic area, region; (iii) that is material and obligates Rubicon Project or any of the Companies its Subsidiaries, or will obligate Rubicon Project or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of after the transactions contemplated hereby will obligate BuyersEffective Time, the Companies or any of their respective Subsidiaries to conduct business with any third party on an a preferential or exclusive basis or preferential basiscontains “most favored nation” or similar provisions (other than such contracts which are terminable by Rubicon Project or any of its Subsidiaries on ninety (90) days’ or less notice without any required material payment or penalty or other material conditions, in any case other than the condition of the preceding which is material, notice); (iv) 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; (viA) that is an indenture, credit agreement, loan agreement security agreement, guarantee guarantee, note, mortgage or other agreement relating or commitment that provides for or relates to material any indebtedness of any Company Rubicon Project or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements, in each case, other than (x) accounts receivables and payables, (y) loans to direct or indirect wholly-owned Subsidiaries of Rubicon Project and (z) advances to employees for travel and business expenses, in each case of clauses (x)-(z), in the ordinary course of business or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Rubicon Project or any of its Subsidiaries of, or any similar commitment by Rubicon Project or any of its Subsidiaries, which respect to, the obligations, liabilities or indebtedness of any third party other Person; (v) for which the Companies any joint venture, partnership or their Subsidiaries similar arrangement, in each case, that is material to Rubicon Project and its Subsidiaries, taken as a whole; (vi) that is a guarantor consulting agreement or is otherwise liable; data processing, software programming, software licensing, brand safety, media procurement, exchange, data provider or data owner contract, including any contract with a demand side platform, supply side platform, exchange, data management platform or other ad tech service provider, in each case involving the net payment or receipt by Rubicon Project or its Subsidiaries of more than $500,000 per annum; (vii) that requires the Companies is an agreement with any publisher or other seller under which Rubicon Project or its Subsidiaries receive fees of more than $500,000 per annum; (viii) pursuant to which Rubicon Project or any of their its Subsidiaries receives from any third party a license or similar right to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) Intellectual Property that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies material to Rubicon Project and their Insurance its Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; other than licenses with respect to software that is generally commercially available; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; is a (A) settlement agreement or (xB) consent or similar agreement with a Governmental Entity, in each case that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding contains any material continuing obligations of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly 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 breach, violation or default on the part of the applicable Company Rubicon Project or any of its Subsidiaries (other than non-disclosure obligations); or (x) that relates to the acquisition or disposition of any Person, to Seller’s knowledge, business or asset (other than the acquisition of equipment or products in the ordinary course of business) and under which Rubicon Project or its Subsidiaries have (A) a material continuing indemnification obligation or (B) material “earn-out” or similar contingent payment obligations; (xi) that is a collective bargaining agreement or contract with any other party thereto labor union providing for benefits 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 Seller’s knowledge, threatened Rubicon Project Benefit Plan; (xii) that provides for payment obligations (other than with respect to pass-through advertising spend) by Rubicon Project or any Company Contract.of its Subsidiaries in any twelve (12) month period of $1,000,000 (other than any such contracts which are terminable by Rubicon Project or any of its Subsidiaries on ninety (90) days’ or less notice without any required material payment or penalty or other material conditions, other than the condition of notice) and is not otherwise disclosed pursuant to clauses (i) through (xi) above, inclusive; (xiii) between Rubicon Project or any of its Subsidiaries, on the one hand, and any Affiliate of Rubicon Project (other than its Subsidiaries) or other Persons, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K of the SEC; or (xiv) the termination of which would be reasonably expected to have a Material Adverse Effect on Rubicon Project and is not disclosed pursuant to clauses (i) through (xiii) above

Certain Contracts. (a) None Except as set forth in Section 4.13(a) of the Companies Hexcel Disclosure Schedule, as of the date hereof, neither Hexcel nor any of their Subsidiaries Hexcel Subsidiary is a party to or bound by any contractContract, arrangementincluding any Hexcel Lease but excluding any Hexcel Benefit Plan, commitment that has not expired or understanding been terminated as of the date of this Agreement (whether written such that none of its provisions remains in force or oraleffect, 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 Hexcel) and: (i) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that contains a non-compete or client client, employee or customer non-solicit requirement or any other provision provision, in each case that materially restricts the conduct of, or the manner of conducting, any line of business in by Hexcel or any geographic area, or, to of the knowledge of Seller, Hexcel Subsidiaries or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Combined Company or any of their respective Subsidiaries its affiliates to engage in any line of business or in any geographic area, region; (iii) that is material and obligates any of the Companies Hexcel or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries Hexcel Subsidiary to conduct business with any third party on an a preferential or exclusive basis or preferential basis, in any case of the preceding which is material, contains material “most favored nation” or similar provisions; (iv) 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; (viA) that is an indenture, credit agreement, loan agreement, guarantee security agreement, guarantee, note, mortgage or other agreement relating or commitment that provides for or relates to material any indebtedness of Hexcel or any Hexcel 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 Hexcel or any Hexcel Subsidiary of, or any similar commitment by Hexcel or any Hexcel Subsidiary with respect to, the obligations, liabilities or indebtedness of any Company or any other person of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; nature described in clause (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any personA), in the case of each case of clauses (A) and (B), in an the principal amount in excess of $1 million; 25,000,000 or more, other than any Hexcel Lease; (viiiv) that is with an agencyany manufacturer, brokervendor, insurer lessor or other person that accounted supplier with respect to which manufacturer, vendor, lessor or other supplier the aggregate annual spend for 1% or more of the sales of year ended December 31, 2019 exceeded $25,000,000 for Hexcel and the Companies and their Insurance Hexcel Subsidiaries, taken as a whole, pursuant to which Hexcel and the Hexcel Subsidiaries purchase or lease from such manufacturer, vendor, lessor, or other supplier (but 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 12 months year ended June 30December 31, 2008; 2019 exceeded $25,000,000 for Hexcel and the Hexcel Subsidiaries, taken as a whole, pursuant to which such customer purchases products and services from Hexcel and the Hexcel Subsidiaries (excluding ordinary course ordering documents, quotes, purchase orders, and similar documents); (vii) that grants any right of first refusal, right of first offer, or right of first negotiation with respect to any material assets, rights or properties of Hexcel or the Hexcel Subsidiaries; (viii) that is a consulting agreement involving the payment of more than $5,000,000 per annum (other than any such Contracts which are terminable by Hexcel or any Hexcel Subsidiary on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (ix) that provides for the indemnification of any officer, director or employee of the Companies pursuant to which Hexcel or any of their Subsidiaries; Hexcel Subsidiary receives from any third party a license or similar right to any Intellectual Property that is material to Hexcel, other than those that are received pursuant to Non-Scheduled Contracts; (x) that would preventis a settlement, materially delay consent or materially impede similar agreement and contains any material continuing obligations of Hexcel or any Hexcel Subsidiary, including without limitation any express patent license granted in settlement of any assertion or allegation of patent infringement; (xi) that is a material joint venture, partnership or limited liability company agreement or other similar contract relating to the Companies’ ability formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such contract solely between Hexcel and its wholly owned Subsidiaries or among Hexcel’s wholly owned Subsidiaries; or (xii) that relates to consummate the transactions contemplated by this Agreementacquisition or disposition of any person, business or asset and under which Hexcel or the Hexcel Subsidiaries have or may have a material obligation or liability. Each contract, arrangement, commitment or understanding Contract of the type described required to be set forth in this Section 3.13(a)4.13(a) of the Hexcel Disclosure Schedule, whether or not set forth in the Company Hexcel Disclosure Schedule, is referred to herein as a “Company Hexcel Contract.”” Hexcel has made available to ▇▇▇▇▇▇▇▇ true, correct and complete copies of each Hexcel Contract in effect as of the date hereof, excluding any schedules, annexes, exhibits, work orders, statements of work or other ancillary documents with respect to any such Hexcel Contracts that are no longer in force or effect or do not contain terms that are, individually or in the aggregate, material to Hexcel and the Hexcel Subsidiaries. (b) (i) Each Company Hexcel Contract is valid and binding on Hexcel or one of the applicable Company or its applicable SubsidiaryHexcel Subsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Hexcel, (ii) each Company of Hexcel and each of its the Hexcel Subsidiaries and, to Seller’s knowledge, each other party thereto has duly 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 Hexcel 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 Hexcel, (iii) to the knowledge of Hexcel, each third-party counterparty to each Hexcel Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under each Company such Hexcel 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 Hexcel, (iv) neither Hexcel nor any Hexcel Subsidiary has knowledge of, or has received notice of, any violation of any Hexcel 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 Hexcel and (iiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation material breach or default on the part of the applicable Company Hexcel or any of its Subsidiaries Hexcel Subsidiary or, to Seller’s knowledgethe knowledge of Hexcel, any other party thereto thereto, of or under any such Company Hexcel Contract. No notice of default , except where such breach or termination has been received under any Company Contract. There are no disputes pending ordefault, either individually or in the aggregate, would not reasonably be expected to Seller’s knowledge, threatened with respect to any Company Contracthave a Material Adverse Effect on Hexcel.

Certain Contracts. (a) None As of the Companies date of this Agreement, neither ILG nor any of their Subsidiaries its subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that any “material contract” (as such term is material to defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a wholeSEC), (ii) that contains a non-compete any contract relating to indebtedness for borrowed money or client any contract relating to any vacation ownership notes receivable transaction or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyerssecuritization transaction (including, the Companies securitization of Vacation Ownership Interest loans), in each case, in excess of $10,000,000 or any of their respective Subsidiaries to engage in any line of business in any geographic areaguarantee thereof (other than intercompany indebtedness), (iii) any material non-competition agreement, any material agreement that obligates any of grants the Companies other party or any of its Subsidiaries to conduct business on an exclusive third person exclusivity or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies “most favored nation” status or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) 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 any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any personobligation, in each case case, which purports to limit in an amount any material respect the manner in excess which, or the localities in which, the businesses of $1 million; ILG and its subsidiaries, taken as a whole (viii) that is with an agencyor, brokerfor purposes of this Section 3.1(o), insurer or other person that accounted for 1% or more of the sales of the Companies MVW and their Insurance Subsidiariesits subsidiaries, taken as a whole, for assuming the 12 months ended June 30Combination Transactions have taken place), 2008; is or would be conducted, (ixiv) that provides for with respect to the indemnification of any officer, director or employee persons listed on Section 3.1(o)(iv) of the Companies ILG Disclosure Letter, any ILG Management Agreement related to properties listed in the ILG Form 10-K or any of their Subsidiaries; or ILG Management Agreement related to a non-specific timeshare plan, (xv) that would preventany ILG Major Developer Agreement, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a(vi) any ILG Brand Agreement and (vii), whether or to the extent not set forth disclosed in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) clauses (i) through (vi), any other contracts, side letters or other agreements or arrangements that are not immaterial with the persons listed on Section 3.1(o)(vii) of the ILG Disclosure Letter (all contracts of the types described in clauses (i) through (vii), collectively, the “ILG Material Contracts”). Except with respect to the ILG Major Developer Agreements, ILG has delivered or made available to MVW, prior to the execution of this Agreement, true and complete copies of all ILG Material Contracts not filed as exhibits to the ILG Filed SEC Documents. Each Company ILG Material Contract is valid and binding on the applicable Company or its applicable SubsidiaryILG (or, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)extent a subsidiary of ILG is a party, such subsidiary) and is in full force and effect, (ii) each Company and ILG and each subsidiary of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly ILG have in all material respects performed all obligations required to be performed by it them to date under each Company Contract and ILG Material Contract, except where such noncompliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ILG. Neither ILG nor any of its subsidiaries has knowledge of, or has received written notice of, any violation or default under (iii) no event or nor, to the knowledge of ILG, does there exist any condition exists that constitutes or, after notice or lapse with the passage of time or both, will constitute, the giving of notice or both would result in such a breach, violation or default on the part of the applicable Company under), or any of its Subsidiaries or, intent to Seller’s knowledgeterminate or not renew, any ILG Material Contract. To the knowledge of ILG, no 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 Seller’s knowledge, threatened with respect to any Company ContractILG Material Contract is in breach of or default under the terms of any ILG Material Contract where such default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ILG.

Certain Contracts. (a) None Except as set forth in Section 3.13(a) of the Companies Company Disclosure Schedule, neither Company nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that, apart from this Agreement, 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 material 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 Companies and their Subsidiaries taken as a whole, date hereof; (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts in a material manner the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Sellerthe Company, upon consummation of the transactions contemplated hereby Merger could restrict the ability of BuyersParent, the Companies Surviving Company or any of their respective Subsidiaries to engage in any line of business in any geographic area, ; (iii) that obligates any of the Companies Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby Merger will obligate BuyersParent, the Companies Surviving Company or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, ; (iv) 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, indenture credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its SubsidiariesSubsidiary, or of any third party for which the Companies Company or their Subsidiaries any Subsidiary is a guarantor or is otherwise liable; (vii) that requires the Companies Company or any of their Subsidiaries Subsidiary to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30December 31, 20082009; (ix) that provides for the indemnification of any officer, director or employee of the Companies Company or any of their SubsidiariesSubsidiary; or (x) that would prevent, materially delay or materially impede the Companies’ Company’s ability to consummate the Merger or the other transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to SellerCompany’s knowledge, each other party thereto has duly 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 breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to SellerCompany’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 SellerCompany’s knowledge, threatened with respect to any Company Contract.

Certain Contracts. (a) None The Company has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to the Acquiror of, all Contracts (collectively, the “Company Material Contracts”) to which, as of the Companies nor date hereof, the Company or any of their its Consolidated Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material to the Companies and their Subsidiaries taken as a whole, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct ofparty, or by which the manner Company or any of conducting, any line of business in any geographic areaits Consolidated Subsidiaries may be bound, or, to the knowledge of Sellerthe Company, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies which it or any of its Consolidated Subsidiaries to conduct business on an exclusive or preferential basis their respective assets or properties may be subject, with respect to: (i) any third party or upon consummation Contract that is a “material contract” within the meaning of Item 601(b)(10) of the transactions contemplated hereby will obligate BuyersSEC’s Regulation S-K; (ii) any loans or credit agreements, the Companies or mortgages, indentures and other agreements and instruments pursuant to which any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case Indebtedness of the preceding which is material, (iv) 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 any Company or any of its Subsidiaries, or of any third party for which the Companies or their Consolidated Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an aggregate principal amount in excess of $1 million; 5,000,000 is outstanding or may be incurred, or any guarantee by the Company or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $5,000,000; (viiiiii) any non-competition or non-solicitation Contract or any other Contract that is with an agencylimits, brokerpurports to limit, insurer or other person that accounted for 1% would reasonably be expected to limit in each case in any material respect the manner in which, or more the localities in which, any material business of the sales of the Companies Company and their Insurance its Consolidated Subsidiaries, taken as a whole, for is or could be conducted or the 12 months ended June 30, 2008types of business that the Company and its Consolidated Subsidiaries conducts or may conduct; or (ixiv) any Contract that provides for obligates the indemnification of any officer, director or employee of the Companies Company or any of their its Consolidated Subsidiaries to conduct any business that is material to the Company and its Consolidated Subsidiaries; , taken as a whole, on an exclusive basis with any third party, or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding upon consummation of the type described in this Section 3.13(a)Merger, whether will obligate the Acquiror or not set forth in the Company Disclosure Schedule, is referred any of its Consolidated Subsidiaries to as a “Company Contractconduct business with any third-party on an exclusive basis.” (b) (i) Each Company Material Contract is (x) valid and binding on the applicable Company or its applicable SubsidiaryConsolidated Subsidiary and, to the Company’s knowledge, each other party thereto, (y) enforceable against it the Company or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effecteffect other than in each case as would not, (ii) each individually or in the aggregate, reasonably be expected to be material to the Company and each its Consolidated Subsidiaries, taken as a whole. The Company Advisory Agreement has been approved by the Company Board and members of the Company in accordance with Section 15 of the Investment Company Act. Neither the Company nor any of its Consolidated Subsidiaries andnor, to Sellerthe Company’s knowledge, each any other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and thereto, is in material breach of any provisions of or in default (iii) no event or condition exists that constitutes or, after with the giving of notice or lapse of time or both, will constitutewould be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a breachright of termination or acceleration under, violation any Company Material Contract other than as would not, individually or default on in the part of aggregate, reasonably be expected to have a Material Adverse Effect with respect to the applicable Company. No Company Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to the Company or any of its Consolidated Subsidiaries orthat, to Seller’s knowledgewith or without the giving of notice, any other party thereto under any such Company Contract. No notice the lapse of time or both, would constitute a breach or default or termination has been received under any Company Contract. There are no disputes pending orMaterial Contract other than as would not, individually or in the aggregate, reasonably be expected to Seller’s knowledgebe material to the Company and its Consolidated Subsidiaries, threatened with respect to any Company Contracttaken as a whole.

Certain Contracts. (a) None Except for this Agreement, as of the Companies date of this Agreement, neither Rubicon Project nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral), but excluding any Rubicon Project Benefit Plan (all contracts of the types described in the following clauses (i) through (xiv), collectively, the “Rubicon Project Material Contracts”): (i) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that contains a any non-compete competition provision or client other agreement or customer obligation that materially restricts the manner in which the businesses of Rubicon Project and its Subsidiaries is conducted (other than standard employee non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, solicitation restrictions) or, to after the knowledge of SellerEffective Time, upon consummation of the transactions contemplated hereby could would materially restrict the ability of Buyers, the Companies Rubicon Project or any of their respective its Subsidiaries to engage in any line of business or in any geographic area, region; (iii) that is material and obligates Rubicon Project or any of the Companies its Subsidiaries, or will obligate Rubicon Project or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of after the transactions contemplated hereby will obligate BuyersEffective Time, the Companies or any of their respective Subsidiaries to conduct business with any third party on an a preferential or exclusive basis or preferential basiscontains “most favored nation” or similar provisions (other than such contracts which are terminable by Rubicon Project or any of its Subsidiaries on ninety (90) days’ or less notice without any required material payment or penalty or other material conditions, in any case other than the condition of the preceding which is material, notice); (iv) 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; (viA) that is an indenture, credit agreement, loan agreement security agreement, guarantee guarantee, note, mortgage or other agreement relating or commitment that provides for or relates to material any indebtedness of any Company Rubicon Project or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements, in each case, other than (x) accounts receivables and payables, (y) loans to direct or indirect wholly-owned Subsidiaries of Rubicon Project and (z) advances to employees for travel and business expenses, in each case of clauses (x)-(z), in the ordinary course of business or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Rubicon Project or any of its Subsidiaries of, or any similar commitment by Rubicon Project or any of its Subsidiaries, which respect to, the obligations, liabilities or indebtedness of any third party other Person; (v) for which the Companies any joint venture, partnership or their Subsidiaries similar arrangement, in each case, that is material to Rubicon Project and its Subsidiaries, taken as a whole; (vi) that is a guarantor consulting agreement or is otherwise liable; data processing, software programming, software licensing, brand safety, media procurement, exchange, data provider or data owner contract, including any contract with a demand side platform, supply side platform, exchange, data management platform or other ad tech service provider, in each case involving the net payment or receipt by Rubicon Project or its Subsidiaries of more than $500,000 per annum; (vii) that requires the Companies is an agreement with any publisher or other seller under which Rubicon Project or its Subsidiaries receive fees of more than $500,000 per annum; (viii) pursuant to which Rubicon Project or any of their its Subsidiaries receives from any third party a license or similar right to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) Intellectual Property that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies material to Rubicon Project and their Insurance its Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; other than licenses with respect to software that is generally commercially available; (ix) that provides for the indemnification is a (A) settlement agreement or (B) consent or similar agreement with a Governmental Entity, in each case that contains any material continuing obligations of any officer, director or employee of the Companies Rubicon Project or any of their Subsidiariesits Subsidiaries (other than non-disclosure obligations); or or (x) that would preventrelates to the acquisition or disposition of any Person, materially delay business or materially impede asset (other than the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment acquisition of equipment or understanding of the type described in this Section 3.13(a), whether or not set forth products in the Company Disclosure Schedule, is referred to as ordinary course of business) and under which Rubicon Project or its Subsidiaries have (A) a material continuing indemnification obligation or (B) material “Company Contract.”earn-out” or similar contingent payment obligations; (bxi) that is a collective bargaining agreement or contract with any labor union providing for benefits under any Rubicon Project Benefit Plan; (xii) that provides for payment obligations (other than with respect to pass-through advertising spend) by Rubicon Project or any of its Subsidiaries in any twelve (12) month period of $1,000,000 (other than any such contracts which are terminable by Rubicon Project or any of its Subsidiaries on ninety (90) days’ or less notice without any required material payment or penalty or other material conditions, other than the condition of notice) and is not otherwise disclosed pursuant to clauses (i) through (xi) above, inclusive; (xiii) between Rubicon Project or any of its Subsidiaries, on the one hand, and any Affiliate of Rubicon Project (other than its Subsidiaries) or other Persons, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K of the SEC; or (xiv) the termination of which would be reasonably expected to have a Material Adverse Effect on Rubicon Project and is not disclosed pursuant to clauses (i) through (xiii) above, inclusive. Each Company Rubicon Project Material Contract is valid and binding on the applicable Company or its applicable SubsidiaryTelaria (or, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)extent a Subsidiary of Rubicon Project is a party, such Subsidiary) and is in full force and effecteffect (subject to the Enforceability Exceptions), (ii) each Company and Rubicon Project and each Subsidiary of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly Rubicon Project have performed all obligations required to be performed by it them to date under each Company Contract Rubicon Project Material Contract, except where such noncompliance, individually and (iii) no event or condition exists that constitutes orin the aggregate, after notice or lapse of time or both, will constitute, would not reasonably be expected to have a breach, violation or default Material Adverse Effect on the part of the applicable Company or Rubicon Project. Neither Rubicon Project nor any of its Subsidiaries orhas Knowledge of, or has received written notice of, any violation or default (nor, to Seller’s knowledgethe Knowledge of Rubicon Project, does there exist any condition that with the passage of time or the giving of notice or both would result in such a violation or default) under any Rubicon Project Material Contract, in each case that, individually and in the aggregate, would reasonably be expected to have a Material Adverse Effect on Rubicon Project. To the Knowledge of Rubicon Project, no 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 Seller’s knowledge, threatened with respect to any Company ContractRubicon Project Material Contract is in breach of or default under the terms of any Rubicon Project Material Contract where such default would reasonably be expected to have, individually and in the aggregate, a Material Adverse Effect on Rubicon Project.

Certain Contracts. (a) None Except for this Agreement, except as set forth in Section 4.25(a) of the Companies Toreador Disclosure Letter and except as filed or incorporated by reference as an exhibit to the Toreador Reports filed since December 31, 2010, neither Toreador nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) contract that is: (i) a “material contract” (as such term is defined in item 601(b)(10) of Regulation S-K of the Securities Act); (ii) a non-competition agreement or any other agreement or obligation which purports to limit the manner in which, or the localities in which, Toreador or any of its Subsidiaries or Affiliates conduct or may conduct business, (iii) an agreement providing for the sale by Toreador or any of its Subsidiaries of Hydrocarbons which contains a material “take-or-pay” clause or any similar material prepayment or forward sale arrangement or obligation to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor; (iv) a transportation, processing or treating agreement of more than 100 barrels (equivalent) of Hydrocarbons per day; (v) a Contract that creates a partnership or joint venture or similar arrangement pursuant to which Toreador or any of its Subsidiaries is a party; (vi) a joint development agreement, exploration agreement, or acreage deduction agreement (excluding, in respect of each of the foregoing, customary joint operating agreements) that is material to the Companies operation of Toreador and their Subsidiaries taken as a whole, (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 line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) 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 any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; ); (ixvii) that provides for the indemnification a settlement or similar agreement with any Governmental Authority or any order or consent of any officer, director or employee of the Companies a Governmental Authority involving future performance by Toreador or any of their Subsidiariesits Subsidiaries that is material to Toreador and its Subsidiaries taken as a whole; or or (xviii) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreementany lease for any Toreador Well. Each contract, arrangement, commitment or understanding All Contracts of the type described in this Section 3.13(a)4.25(a) (including those described in Section 4.25(a) of the Toreador Disclosure Letter and those filed or incorporated by reference as an exhibit to the Toreador Reports filed since December 31, whether or not set forth in the Company Disclosure Schedule, is 2010) are referred to herein as a the “Company ContractToreador Material Contracts”).” (b) (i) Each Company As of the date of this Agreement, each Toreador Material Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and Toreador and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly have in all material respects performed all obligations required to be performed by it them to date under each Company Toreador Material Contract to which they are party, except where such failure to be in full force and (iii) no event effect or condition exists that constitutes orsuch failure to perform, after notice individually or lapse of time in the aggregate, has not had and is not reasonably expected to have a Toreador Material Adverse Effect. Except for such matters as, individually or bothin the aggregate, will constitutehave not had and would not reasonably be expected to have a Toreador Material Adverse Effect, a breach, violation or default on the part of the applicable Company or neither Toreador nor any of its Subsidiaries or(x) knows of, or has received written notice of, any breach of or violation or default under (nor, to Seller’s knowledgethe knowledge of Toreador, 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 Toreador Material Contract or (y) has received written notice of the desire of the other party thereto under or parties to any such Company ContractToreador Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or exercise remedies thereunder. No notice Each Toreador Material Contract is enforceable by Toreador or a Subsidiary of default Toreador in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or termination has been received under any Company Contract. There are no disputes pending orother similar laws relating to creditors’ rights and general principles of equity, to Seller’s knowledgeexcept where such unenforceability does not constitute, threatened with respect to any Company Contractindividually or in the aggregate, a Toreador Material Adverse Effect.

Certain Contracts. (a) None MLC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via SEDAR+) to TURN of, all Contracts (including any amendments, modifications or supplements, thereto, collectively, the “MLC Material Contracts”) to which, as of the Companies nor date hereof, MLC or any of their its Subsidiaries is a party to party, or bound by any contractwhich binds their respective assets or properties, arrangement, commitment or understanding (whether written or oral) with respect to: (i) any Contract that is a “material contract” within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations; (ii) any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of MLC or any of its Subsidiaries is outstanding or may be incurred, or any guarantee by MLC or any of its Subsidiaries of any Indebtedness; (iii) any Contract that creates future payment obligations in excess of $100,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of MLC or its Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to MLC and its Subsidiaries, taken as a whole); (iv) except with respect to investments set forth in the MLC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to MLC and its Subsidiaries, taken as a whole; (v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the Companies manner in which, or the localities in which, any material business of MLC and their Subsidiaries its Subsidiaries, taken as a whole, is or could be conducted or the types of business that MLC and its Subsidiaries conducts or may conduct; (iivi) any Contract (A) relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) as to which there are any material ongoing obligations other than Contracts entered into in the ordinary course of business with respect to investments set forth in the MLC Reports, or (B) that contains gives any Person the right to acquire any assets of MLC or any of its Subsidiaries (excluding ordinary course commitments to purchase goods, products or services) after the date hereof; (vii) any Contract that obligates MLC or any of its Subsidiaries to conduct any business that is material to MLC and its Subsidiaries, taken as a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct ofwhole, on an exclusive basis with any third party, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of BuyersMergers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies will obligate MLC or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third third-party on an exclusive or preferential basis, in ; (viii) any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) Contract 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 any Company obligates MLC or any of its Subsidiaries, Subsidiaries to indemnify or hold harmless any past or present director or officer of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies MLC or any of their its Subsidiaries to make an investment in(other than the MLC Articles, the MLC Bylaws or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales organizational or governing documents of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; any Subsidiaries of MLC); (ix) any MLC IPR Agreement, provided that provides the following are excluded from the foregoing scheduling requirements: (A) agreements in respect of Commercially Available Software are excluded from the scheduling requirement for the indemnification of any officer, director or employee of the Companies MLC In-Bound Licenses; and (B) non-exclusive licenses granted by MLC or any of their Subsidiariesits Subsidiaries in the ordinary course of business are excluded from the scheduling requirement for MLC Out-Bound Licenses; and (C) provided that MLC has produced to TURN a copy of each such current and historical standard form of agreement, each standard agreement executed by a MLC Personnel assigning to MLC or its Subsidiary all Intellectual Property Rights developed by such Person within the scope of such Person’s employment or engagement with MLC or its Subsidiary is excluded from the scheduling requirement for MLC Development Agreements; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as any Contract with a “Company ContractGovernmental Entity.” (b) Each MLC Material Contract is (i) Each Company Contract is valid and binding on the applicable Company MLC or its applicable SubsidiarySubsidiary and, to the Knowledge of MLC, each other party thereto, (ii) enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (iii) is in full force and effecteffect other than in each case as would not, (ii) each Company and each individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to MLC. Neither MLC nor any of its Subsidiaries andnor, to Seller’s knowledgethe Knowledge of MLC, each any other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and thereto, is in material breach of any provisions of or in default (iii) no event or condition exists that constitutes or, after with the giving of notice or lapse of time or both, will constitutewould be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a breachright of termination or acceleration under, violation any MLC Material Contract other than as would not, individually or default on in the part of the applicable Company aggregate, reasonably be expected to have a Material Adverse Effect with respect to MLC. No event has occurred with respect to MLC or any of its Subsidiaries orthat, to Seller’s knowledgewith or without the giving of notice, any other party thereto the lapse of time or both, would constitute a breach or default under any such Company Contract. No notice of default MLC Material Contract other than as would not, individually or termination has been received under any Company Contract. There are no disputes pending orin the aggregate, reasonably be expected to Seller’s knowledgebe material to MLC and its Subsidiaries, threatened with respect to any Company Contracttaken as a whole.

Certain Contracts. (a) None Except as set forth in the exhibit index for Unizan’s Annual Report on Form 10-K for the year ended December 31, 2002 or as permitted pursuant to Section 5.2 or as set forth on Section 3.14 of the Companies Unizan Disclosure Schedule, neither Unizan nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material any agreement relating to the Companies and their incurring of Indebtedness (as defined below) by Unizan or any of its Subsidiaries taken as a wholein an amount in excess in the aggregate of $250,000 (collectively, “Instruments of Indebtedness“), (ii) that contains a any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-compete competition or client exclusive dealing agreement, or customer non-any other agreement or obligation which purports to limit or restrict in any respect (A) the ability of Unizan or its Subsidiaries to solicit requirement customers or other provision that restricts (B) the conduct ofmanner in which, or the manner localities in which, all or any portion of conducting, any line the business of business in any geographic area, Unizan and its Subsidiaries or, to the knowledge of Seller, upon following consummation of the transactions contemplated hereby could restrict by this Agreement, Huntington and its Subsidiaries, is or would be conducted, (iv) any agreement providing for the indemnification by Unizan or a Subsidiary of Unizan of any Person other than customary agreements with directors or officers of Unizan or its Subsidiaries or with vendors providing goods or services to Unizan or its Subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to Unizan, (v) any joint venture or partnership agreement material to Unizan, (vi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies Unizan or any of its Subsidiaries to conduct business on an exclusive own, operate, sell, transfer, pledge or preferential basis with otherwise dispose of any third party assets or upon consummation of the transactions contemplated hereby will obligate Buyersbusiness, the Companies (vii) any contract or agreement providing for any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basispayments that are conditioned, in any case whole or in part, on a change of the preceding which is material, (iv) 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 control of any Company Unizan or any of its Subsidiaries, or of (viii) any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; collective bargaining agreement, (viiix) that requires the Companies any employment agreement (other than agreements terminable by Unizan or any Subsidiary of their Subsidiaries to make an investment inUnizan on not more than 30 days’ notice without penalty and which will not in any respect be affected by a change of control of Unizan), with, or otherwise provide funds any agreement or arrangement that contains any severance pay or post-employment liabilities or obligations (other than as required by law) to, any personcurrent or former director, in each case in an amount in excess officer or employee of $1 million; Unizan or its Subsidiaries, (viiix) that is with an agency, broker, insurer any agreement regarding any agent bank or other person similar relationships with respect to lines of business, (xi) any agreement that accounted for 1% contains a “most favored nation” clause or more of the sales of the Companies other term providing preferential pricing or treatment to a third party, (xii) any agreement material to Unizan and their Insurance its Subsidiaries, taken as a whole, for pertaining to the 12 months ended June 30use of or granting any right to use or practice any rights under any Intellectual Property, 2008; whether Unizan is the licensee or licensor thereunder, (ixxiii) that provides for the indemnification of any officer, director or employee of the Companies agreements pursuant to which Unizan or any of their its Subsidiaries leases any real property, (xiv) any contract or agreement material to Unizan and its Subsidiaries; , taken as a whole, providing for the outsourcing or provision of servicing of customers, technology or product offerings of Unizan or its Subsidiaries, and (xv) any contract or other agreement not made in the ordinary course of business which (A) is material to Unizan and its Subsidiaries taken as a whole or (xB) that which would prevent, reasonably be expected to materially delay the consummation of the Merger or materially impede the Companies’ ability to consummate any of the transactions contemplated by this Agreement. Each contractAgreement (the agreements, arrangement, commitment or understanding contracts and obligations of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is clauses (i) through (xv) being referred to herein as a “Company ContractUnizan Material Contracts“).” (b) (i) Each Company Unizan Material Contract is valid and binding on the applicable Company or its applicable SubsidiaryUnizan (or, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)extent a Subsidiary of Unizan is a party, such Subsidiary) and, to the knowledge of Unizan, any other party thereto and is in full force and effect. Neither Unizan nor any of its Subsidiaries is in breach or default under any Unizan 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 Unizan. Neither Unizan nor any Subsidiary of Unizan knows of, or has received notice of, any violation or default under (nor, to the knowledge of Unizan, 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 Unizan Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Unizan. Prior to the date hereof, Unizan has made available to Huntington true and complete copies of all Unizan Material Contracts. There are no provisions in any Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. For purposes of this Section 3.14 and elsewhere through this Agreement, “Indebtedness“ of a person shall mean (i) all obligations of such person for borrowed money, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed of such person evidenced by it to date under each Company Contract bonds, debentures, notes and similar instruments, (iii) no event or condition exists that constitutes orall leases of such person capitalized pursuant to GAAP, after notice or lapse and (iv) all obligations of time or bothsuch person under sale-and-lease back transactions, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, agreements to Seller’s knowledge, any repurchase securities sold and 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 Seller’s knowledge, threatened with respect to any Company Contractsimilar financing transactions.

Certain Contracts. (a) None Except as set forth in Section 4.16(a) of the Companies SWM Disclosure Schedules, as of the date hereof, neither SWM nor any of their the SWM Subsidiaries is a party to or bound by any contractContract, arrangement, commitment or understanding (whether written or oral) but excluding any SWM Benefit Plan: (i) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that materially restricts the conduct of, or the manner of conducting, any line of business in by SWM or any geographic area, or, to the knowledge of Seller, its affiliates or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies SWM or any of their respective Subsidiaries its affiliates to engage in any line of business or in any geographic area, region; (iii) that is material and obligates SWM or any of the Companies SWM Subsidiaries, or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate BuyersSWM, the Companies or any of their respective Subsidiaries to conduct business with any third party on an a preferential or exclusive basis or preferential basiscontains “most favored nation” or similar provisions, or that contains minimum use or supply requirements that are material in any case of respect to SWM, the preceding which is material, SWM Subsidiaries and any affiliates; (iv) 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, security agreement, guarantee (other than performance guarantees), note, mortgage or other agreement relating or commitment (other than any purchase money security interest) that provides for or relates to material any indebtedness of any Company SWM or any of its the SWM Subsidiaries, including any sale and leaseback transactions and other similar financing arrangements (but excluding capitalized leases), in each case with respect to a principal amount of $5,000,000 or more; (v) pursuant to which the SWM or any of the SWM Subsidiaries receives from any third party for which a license or similar right to any Intellectual Property that is material to the Companies or their Subsidiaries SWM, other than licenses with respect to software that is generally commercially available; (vi) that is a guarantor settlement, consent or is otherwise liable; similar agreement and contains any material continuing obligations of the SWM or any of the SWM Subsidiaries; (vii) that requires the Companies relates to a material joint venture, partnership or similar relationship (other than any of their Subsidiaries to make an investment in, such agreement solely between or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; among SWM and its wholly-owned SWM Subsidiaries); (viii) that is with an agencyacquisition or divestiture Contract that contains representations, brokercovenants, insurer indemnities or other person obligations (including “earnout” or other contingent payment obligations) that accounted for 1% would reasonably be expected to result in the receipt or more making by SWM or any SWM Subsidiary of the sales future payments in excess of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; $2,000,000; (ix) that provides for is a Contract (or form thereof and a list of the indemnification of parties thereto) between SWM or any SWM Subsidiary, on the one hand, and any officer, director or employee affiliate (other than a wholly-owned SWM Subsidiary) of the Companies SWM or any SWM Subsidiary or any of their Subsidiaries; respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) that includes a material indemnification obligation of SWM or any of the SWM Subsidiaries which was granted outside of the Ordinary Course of Business; (xi) that contains a put, call or similar right pursuant to which SWM or any SWM Subsidiary could be required to sell, as applicable, any equity interests of any person or material amount of assets; or (xii) that provides any current employees, officers or directors of SWM or any SWM Subsidiary with annual base compensation in excess of $250,000 (and pursuant to which such employee would preventbe entitled to severance compensation in excess of 50% of such individual’s annual base compensation), materially delay other than Contracts that are terminable without penalty or materially impede the Companies’ ability to consummate the transactions contemplated notice or employment Contracts entered into on standard forms provided by this Agreementforeign Governmental Entities. Each contract, arrangement, commitment or understanding Contract of the type described in this Section 3.13(a4.16(a), whether or not set forth in the Company SWM Disclosure ScheduleSchedules, is referred to herein as a “Company SWM Material Contract.” (b) (i) Each Company SWM Material Contract is valid and binding on SWM or one of the applicable Company or its applicable SubsidiarySWM Subsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SWM, (ii) each Company SWM and each of its the SWM Subsidiaries and, to Seller’s knowledge, each other party thereto has duly 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 SWM Material 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 SWM, (iii) to the knowledge of SWM, each third-party counterparty to each SWM Material Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under each Company such SWM Material 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 SWM, (iv) neither SWM nor any of the SWM Subsidiaries has knowledge of, or has received notice of, any violation of any SWM Material 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 SWM, and (iiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a breach, violation material breach or default on the part of the applicable Company SWM or any of its the SWM Subsidiaries or, to Seller’s knowledgethe knowledge of SWM, any other party thereto thereto, of or under any such Company SWM Material Contract. No notice of default , except where such breach or termination has been received under any Company Contract. There are no disputes pending ordefault, either individually or in the aggregate, would not reasonably be expected to Seller’s knowledge, threatened with respect to any Company Contracthave a Material Adverse Effect on SWM.

Certain Contracts. (a) None Except as set forth in the exhibit index for Unizan’s Annual Report on Form 10-K for the year ended December 31, 2002 or as permitted pursuant to Section 5.2 or as set forth on Section 3.14 of the Companies Unizan Disclosure Schedule, neither Unizan nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material any agreement relating to the Companies and their incurring of Indebtedness (as defined below) by Unizan or any of its Subsidiaries taken as a wholein an amount in excess in the aggregate of $250,000 (collectively, “Instruments of Indebtedness”), (ii) that contains a any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (iii) any non-compete competition or client exclusive dealing agreement, or customer non-any other agreement or obligation which purports to limit or restrict in any respect (A) the ability of Unizan or its Subsidiaries to solicit requirement customers or other provision that restricts (B) the conduct ofmanner in which, or the manner localities in which, all or any portion of conducting, any line the business of business in any geographic area, Unizan and its Subsidiaries or, to the knowledge of Seller, upon following consummation of the transactions contemplated hereby could restrict by this Agreement, Huntington and its Subsidiaries, is or would be conducted, (iv) any agreement providing for the indemnification by Unizan or a Subsidiary of Unizan of any Person other than customary agreements with directors or officers of Unizan or its Subsidiaries or with vendors providing goods or services to Unizan or its Subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to Unizan, (v) any joint venture or partnership agreement material to Unizan, (vi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies Unizan or any of its Subsidiaries to conduct business on an exclusive own, operate, sell, transfer, pledge or preferential basis with otherwise dispose of any third party assets or upon consummation of the transactions contemplated hereby will obligate Buyersbusiness, the Companies (vii) any contract or agreement providing for any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basispayments that are conditioned, in any case whole or in part, on a change of the preceding which is material, (iv) 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 control of any Company Unizan or any of its Subsidiaries, or of (viii) any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; collective bargaining agreement, (viiix) that requires the Companies any employment agreement (other than agreements terminable by Unizan or any Subsidiary of their Subsidiaries to make an investment inUnizan on not more than 30 days’ notice without penalty and which will not in any respect be affected by a change of control of Unizan), with, or otherwise provide funds any agreement or arrangement that contains any severance pay or post-employment liabilities or obligations (other than as required by law) to, any personcurrent or former director, in each case in an amount in excess officer or employee of $1 million; Unizan or its Subsidiaries, (viiix) that is with an agency, broker, insurer any agreement regarding any agent bank or other person similar relationships with respect to lines of business, (xi) any agreement that accounted for 1% contains a “most favored nation” clause or more of the sales of the Companies other term providing preferential pricing or treatment to a third party, (xii) any agreement material to Unizan and their Insurance its Subsidiaries, taken as a whole, for pertaining to the 12 months ended June 30use of or granting any right to use or practice any rights under any Intellectual Property, 2008; whether Unizan is the licensee or licensor thereunder, (ixxiii) that provides for the indemnification of any officer, director or employee of the Companies agreements pursuant to which Unizan or any of their its Subsidiaries leases any real property, (xiv) any contract or agreement material to Unizan and its Subsidiaries; , taken as a whole, providing for the outsourcing or provision of servicing of customers, technology or product offerings of Unizan or its Subsidiaries, and (xv) any contract or other agreement not made in the ordinary course of business which (A) is material to Unizan and its Subsidiaries taken as a whole or (xB) that which would prevent, reasonably be expected to materially delay the consummation of the Merger or materially impede the Companies’ ability to consummate any of the transactions contemplated by this Agreement. Each contractAgreement (the agreements, arrangement, commitment or understanding contracts and obligations of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is clauses (i) through (xv) being referred to herein as a “Company ContractUnizan Material Contracts”).” (b) (i) Each Company Unizan Material Contract is valid and binding on the applicable Company or its applicable SubsidiaryUnizan (or, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)extent a Subsidiary of Unizan is a party, such Subsidiary) and, to the knowledge of Unizan, any other party thereto and is in full force and effect. Neither Unizan nor any of its Subsidiaries is in breach or default under any Unizan 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 Unizan. Neither Unizan nor any Subsidiary of Unizan knows of, or has received notice of, any violation or default under (nor, to the knowledge of Unizan, 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 Unizan Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Unizan. Prior to the date hereof, Unizan has made available to Huntington true and complete copies of all Unizan Material Contracts. There are no provisions in any Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. For purposes of this Section 3.14 and elsewhere through this Agreement, “Indebtedness” of a person shall mean (i) all obligations of such person for borrowed money, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed of such person evidenced by it to date under each Company Contract bonds, debentures, notes and similar instruments, (iii) no event or condition exists that constitutes orall leases of such person capitalized pursuant to GAAP, after notice or lapse and (iv) all obligations of time or bothsuch person under sale-and-lease back transactions, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, agreements to Seller’s knowledge, any repurchase securities sold and 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 Seller’s knowledge, threatened with respect to any Company Contractsimilar financing transactions.

Certain Contracts. (a) None Schedule 3.13(a) of the Companies nor Company Disclosure Schedule sets forth a complete and accurate list of each of the following contracts and other agreements (each a "Company Contract") to which the Company or any of their its Subsidiaries is bound or is a party party, other than contracts related to or bound by any contractthe Distribution, arrangement, commitment or understanding (whether written or oral) which will be disclosed in Schedule 5.12 of the Company Disclosure Schedule: (i) that equipment leases and lease purchase agreements with a remaining term of at least one year and remaining aggregate payments in excess of $25,000 under which the Company or any of its Subsidiaries is material to the Companies lessor or lessee, and their Subsidiaries taken as a wholeany pledges, conditional sale or title retention agreements, and security agreements; (ii) that contains any agreement containing a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, or upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies Company or any of their respective its Subsidiaries to engage in any line of business in any geographic area, ; (iii) any agreement that obligates any either of the Companies Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate BuyersBuyer, the Companies Company or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, ; (iv) any agreement with or to a labor union or guild (including any collective bargaining agreement), ; (v) that pertains to a material any joint venture or material partnership agreement; ; (vi) that is an any indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness Indebtedness of any the Company or any of its Subsidiaries, or of any third party for which the Companies Company or their its Subsidiaries is a guarantor or is otherwise liable; liable that will remain in effect after the Closing; (vii) any agreement that requires the Companies Company or any of their its Subsidiaries to make an investment in, or otherwise provide funds to, in any person, in each case Person in an amount in excess of $1 million; 50,000; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) any agreement that provides for the indemnification of any officer, director or employee of the Companies Company or any of their its Subsidiaries; ; (ix) any merchandise supply agreements, which such agreements (A) are exclusive, or (B) involve annual payments of more than $50,000; (x) any third party cemetery maintenance, management, sales or administrative services agreements; and (xi) any agreement that would prevent, materially delay or materially impede the Companies’ Company's ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) Seller has delivered, or made available to Buyer true, correct and complete copies of all Company Contracts (other than the Preneed Agreements), including any and all modifications or amendments thereto. (i) Each Company Contract is valid and binding on the applicable Company or its applicable SubsidiarySubsidiaries, as applicable, enforceable against it the parties thereto in accordance with its terms (subject to the Bankruptcy and Equity Exception)terms, and is in full force and effect, subject to the Bankruptcy and Equity Exception, (ii) each the Company and each of its Subsidiaries and, to the Knowledge of Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each the Company 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 the applicable Company or any of its Subsidiaries or, to the Knowledge of Seller’s knowledge, any other party thereto under any such Company Contract. No written notice of default or termination has been received under any Company Contract. There are no disputes pending or, to the Knowledge of Seller’s knowledge, threatened with respect to any Company Contract. (d) Except as set forth on Schedule 3.13(d) of the Company’s Disclosure Schedule, no event or circumstance has occurred, or will occur by reason of the execution of this Agreement or the consummation of any of the transactions contemplated hereby that, with notice or lapse of time or both, would constitute any event of default thereunder or would result in a termination thereof or would allow the other party to make any material modification or amendment thereto or exercise other material right thereunder.

Certain Contracts. (a) None Except as set forth in Section 3.13(a) of the Companies Silicon Disclosure Schedule, as of the date hereof, neither Silicon nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) Contract: (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 or the consummation of the transactions contemplated by this Agreement will result in any payment (whether of severance pay or otherwise) becoming due from Boron, Silicon, or any of their respective Subsidiaries to any officer or employee thereof; (iii) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (iiiv) 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 line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies Silicon or any of its Subsidiaries to or following the Closing will restrict the conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies Boron or any of their respective Subsidiaries its Subsidiaries; (v) that obligates Silicon or its Subsidiaries, or following the Closing, Boron or any of its Subsidiaries, to conduct business with any third party on an a preferential or exclusive basis or preferential basiswhich contains “most favored nation” or similar covenants (other than any such Contracts that will not obligate Boron or any of its Subsidiaries following the Closing (other than Silicon and its Subsidiaries) or which are terminable by Silicon or any of its Subsidiaries on sixty (60) days or less notice without any material required payment or other material conditions, in any case other than the condition of the preceding which is material, notice); (ivvi) with or to a labor union or guild (including any collective bargaining agreement); (vii) that relates to the incurrence of indebtedness by Silicon or any of its Subsidiaries in the principal amount of $10,000,000 or more, including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Silicon or its Subsidiaries; (ix) that relates to the acquisition or disposition of any assets or business with a book value or purchase price in excess of $5,000,000 (whether by merger, sale of stock, sale of assets or otherwise), excluding the acquisition or disposition of loans (which, for the avoidance of doubt, are addressed solely in Section ‎3.13(a)(x)); (x) that relates to the acquisition or disposition of any loan with a book value or purchase price in excess of $10,000,000, which acquisition or disposition is pending or is otherwise not reflected on the Silicon Unaudited Financial Statements; (xi) that is a Contract with ▇▇▇▇▇▇ ▇▇▇, HUD, the USDA, the VA or any other federal or state Governmental Entity that insures or guarantees residential mortgage Loans and/or residential mortgage backed securities (each a “Governmental Insurer”); (xii) with respect to the performance by Silicon or its Subsidiaries of Loan servicing with any outstanding obligations that are material to Silicon and its Subsidiaries (the “Servicing Agreements”); (xiii) that obligates Silicon or any of its Subsidiaries to indemnify or hold harmless any director or executive officer of Silicon or any of its Subsidiaries (other than the organizational documents of Silicon or its Subsidiaries); (xiv) that involved the payment of more than $2,000,000 by Silicon and its Subsidiaries in the twelve month period ending September 30, 2014 or that is expected to in the twelve month period ending December 31, 2014 (other than any such Contracts which are terminable by Silicon or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other material conditions, other than the condition of notice); (xv) that is a settlement agreement other than (A) releases immaterial in nature or amount entered into in the ordinary course of business with the former employees of Silicon or its Subsidiaries or independent contractors in connection with the routine cessation of such employee’s or independent contractor’s employment or (B) agreements the performance of which does not involve any payment after September 30, 2014 and does not impose any injunctive or other similar restrictions on Silicon or its Subsidiaries; (xvi) that (A) grants Silicon or one of its Subsidiaries any right to use any Intellectual Property (other than “shrink-wrap,” “click-wrap” or “web-wrap” licenses in respect of commercially available software), (vB) permits any third person to use, enforce or register any Intellectual Property owned by Silicon or its Subsidiaries (other than non-exclusive licenses to end-users or customers in the ordinary course of business) including any license agreements, coexistence agreements and covenants not to use or (C) restricts the right of Silicon or one of its Subsidiaries to use or register any Intellectual Property owned by Silicon or its Subsidiaries; or (xvii) that pertains relates to a material joint venture venture, partnership, limited liability company agreement or other similar agreement or arrangement with any third party, or the formation, creation or operation, management or control of any material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of joint venture with any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their 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 the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreementparty. Each contract, arrangement, commitment or understanding Contract of the type described in this Section 3.13(a), whether or not set forth in the Company Silicon Disclosure Schedule, is referred to herein as a “Company Silicon Contract.”” Silicon has Made Available to Boron prior to the date of this Agreement a complete and correct copy of each Silicon Contract, including all amendments, modifications and supplements thereto as in effect on the date of this Agreement. (b) (i) Each Company Silicon Contract is in full force and effect and is valid and binding on Silicon or one of its Subsidiaries, as applicable, and to Silicon’s Knowledge the applicable Company or its applicable Subsidiaryother parties thereto, enforceable against it in accordance with its terms (subject to the Bankruptcy Silicon and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to SellerSilicon’s knowledgeKnowledge, each the other party parties thereto has duly performed all obligations required in accordance with its terms, except as may be limited by the Enforceability Exceptions. Neither Silicon nor any of its Subsidiaries is, nor, to be performed by it to date under each Company Contract Silicon’s Knowledge, is any other party, in breach, default or violation (and (iii) no event has occurred or condition exists that constitutes not occurred through Silicon’s or any of its Subsidiaries’ action or inaction or, after to Silicon’s Knowledge, through the action or inaction of any third party, that with notice or the lapse of time or both, will constitute, both would constitute a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under violation) of any Company term, condition or provision of any Silicon Contract. There are no disputes pending or, to SellerSilicon’s knowledgeKnowledge, threatened with respect to any Company Silicon Contract and neither Silicon nor any of its Subsidiaries has received any written notice of the intention of any other party to a Silicon Contract to terminate for default, convenience or otherwise any Silicon Contract, nor to Silicon’s Knowledge, is any such party threatening to do so.

Certain Contracts. (a) None Except as set forth in Section 4.13(a) of the Companies Parent Disclosure Schedule, as of the date hereof, neither Parent nor any of their Subsidiaries Parent Subsidiary is a party to or bound by any contractContract, arrangementexcluding any Parent Benefit Plan, commitment that has not expired or understanding been terminated as of the date of this Agreement (whether written such that none of its provisions remains in force or oraleffect, 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 Parent) and that is: (i) that a “material contract” (as such term is material to defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) any Contract that contains a non-compete imposes any material restriction on the right or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies Parent or any of their respective Subsidiaries Parent Subsidiary to engage compete with any other person (or in any line of business, market or geographical area), or which materially prohibits or impairs any business in practice of Parent or any geographic area, Parent Subsidiary; (iii) any Contract with a material customer that expressly obligates any of the Companies Parent or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries Parent Subsidiary to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, ; (iv) with any Contract relating to indebtedness for borrowed money of (or guarantees thereof by) Parent or any of the Parent Subsidiaries having an outstanding or committed principal amount (or a guarantee thereof) in excess of $200,000,000 (other than (A) Trade Credit Agreements and (B) any such indebtedness owed by Parent or any wholly owned Parent Subsidiary to a labor union Parent or guild (including any collective bargaining agreementwholly owned Parent Subsidiary, and guarantees thereof), ; (v) any Contract that pertains provides for the acquisition or disposition of any assets (other than acquisitions or dispositions of inventory or other assets held for sale in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise) or capital stock or other equity interests of any person or any Contract relating to the acquisition or disposition of assets or businesses with any outstanding obligations as of the date of this Agreement, in each case with a material joint venture or material partnership agreement; value in excess of $25,000,000; (vi) that is an indentureany material joint venture, credit agreement, loan agreement, guarantee partnership or limited liability company agreement or other agreement similar material Contract relating to material indebtedness the formation, creation, operation, management or control of any Company joint venture, partnership or limited liability company, other than any such Contract solely between Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries; (vii) any Contract pursuant to which Parent or any of its Subsidiaries, or of any third party for which the Companies or their Parent Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries has an obligation to make an investment in, in or otherwise provide funds to, loan to any personother person (other than in or to any wholly owned Parent Subsidiary), in each case with an aggregate value in excess of $25,000,000, other than Trade Credit Agreements; (viii) any material non-trade Contract that contemplates or involves the payment by or to Parent or any of the Parent Subsidiaries in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of 25,000,000 in the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; aggregate in fiscal year 2020; (ix) any Contract that provides for the indemnification of is a settlement, conciliation or similar agreement with any officer, director Governmental Entity that has or employee of the Companies would reasonably be expected to affect Parent’s operations in any material respect or pursuant to which Parent or any of their the Parent Subsidiaries will have any outstanding obligation after the date of this Agreement with a value in excess of $10,000,000, other than with a Governmental Entity in its capacity as a customer of Parent or any of the Parent Subsidiaries; or ; (x) any Contract that would prevent, materially delay is a material settlement that restricts in any material respect the operations or materially impede conduct of Parent or any of the Companies’ ability to consummate the transactions contemplated by this AgreementParent Subsidiaries; and (xi) any Contract with a Parent Covered Customer or a Parent Covered Supplier. Each contract, arrangement, commitment or understanding Contract of the type described required to be set forth in this Section 3.13(a)4.13(a) of the Parent Disclosure Schedule, whether or not set forth in the Company Parent Disclosure Schedule, is referred to herein as a “Company Parent Contract.”” Parent has made available to the Company true, correct and complete copies of each Parent Contract in effect as of the date hereof, excluding any schedules, annexes, exhibits, work orders, statements of work or other ancillary documents with respect to any such Parent Contracts that are no longer in force or effect or do not contain terms that are, individually or in the aggregate, Material to Parent. (b) (i) Each Company Parent Contract is valid and binding on Parent or one of the applicable Company or its applicable SubsidiaryParent Subsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent, (ii) each Company of Parent and each of its the Parent Subsidiaries and, to Seller’s knowledge, each other party thereto has duly have complied with and performed all obligations required to be complied with or performed by any of them to date under each Parent 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 Parent, (iii) to the knowledge of Parent, each third-party counterparty to each Parent Contract has complied with and performed all obligations required to be complied with and performed by it to date under each Company such Parent Contract, except where such noncompliance or nonperformance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent, (iv) neither Parent nor any Parent Subsidiary has knowledge of, or has received notice of, any violation of any Parent Contract by any of the other parties thereto which would reasonably be expected to be Material to Parent and (iiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation breach or default on the part of the applicable Company Parent or any of its Subsidiaries Parent Subsidiary or, to Seller’s knowledgethe knowledge of Parent, any other party thereto thereto, of or under any such Company Parent Contract. No notice of default , except where such breach or termination has been received under any Company Contract. There are no disputes pending ordefault, either individually or in the aggregate, would not reasonably be expected to Seller’s knowledge, threatened with respect to any Company Contracthave a Material Adverse Effect on Parent.

Certain Contracts. (a) None Except as set forth in Section 3.13(a) of the Companies Seller Disclosure Schedule, as of the date hereof, neither Seller nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ), other than any Seller Benefit Plan: (i) that would be a “material contract” as such term is material to defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC; (ii) that contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of, or the manner of conducting, any line of business in by Seller or any geographic area, or, to the knowledge of Seller, its Subsidiaries or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Surviving Corporation or any of their respective its Subsidiaries to engage in any line of business in any geographic areathat is material to Seller and its Subsidiaries, taken as a whole; (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement); (iv) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Seller or its Subsidiaries, taken as a whole; (v) that pertains to is a material partnership agreement, joint venture or material partnership agreement; other similar contract; (vi) that relates to the acquisition or disposition of any business or operations or, other than in the ordinary course of business, any assets or liabilities (whether by merger, sale of stock, sale of assets, outsourcing or otherwise); (vii) that is an any indenture, credit agreementmortgage, promissory note, loan agreement, guarantee guarantee, sale and leaseback agreement, capitalized lease or other agreement relating to or commitment by Seller or its Subsidiaries for the borrowing of money by Seller or its Subsidiaries or the deferred purchase price of property by Seller or its Subsidiaries (in either case, whether incurred, assumed, guaranteed or secured by any asset) (viii) under which a material indebtedness payment obligation would arise or be accelerated, in each case as a result of the announcement or consummation of this Agreement or the transactions contemplated hereby (either alone or upon the occurrence of any Company additional acts or events); or (ix) that creates future payments or obligations in excess of $25,000 annually or $50,000 over its remaining term and that (A) by its terms does not terminate or is not terminable without penalty or payment upon notice of 30 days or less, or (B) that would be terminable by a person other than Seller or any of its Subsidiaries, but not including any loan agreement or of any third party for similar agreement pursuant to which the Companies or their Subsidiaries Seller Bank is a guarantor or is otherwise liable; lender. (viib) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their 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 the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Seller Disclosure Schedule, is referred to herein as a “Company Seller Contract,” and neither Seller nor any of its Subsidiaries knows of, or has received written, or to Seller’s knowledge, oral notice of, any violation of the above by any of the other parties thereto that would reasonably be likely to be, either individually or in the aggregate, material to Seller and its Subsidiaries taken as a whole.” (bc) In each case, (i) Each Company each Seller Contract is valid and binding on the applicable Company Seller or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, (ii) each Company Seller and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly in all material respects performed all obligations required to be performed by it to date under each Company Contract and Seller Contract, (iii) to Seller’s knowledge, each third-party counterparty to each Seller Contract has in all material respects performed all obligations required to be performed by it to date under such Seller Contract, and (iv) to Seller’s knowledge, 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 the applicable Company Seller or any of its Subsidiaries or, to Seller’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 Seller’s knowledge, threatened with respect to any Company Seller Contract.

Certain Contracts. (aExcept as set forth in the Section 3.1(f) None of the Companies Company Disclosure Schedule, as of the date of this Agreement, neither Company nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material any agreement relating to the Companies incurring of Indebtedness (as defined in this Section 3.1(f)) by Company or any of its Subsidiaries in an amount in excess in the aggregate of $1,000,000, including any such agreement which contains provisions that restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, "INSTRUMENTS OF INDEBTEDNESS"), except in connection with the outstanding trust preferred securities of the Trust Preferred Subsidiaries and their Subsidiaries taken as a wholerelated junior subordinated debentures, advances and lines of credit advances from the Federal Home Loan Bank and securities sold under repurchase agreements, (ii) that contains a nonany "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-compete or client or customer non-solicit requirement or K of the SEC), other provision that restricts than this Agreement and the conduct of, or the manner of conducting, any line of business in any geographic area, or, documents set forth as exhibits to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic areaCompany Filed SEC Documents, (iii) that obligates any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any respect (A) the ability of the Companies Company or any of its Subsidiaries to conduct solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business on an exclusive or preferential basis with any third party or upon of Company and its Subsidiaries or, following consummation of the transactions contemplated hereby will obligate Buyersby this Agreement, the Companies Parent and its Subsidiaries, is or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is materialwould be conducted, (iv) any agreement providing for the indemnification by Company or a Subsidiary of Company of any Person other than Company's engagement letter with KBW (as defined in Section 3.1(s)), customary indemnification provisions in underwriting agreements relating to the offering of securities of Company and the Trust Preferred Subsidiaries and customary agreements relating to the indemnity of directors, officers and employees of Company or to a labor union or guild (including any collective bargaining agreement)its Subsidiaries, (v) that pertains to a material any joint venture or material partnership agreement; , (vi) any agreement that is an indenturegrants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of Company or any of its Subsidiaries to own or operate any business or own, credit agreementoperate, loan agreementsell, guarantee transfer, pledge or other agreement relating to material indebtedness otherwise dispose of any material amount of assets or business, (vii) any contract or agreement providing for any material (individually or in the aggregate) payments that are conditioned, in whole or in part, on a change of control of Company or any of its Subsidiaries, (viii) any collective bargaining agreement, (ix) except as disclosed in the Company SEC Documents, any employment agreement with, or any agreement or arrangement that contains any severance pay or post-employment liabilities or obligations (other than as required by law) to, any employee or former employee of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies Company or any of their its Subsidiaries to make (any such Person, hereinafter, an investment in"EMPLOYEE"), or otherwise provide funds to, (x) any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer agreement regarding any agent bank or other person similar relationships with respect to lines of business, (xi) any material agreement that accounted for 1% contains a "most favored nation" clause or more other term providing preferential pricing or treatment to a third party, (xii) any agreement material to Company pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether Company is the sales of the Companies and their Insurance Subsidiarieslicensee or licensor thereunder, taken as a whole, for the 12 months ended June 30, 2008; (ixxiii) that provides for the indemnification of any officer, director or employee of the Companies material agreements pursuant to which Company or any of their its Subsidiaries leases any real property, (xiv) any contract or agreement material to Company providing for the outsourcing or provision of servicing of customers, technology or product offerings of Company or its Subsidiaries; , or (xxv) that any contract or other agreement not made in the ordinary course of business consistent with past practice which (A) is material to Company or (B) which would prevent, reasonably be expected to materially delay the consummation of the Merger or materially impede the Companies’ ability to consummate any of the transactions contemplated by this Agreement. Each contractagreement, arrangement, commitment or understanding contract and obligation of the type described in this Section 3.13(a)clauses (i) through (xv) above, whether or not set forth in Section 3.1(f) of the Company Disclosure Schedule, is herein referred to as a “Company Contract.” (b) (i) "COMPANY MATERIAL CONTRACT"). Each Company Material Contract is valid and binding on the applicable Company or its applicable Subsidiary(or, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)extent a Subsidiary of Company is a party, such Subsidiary) and, to the knowledge of Company, any other party thereto, and is in full force and effect, (ii) each . Neither Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly 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 breach, violation or default on the part of the applicable Company or nor any of its Subsidiaries or, to Seller’s knowledge, any other party thereto is in breach or default 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 Seller’s knowledge, threatened with respect to any Company Contract.any

Certain Contracts. (a) None of the Companies nor any of their Subsidiaries Except as set forth on Schedule 5.2(m), no FinanceCo Company is a party to any contract or bound agreement in effect on the date hereof with any unaffiliated third party (other than in the case of clauses (ii) and (viii) below, which expressly contemplate agreements among Affiliates) described in the following subsections (i) through (xv): (i) any contract required to be filed by the Company with the SEC as a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC); (ii) any employment, severance, change in control, consulting or similar agreement requiring payment by any FinanceCo Company of base annual compensation in excess of $500,000 or any other agreement with any executive officer or director of the Company; (iii) any written agreement or contract under which any FinanceCo Company has borrowed any money or issued any note, bond, indenture, mortgage, security interest or other evidence of indebtedness of any FinanceCo Company or has directly or indirectly guaranteed indebtedness, liabilities or obligations of others, in each case with an outstanding principal amount in excess of $100,000,000, except for Ordinary Course Finance Agreements; (iv) any material Intellectual Property license or royalty agreement (other than shrink-wrap licenses and off-the-shelf software that is available commercially), whether as licensor or licensee; (v) any contract, arrangementjudgment, commitment order, writ, injunction, decree or understanding award containing (whether written or oralA) (i) that is material a covenant not to the Companies and their Subsidiaries taken as a whole, (ii) that contains a non-compete or client or customer non-solicit requirement or (B) any other provision restriction, in each case that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict materially impairs the ability of Buyers, the FinanceCo Companies or any of their respective Subsidiaries to engage in any line of business or to compete with any Person other than joint venture agreements that prohibit direct competition by any FinanceCo Company with the joint venture and do not materially interfere with the ability of the FinanceCo Companies to conduct their businesses generally; (vi) any collective bargaining agreement; (vii) any joint venture agreement, strategic alliance agreement, partnership agreement, limited liability company agreement, stockholders agreement or voting agreement or other similar co-ownership or joint management agreement involving a sharing of profits, losses, costs or liabilities by any FinanceCo Company with any other Person or relating to any ownership or equity interest of any FinanceCo Company in any geographic areaPerson, in each case that is material to the Business or under which any FinanceCo Company reasonably expects to be required to make payments exceeding $50,000,000 after the date of this Agreement; (iiiviii) that obligates any contract or agreement (including any Benefit Plan) which, as a result of the Companies execution of this Agreement or consummation of the transactions contemplated by this Agreement (whether alone or in connection with a termination of employment occurring within two years following the Closing Date), would result in (A) any payment or benefits (whether of severance pay or otherwise) or increase in any payment or benefit becoming due from the Company or any of its Subsidiaries to conduct business on an exclusive any current or preferential basis with any third party former officer or upon consummation employee of the transactions contemplated hereby will obligate Buyers, the Companies Company or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is materialSubsidiary thereof, (ivB) with the acceleration or to a labor union creation of any rights of any person under any Benefit Plan or guild (including any collective bargaining agreement), (vC) 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 require the funding of any Company Benefit Plan; (ix) any reinsurance agreement with an unaffiliated Person, whether ceded or any of its Subsidiariesassumed, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make representing an investment in, or otherwise provide funds to, any person, in each case in an amount annual premium in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their 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 the Companies or any of their Subsidiaries; or 50,000,000; (x) any material agreement with any insurance agent, broker or producer; (xi) any insurance or reinsurance pooling agreement, including any agreement relating to an assigned risk pool, representing an annual premium in excess of $50,000,000; (xii) the top ten Ordinary Course Finance Agreement programs of the FinanceCo Companies by dollar amount; (xiii) any material Ordinary Course Finance Agreements that would preventare in default in any material respect or otherwise subject to special servicing; (xiv) any other contract or agreement (except for any Ordinary Course Finance Agreement) under which any FinanceCo Company or Companies reasonably expects to receive, materially delay or materially impede to be required to make payments, from the Companies’ ability date of this Agreement to consummate the transactions contemplated by this Agreement. Each contract, arrangement, time the contract agreement terminates totaling more than $250,000,000; and (xv) any outstanding written commitment or understanding to enter into any agreement of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) subsections (i) Each Company Contract is valid through (xiv) of this Section 5.2(m). Seller represents that it has delivered to, or made available for inspection by, Investor true, correct and binding complete copies, or accurate summaries of all material terms, of each written contract or agreement set forth on Schedule 5.2(m) (all such contracts or agreements listed on Schedule 5.2(m), together with any such contracts or agreements entered into after the applicable Company date of this Agreement that would have been listed on Schedule 5.2(m) had such contracts or its applicable Subsidiary, enforceable against it in accordance with its terms (subject agreements been entered into prior to the Bankruptcy and Equity Exceptiondate of this Agreement, collectively, the "Company Contracts"). Each of the FinanceCo Companies has in all material respects performed, or is now performing in all material respects, its obligations under, and is in full force has not and effectto the knowledge of the Company, (ii) each Company none of the other parties thereto have, violated any provision of, or committed or failed to perform any act, and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly 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 would constitute a default under (and would not by the lapse of time or boththe giving of notice be in default), will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No nor has it received notice of default or notice of termination has been received under in respect of, any Company Contract, except to the extent that any such violation, event, condition, nonperformance, noncompliance, default or notice of default would not result in a Material Adverse Effect. There are no disputes pending orEach of the Company Contracts is a valid and binding obligation of one or more of the FinanceCo Companies, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and subject to Seller’s knowledge, threatened with respect to any Company Contractgeneral principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Certain Contracts. (a) None Except for Contracts described in clauses ----------------- (i), (iii), (iv), (v), (vii), (viii), (xiii), (xiv), (xvi), (xvii), (xx), (xxi) and (xxii) that provide for aggregate payments to any Person in any calendar year of less than $100,000, Section 4.12(a) of the Companies nor any Company Disclosure Schedule contains a complete and accurate list of their Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) each of the following Contracts: (i) that is material to the Companies and their Subsidiaries taken as a whole, (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 line of business in any geographic area, or, to the knowledge of Seller, upon consummation Contracts of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies Company or any of its Subsidiaries relating to conduct business on an exclusive indebtedness, liability for borrowed money or preferential basis with any third party or upon consummation the deferred purchase price of property (excluding trade payables in the transactions contemplated hereby will obligate Buyers, the Companies ordinary course of business) or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) 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 contingent liability in respect of any indebtedness or obligation of any Person (other than the endorsement of negotiable instruments for collection in the ordinary course of business); (ii) Contracts that contain restrictions with respect to payment of dividends or any other distribution in respect of the equity of the Company or any of its Subsidiaries; (iii) any letters of credit or similar arrangements relating to the Company or any of its Subsidiaries; (iv) any employment agreements with any employee of the Company or any of its Subsidiaries or other Person on a consulting basis; (v) any management, consulting or advisory agreements, or severance plans or arrangements for any present or former employee of the Company or any of its Subsidiaries; (vi) any non-disclosure agreements and non-compete agreements binding present and former employees of the Company or any of its Subsidiaries; (vii) any agreement under which the Company or any of its Subsidiaries is lessee of or holds or operates any property, real or personal; (viii) any agreement under which the Company or any of its Subsidiaries is lessor of or permits any third party for to hold or operate any property, real or personal; (ix) any agreement relating to the acquisition or divestiture of the capital stock or other equity securities, assets or business of any Person involving the Company or any of its Subsidiaries or pursuant to which or the Company or any of its Subsidiaries has any liability, contingent or otherwise; (x) any powers of attorney granted by or on behalf of the Company or any of its Subsidiaries; (xi) any agreement, other than agreements entered into in the ordinary course of the Company's or any of its Subsidiaries' business consistent with past practice, which prevents the Company or any of its Subsidiaries from disclosing confidential information; (xii) any agreement which in any way purports to prohibit the Company or any of its Subsidiaries from freely engaging in business anywhere in the world or competing with any other Person; (xiii) any sales distribution agreements, franchise agreements and advertising agreements relating to the Company or any of its Subsidiaries; (xiv) any warranty, guaranty or other similar undertaking with respect to a contractual performance extended by the Company or any of its Subsidiaries; (xv) any agreement pursuant to which the Companies Company or any of its Subsidiaries has agreed to defend, indemnify or hold harmless any other Person, other than Company Tower Leases; (xvi) any agreement pursuant to which the Company or any of its Subsidiaries has agreed to settle any liability for Taxes; (xvii) any agreement pursuant to which the Company has agreed to shift or allocate the liability of the Company, any of its Subsidiaries or any other Person for Taxes; (xviii) any agreement pursuant to which the Company may be required to file a registration statement under the Securities Act with respect to any securities issued by the Company; and (xix) any joint venture agreement or partnership agreement; (xx) any requirements or output contracts; (xxi) any vendor agreements; (xxii) any construction contracts or construction management contracts; (xxiii) any agreement between the Company or any of its Subsidiaries and any of their respective stockholders; and (xxiv) any other agreement to which the Company or any of its Subsidiaries is a guarantor party or is otherwise liable; (vii) that requires by which the Companies Company or any of their its Subsidiaries is bound and which is material to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies Company and their Insurance Subsidiaries, its Subsidiaries taken as a whole. (b) Except as set forth in Section 4.12(b) of the Company Disclosure Schedule, for with respect to each Company Contract (as defined below): (i) the 12 months ended June 30, 2008Company Contract is in full force and effect and is valid and enforceable in accordance with its terms; (ixii) that provides for neither the indemnification Company nor any of any officerits Subsidiaries is in breach or default thereof, director or employee of nor has the Companies Company or any of their Subsidiariesits Subsidiaries received notice that it is in breach of or default thereof; (iii) to the knowledge of the Company, no event has occurred which, with notice, or lapse of time or both, would constitute a breach or default thereof by the Company or any of its Subsidiaries or by any other party thereto; (xiv) to the knowledge of the Company, no event has occurred that would preventpermit termination, materially delay modification, or materially impede acceleration thereof by any other party thereto; and (v) neither the Companies’ ability Company nor any of its Subsidiaries nor, to consummate the transactions contemplated by knowledge of the Company, any other party thereto has repudiated or acted in a manner inconsistent with any provision thereof. Neither the Company nor any of its Subsidiaries is a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed on Section 4.12(a) of the Company Disclosure Schedule under the terms of this Agreement. Section 4.12. (c) Except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement or as disclosed in Section 4.12(c) of the Company Disclosure Schedule, no "Event of Default" (as defined in the Company Indenture and the Company Credit Facility, respectively) has occurred and is continuing under either of the Company Indenture or the Company Credit Facility and neither the Company nor any of its Subsidiaries has previously received a waiver of any Event of Default (as defined in the Company Indenture and the Company Credit Facility, respectively) under the Company Indenture or the Company Credit Facility. (d) Each contract, arrangement, commitment or understanding of the any type or form required to be described in this Section 3.13(a4.12(a), whether or not set forth in Section 4.12(a) of the Company Disclosure Schedule, is referred to herein as a “Company Contract.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly 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 breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’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 Seller’s knowledge, threatened with respect to any Company Contract."

Certain Contracts. (a) None Except as set forth in Section 5.12(a) of the Companies Company Disclosure Schedule, as of the date hereof, neither the Company nor any of their Subsidiaries Company Subsidiary is a party to or bound by any contractContract, arrangementexcluding any Company Benefit Plan, commitment that has not expired or understanding been terminated as of the date of this Agreement (whether written such that none of its provisions remains in force or oraleffect, 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 the Company) and that is: (i) that a “material contract” (as such term is material to defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) any Contract that contains a non-compete imposes any material restriction on the right or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation ability of the transactions contemplated hereby could restrict the ability of Buyers, the Companies Company or any of their respective Subsidiaries Company Subsidiary to engage compete with any other person (or in any line of business, market or geographical area), or which materially prohibits or impairs any business in practice of the Company or any geographic area, Company Subsidiary; (iii) any Contract with a material customer that expressly obligates any of the Companies Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries Company Subsidiary to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, ; (iv) 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 Contract relating to material indebtedness for borrowed money of any (or guarantees thereof by) the Company or any of its the Company Subsidiaries having an outstanding or committed principal amount (or a guarantee thereof) in excess of $200,000,000 (other than (A) Trade Credit Agreements and (B) any such indebtedness owed by the Company or any wholly owned Company Subsidiary to the Company or any wholly owned Company Subsidiary, and guarantees thereof); (v) any Contract (A) granting to the Company or any of the Company Subsidiaries rights to any Intellectual Property owned by a third party that are Material to the Company, excluding (x) Contracts for commercially available software and (y) “shrink wrap,” “click through” or other standard term licenses to commercially available software; (B) granting to a third party rights to any Intellectual Property owned by the Company or any of the Company Subsidiaries that are Material to the Company, excluding any non-exclusive licenses entered into in the ordinary course of business; or (C) restricting the Company’s or any of the Company Subsidiaries’ rights to use, practice, or enforce any Company Intellectual Property that is Material to the Company; (vi) any Contract that provides for the acquisition or disposition of any third party assets (other than acquisitions or dispositions of inventory or other assets held for which sale in the Companies ordinary course of business) or their Subsidiaries is business (whether by merger, sale of stock, sale of assets or otherwise) or capital stock or other equity interests of any person or any Contract relating to the acquisition or disposition of assets or businesses with any outstanding obligations as of the date of this Agreement, in each case with a guarantor or is otherwise liable; value in excess of $25,000,000; (vii) that requires any material joint venture, partnership or limited liability company agreement or other similar material Contract relating to the Companies formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries; (viii) any Contract pursuant to which the Company or any of their the Company Subsidiaries has an obligation to make an investment in, in or otherwise provide funds to, loan to any personother person (other than in or to any wholly owned Company Subsidiary), in each case with an aggregate value in excess of $25,000,000, other than Trade Credit Agreements; (ix) any material non-trade Contract that contemplates or involves the payment by or to the Company or any of the Company subsidiaries in an amount in excess of $1 million; 25,000,000 in the aggregate in fiscal year 2021; (viiix) any Contract that is a settlement, conciliation or similar agreement with an agency, broker, insurer any Governmental Entity that has or other person that accounted for 1% would reasonably be expected to affect the Company’s operations in any material respect or more of pursuant to which the sales of the Companies and their 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 the Companies Company or any of their the Company Subsidiaries will have any outstanding obligation after the date of this Agreement with a value in excess of $10,000,000, other than with a Governmental Entity in its capacity as a customer of the Company or any of the Company Subsidiaries; (xi) any Contract that is a material settlement that restricts in any material respect the operations or conduct of the Company or any of the Company Subsidiaries; and (xii) any Contract with a Company Covered Customer or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreementa Company Covered Supplier. Each contract, arrangement, commitment or understanding Contract of the type described required to be set forth in this Section 3.13(a)5.12(a) of the Company Disclosure Schedule, whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Contract.”” The Company has made available to Parent true, correct and complete copies of each Company Contract in effect as of the date hereof, excluding any schedules, annexes, exhibits, work orders, statements of work or other ancillary documents with respect to any such Company Contracts that are no longer in force or effect or do not contain terms that are, individually or in the aggregate, Material to the Company. (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiaryone of the Company Subsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, (ii) each of the Company and each of its the Company Subsidiaries and, to Seller’s knowledge, each other party thereto has duly have complied with and performed all obligations required to be complied with or performed by any of them to date under each Company 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 the Company, (iii) to the knowledge of the Company, each third-party counterparty to each Company Contract has complied with and performed all obligations required to be complied with and performed by it to date under each such Company 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 the Company, (iv) neither the Company nor any Company Subsidiary has knowledge of, or has received notice of, any violation of any Company Contract by any of the other parties thereto which would reasonably be expected to be Material to the Company and (iiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation breach or default on the part of the applicable Company or any of its Subsidiaries Company Subsidiary or, to Seller’s knowledgethe knowledge of the Company, any other party thereto thereto, of or under any such Company Contract. No notice of default , except where such breach or termination has been received under any Company Contract. There are no disputes pending ordefault, either individually or in the aggregate, would not reasonably be expected to Seller’s knowledge, threatened with respect to any Company Contracthave a Material Adverse Effect on Parent.

Certain Contracts. (a) None Except as set forth in Section 3.13(a) of the Companies FNCB Disclosure Schedule, as of the date hereof, neither FNCB nor any of their its Subsidiaries is a party to or bound by any contract, agreement, arrangement, commitment or understanding (whether written or oral) ): (i) that is material with respect to the Companies and their Subsidiaries taken as 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 sixty (60) or fewer days’ notice by FNCB or a whole, Subsidiary without the payment of severance; (ii) that, upon the execution or delivery of this Agreement, the FNCB shareholder approval of this Agreement as contemplated hereby 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 cash payment (whether of severance pay or otherwise) becoming due from PFIS, FNCB, 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 promulgated by the SEC), and, notwithstanding Section 3.13(a) of the FNCB Disclosure Schedule, there is no such material contract other than those documents, agreements or arrangements filed with the FNCB Reports pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC; (iv) that contains a non-compete or client or customer non-solicit requirement (which for the avoidance of doubt shall not include any employee non-solicit requirement) or any other provision that materially restricts the conduct of, or the manner of conducting, any line of business in by FNCB or any geographic area, or, to the knowledge of Seller, its affiliates or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Surviving Corporation or any of their respective Subsidiaries its affiliates to engage in any line of business in any geographic area, business; (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (ivv) 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 indentureexcept as required pursuant to Section 1.6, credit agreementany of the benefits of which (including any stock option plan, loan agreementstock appreciation rights plan, guarantee restricted stock plan or other agreement relating to material indebtedness 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 approval of this Agreement or the consummation of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their 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 the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate 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 for borrowed money by FNCB or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Banks and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $250,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of FNCB or its Subsidiaries; (ix) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $150,000 per annum (other than any such contracts which are terminable by FNCB 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 (x) that involves aggregate payments or receipts by or to FNCB or any of its Subsidiaries in excess of $150,000 in any twelve-month period, other than those terminable on sixty (60) days or less notice without payment by FNCB or any Subsidiary of FNCB of any material penalty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), ) whether or not set forth in the Company FNCB Disclosure Schedule, is referred to herein as a “Company FNCB Contract”, and neither FNCB nor any of its Subsidiaries has received notice of, any material violation of any FNCB Contract by any of the parties thereto.” (b) FNCB has made available to PFIS a true, correct and complete copy of each written FNCB Contract and each written amendment to any FNCB Contract. Section 3.13(b) of the FNCB Disclosure Schedule sets forth a true, correct and complete description of any oral FNCB Contract and any oral amendment to any FNCB Contract. (ic) Each Company FNCB Contract is valid and binding on the applicable Company FNCB or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on FNCB. Each FNCB Contract is enforceable against FNCB or the applicable Subsidiary and, to the knowledge of FNCB, the counterparty thereto (ii) each Company except as may be limited by the Enforceability Exceptions). FNCB and each of its Subsidiaries and, has in all material respects performed all material obligations required to Seller’s knowledgebe performed by it under each FNCB Contract. To the knowledge of FNCB, each other third-party thereto counterparty to each FNCB Contract has duly in all material respects performed all obligations required to be performed by it to date under each Company Contract such FNCB Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company FNCB or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company FNCB Contract. No Neither FNCB nor any Subsidiary of FNCB has received or delivered any notice of default cancellation or termination has been received under of any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company FNCB Contract.

Certain Contracts. (a) None Except as set forth in Section 3.13(a) of the Companies ▇▇▇▇▇▇▇▇ Disclosure Schedule, as of the date hereof, neither ▇▇▇▇▇▇▇▇ nor any of their Subsidiaries ▇▇▇▇▇▇▇▇ Subsidiary is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (each, a “Contract”), including any ▇▇▇▇▇▇▇▇ Lease but excluding any ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇) and: (i) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Companies and their Subsidiaries taken as a whole, SEC); (ii) that contains a non-compete or client client, employee or customer non-solicit requirement or any other provision provision, in each case that materially restricts the conduct of, or the manner of conducting, any line of business in by ▇▇▇▇▇▇▇▇ or any geographic area, or, to of the knowledge of Seller, ▇▇▇▇▇▇▇▇ Subsidiaries or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Combined Company or any of their respective Subsidiaries its affiliates to engage in any line of business or in any geographic area, region; (iii) that is material and obligates any of the Companies ▇▇▇▇▇▇▇▇ or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries ▇▇▇▇▇▇▇▇ Subsidiary to conduct business with any third party on an a preferential or exclusive basis or preferential basis, in any case of the preceding which is material, contains material “most favored nation” or similar provisions; (iv) 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; (viA) that is an indenture, credit agreement, loan agreement, guarantee security agreement, guarantee, note, mortgage or other agreement relating or commitment that provides for or relates to material any indebtedness of ▇▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇▇ Subsidiary of, or any similar commitment by ▇▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇▇ Subsidiary with respect to, the obligations, liabilities or indebtedness of any Company or any other person of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; nature described in clause (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any personA), in the case of each case of clauses (A) and (B), in an the principal amount in excess of $1 million; 25,000,000 or more, other than any ▇▇▇▇▇▇▇▇ Lease; (viiiv) that is with an agencyany manufacturer, brokervendor, insurer lessor or other person that accounted supplier with respect to which manufacturer, vendor, lessor or other supplier the aggregate annual spend for 1% or more of the sales of year ended September 30, 2019 exceeded $25,000,000 for ▇▇▇▇▇▇▇▇ and the Companies and their Insurance ▇▇▇▇▇▇▇▇ Subsidiaries, taken as a whole, pursuant to which ▇▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Subsidiaries purchase or lease from such manufacturer, vendor, lessor, or other supplier (but 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 12 months year ended June September 30, 2008; 2019 exceeded $25,000,000 for ▇▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Subsidiaries, taken as a whole, pursuant to which such customer purchases products and services from ▇▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Subsidiaries (excluding ordinary course ordering documents, quotes, purchase orders, and similar documents); (vii) that grants any right of first refusal, right of first offer, or right of first negotiation with respect to any material assets, rights or properties of ▇▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇▇ Subsidiaries; (viii) that is a consulting agreement involving the payment of more than $5,000,000 per annum (other than any such Contracts which are terminable by ▇▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇▇ Subsidiary on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice); (ix) that provides for the indemnification of any officer, director or employee of the Companies pursuant to which ▇▇▇▇▇▇▇▇ or any of their Subsidiaries; ▇▇▇▇▇▇▇▇ Subsidiary receives from any third party a license or similar right to any Intellectual Property that is material to ▇▇▇▇▇▇▇▇, other than those that are received pursuant to Non-Scheduled Contracts; (x) that would preventis a settlement, materially delay consent or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contractsimilar agreement and contains any material continuing obligations of ▇▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇▇ Subsidiary, arrangement, commitment including without limitation any express patent license granted in settlement of any assertion or understanding allegation of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.”patent infringement; (bxi) (i) Each Company Contract that is valid and binding on the applicable Company a material joint venture, partnership or its applicable Subsidiary, enforceable against it in accordance with its terms (subject limited liability company agreement or other similar contract relating to the Bankruptcy and Equity Exception)formation, and is in full force and effectcreation, (ii) each Company and each operation, management or control of its Subsidiaries andany joint venture, to Seller’s knowledgepartnership or limited liability company, each other party thereto has duly 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 breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under than any such Company Contract. No notice contract solely between ▇▇▇▇▇▇▇▇ and its wholly owned Subsidiaries or among ▇▇▇▇▇▇▇▇’▇ wholly owned Subsidiaries; (xii) that relates to the acquisition or disposition of default any person, business or termination has been received asset and under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contractwhich ▇▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇▇ Subsidiaries have or may have a material obligation or liability.

Certain Contracts. (aExcept as set forth in the Section 3.1(f) None of the Companies Company Disclosure Schedule, as of the date of this Agreement, neither Company nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material any agreement relating to the Companies incurring of Indebtedness (as defined in this Section 3.1(f)) by Company or any of its Subsidiaries in an amount in excess in the aggregate of $1,000,000, including any such agreement which contains provisions that restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, “Instruments of Indebtedness”), except in connection with the outstanding trust preferred securities of the Trust Preferred Subsidiaries and their Subsidiaries taken as a wholerelated junior subordinated debentures, advances and lines of credit advances from the Federal Home Loan Bank and securities sold under repurchase agreements, (ii) that contains a nonany “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-compete or client or customer non-solicit requirement or K of the SEC), other provision that restricts than this Agreement and the conduct of, or the manner of conducting, any line of business in any geographic area, or, documents set forth as exhibits to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic areaCompany Filed SEC Documents, (iii) that obligates any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any respect (A) the ability of the Companies Company or any of its Subsidiaries to conduct solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business on an exclusive or preferential basis with any third party or upon of Company and its Subsidiaries or, following consummation of the transactions contemplated hereby will obligate Buyersby this Agreement, the Companies Parent and its Subsidiaries, is or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is materialwould be conducted, (iv) any agreement providing for the indemnification by Company or a Subsidiary of Company of any Person other than Company’s engagement letter with KBW (as defined in Section 3.1(s)), customary indemnification provisions in underwriting agreements relating to the offering of securities of Company and the Trust Preferred Subsidiaries and customary agreements relating to the indemnity of directors, officers and employees of Company or to a labor union or guild (including any collective bargaining agreement)its Subsidiaries, (v) that pertains to a material any joint venture or material partnership agreement; , (vi) any agreement that is an indenturegrants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of Company or any of its Subsidiaries to own or operate any business or own, credit agreementoperate, loan agreementsell, guarantee transfer, pledge or other agreement relating to material indebtedness otherwise dispose of any material amount of assets or business, (vii) any contract or agreement providing for any material (individually or in the aggregate) payments that are conditioned, in whole or in part, on a change of control of Company or any of its Subsidiaries, (viii) any collective bargaining agreement, (ix) except as disclosed in the Company SEC Documents, any employment agreement with, or any agreement or arrangement that contains any severance pay or post-employment liabilities or obligations (other than as required by law) to, any employee or former employee of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies Company or any of their its Subsidiaries to make (any such Person, hereinafter, an investment in“Employee”), or otherwise provide funds to, (x) any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer agreement regarding any agent bank or other person similar relationships with respect to lines of business, (xi) any material agreement that accounted for 1% contains a “most favored nation” clause or more other term providing preferential pricing or treatment to a third party, (xii) any agreement material to Company pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether Company is the sales of the Companies and their Insurance Subsidiarieslicensee or licensor thereunder, taken as a whole, for the 12 months ended June 30, 2008; (ixxiii) that provides for the indemnification of any officer, director or employee of the Companies material agreements pursuant to which Company or any of their its Subsidiaries leases any real property, (xiv) any contract or agreement material to Company providing for the outsourcing or provision of servicing of customers, technology or product offerings of Company or its Subsidiaries; , or (xxv) that any contract or other agreement not made in the ordinary course of business consistent with past practice which (A) is material to Company or (B) which would prevent, reasonably be expected to materially delay the consummation of the Merger or materially impede the Companies’ ability to consummate any of the transactions contemplated by this Agreement. Each contractagreement, arrangement, commitment or understanding contract and obligation of the type described in this Section 3.13(a)clauses (i) through (xv) above, whether or not set forth in Section 3.1(f) of the Company Disclosure Schedule, is herein referred to as a “Company Material Contract.” (b) (i) ). Each Company Material Contract is valid and binding on the applicable Company or its applicable Subsidiary(or, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)extent a Subsidiary of Company is a party, such Subsidiary) and, to the knowledge of Company, any other party thereto, and is in full force and effect, (ii) each . Neither Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly 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 breach, violation or default on the part of the applicable Company or nor any of its Subsidiaries or, to Seller’s knowledge, any other party thereto is in breach or default 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 Seller’s knowledge, threatened with respect to any Company Contract.any

Certain Contracts. (aExcept as set forth in the Section 3.1(f) None of the Companies Company Disclosure Schedule, as of the date of this Agreement, neither Company nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material any agreement relating to the Companies incurring of Indebtedness (as defined in this Section 3.1(f)) by Company or any of its Subsidiaries in an amount in excess in the aggregate of $1,000,000, including any such agreement which contains provisions that restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, “Instruments of Indebtedness”), except in connection with the outstanding trust preferred securities of the Trust Preferred Subsidiaries and their Subsidiaries taken as a wholerelated junior subordinated debentures, advances and lines of credit advances from the Federal Home Loan Bank and securities sold under repurchase agreements, (ii) that contains a nonany “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-compete or client or customer non-solicit requirement or K of the SEC), other provision that restricts than this Agreement and the conduct of, or the manner of conducting, any line of business in any geographic area, or, documents set forth as exhibits to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic areaCompany Filed SEC Documents, (iii) that obligates any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any respect (A) the ability of the Companies Company or any of its Subsidiaries to conduct solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business on an exclusive or preferential basis with any third party or upon of Company and its Subsidiaries or, following consummation of the transactions contemplated hereby will obligate Buyersby this Agreement, the Companies Parent and its Subsidiaries, is or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is materialwould be conducted, (iv) any agreement providing for the indemnification by Company or a Subsidiary of Company of any Person other than Company’s engagement letter with KBW (as defined in Section 3.1(s)), customary indemnification provisions in underwriting agreements relating to the offering of securities of Company and the Trust Preferred Subsidiaries and customary agreements relating to the indemnity of directors, officers and employees of Company or to a labor union or guild (including any collective bargaining agreement)its Subsidiaries, (v) that pertains to a material any joint venture or material partnership agreement; , (vi) any agreement that is an indenturegrants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of Company or any of its Subsidiaries to own or operate any business or own, credit agreementoperate, loan agreementsell, guarantee transfer, pledge or other agreement relating to material indebtedness otherwise dispose of any material amount of assets or business, (vii) any contract or agreement providing for any material (individually or in the aggregate) payments that are conditioned, in whole or in part, on a change of control of Company or any of its Subsidiaries, (viii) any collective bargaining agreement, (ix) except as disclosed in the Company SEC Documents, any employment agreement with, or any agreement or arrangement that contains any severance pay or post-employment liabilities or obligations (other than as required by law) to, any employee or former employee of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies Company or any of their its Subsidiaries to make (any such Person, hereinafter, an investment in“Employee”), or otherwise provide funds to, (x) any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer agreement regarding any agent bank or other person similar relationships with respect to lines of business, (xi) any material agreement that accounted for 1% contains a “most favored nation” clause or more other term providing preferential pricing or treatment to a third party, (xii) any agreement material to Company pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property, whether Company is the sales of the Companies and their Insurance Subsidiarieslicensee or licensor thereunder, taken as a whole, for the 12 months ended June 30, 2008; (ixxiii) that provides for the indemnification of any officer, director or employee of the Companies material agreements pursuant to which Company or any of their its Subsidiaries leases any real property, (xiv) any contract or agreement material to Company providing for the outsourcing or provision of servicing of customers, technology or product offerings of Company or its Subsidiaries; , or (xxv) that any contract or oth er agreement not made in the ordinary course of business consistent with past practice which (A) is material to Company or (B) which would prevent, reasonably be expected to materially delay the consummation of the Merger or materially impede the Companies’ ability to consummate any of the transactions contemplated by this Agreement. Each contractagreement, arrangement, commitment or understanding contract and obligation of the type described in this Section 3.13(a)clauses (i) through (xv) above, whether or not set forth in Section 3.1(f) of the Company Disclosure Schedule, is herein referred to as a “Company Material Contract.” (b) (i) ). Each Company Material Contract is valid and binding on the applicable Company or its applicable Subsidiary(or, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)extent a Subsidiary of Company is a party, such Subsidiary) and, to the knowledge of Company, any other party thereto, and is in full force and effect. Neither Company nor any of its Subsidiaries is in breach or default under any Company 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 Company. As of the date hereof, neither Company nor any Subsidiary of Company has knowledge of any violation or default under, or 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 except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Company. Prior to the date hereof, Company has made available to Newco true and complete copies of all Company Material Contracts, except for any Company Material Contracts set forth as Item 10 exhibits to the Company Filed SEC Documents; provided, however, that if any such exhibit has been redacted or is otherwise incomplete, Company has made available true and correct copies of the underlying agreement pertaining to such exhibit. There are no provisions in any Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. For purposes of this Agreement, “Indebtedness” of a Person shall mean (i) all obligations of such Person for borrowed money, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed of such Person evidenced by it to date under each Company Contract bonds, debentures, notes and similar instruments, (iii) no event or condition exists that constitutes orall leases of such Person capitalized in accordance with GAAP, after notice or lapse and (iv) all obligations of time or bothsuch Person under sale-and-lease back transactions, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, agreements to Seller’s knowledge, any repurchase securities sold and 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 Seller’s knowledge, threatened with respect to any Company Contractsimilar financing transactions.

Certain Contracts. (a) None Except as set forth in Section 3.13 of the Companies Company Disclosure Schedule, neither Company nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) ): (i) that is material with respect to the Companies and their Subsidiaries taken as a wholeemployment of any directors, Executive Officers, employees or consultants, other than in the ordinary course of business consistent with past practice; (ii) which, upon execution of this Agreement or consummation or shareholder approval of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due from Parent, Company, the Surviving Company, or any of their respective Subsidiaries to any Executive Officer or employee of Company or any of its Subsidiaries; (iii) that contains is a non“material contract” (as such term is defined in Item 601(b)(10) of Regulation S-compete or client or customer non-solicit requirement or other provision K of the SEC) to be performed after the date of this Agreement that has not been filed in the Company SEC Reports filed prior to the date hereof; (iv) that materially restricts the conduct of, or the manner of conducting, any line of business in by Company or any geographic area, of its Subsidiaries or, to the knowledge of SellerCompany, upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of BuyersParent, the Companies Surviving Company or any of their respective Subsidiaries to engage in any line of business in any geographic area, business; (iiiv) that obligates any of the Companies Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby Merger will obligate BuyersParent, the Companies Surviving Company or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) 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; or (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any requires Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, repurchase or otherwise provide funds to, any person, in each case in an amount in excess indemnify another Person with respect to a material portion of $1 million; Previously Disposed of Loans. (viiib) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their 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 the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a an “Company Contract.” (bc) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to SellerCompany’s knowledge, each other party thereto has duly 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 breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to SellerCompany’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 SellerCompany’s knowledge, threatened with respect to any Company Contract.

Certain Contracts. (a) None TURN has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MLC of, all Contracts (including any amendments, modifications or supplements, thereto, collectively, the “TURN Material Contracts”) to which, as of the Companies nor date hereof, TURN or any of their its Subsidiaries is a party to party, or bound by any contractwhich binds their respective assets or properties, arrangement, commitment or understanding (whether written or oral) with respect to: (i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K; (ii) any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of TURN or any of its Subsidiaries is outstanding or may be incurred, or any guarantee by TURN or any of its Subsidiaries of any Indebtedness; (iii) any Contract that creates future payment obligations in excess of $100,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of TURN or its Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to TURN and its Subsidiaries, taken as a whole); (iv) except with respect to investments set forth in the TURN SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to TURN and its Subsidiaries, taken as a whole; (v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the Companies manner in which, or the localities in which, any material business of TURN and their Subsidiaries its Subsidiaries, taken as a whole, is or could be conducted or the types of business that TURN and its Subsidiaries conducts or may conduct; (iivi) any Contract (A) relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) as to which there are any material ongoing obligations other than Contracts entered into in the ordinary course of business with respect to investments set forth in the TURN SEC Reports, or (B) that contains gives any Person the right to acquire any assets of TURN or any of its Subsidiaries (excluding ordinary course commitments to purchase goods, products or services) after the date hereof; (vii) any Contract that obligates TURN or any of its Subsidiaries to conduct any business that is material to TURN and its Subsidiaries, taken as a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct ofwhole, on an exclusive basis with any third party, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of BuyersMergers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies will obligate MLC or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third third-party on an exclusive or preferential basis, in ; (viii) any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) Contract 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 any Company obligates TURN or any of its Subsidiaries, Subsidiaries to indemnify or hold harmless any past or present director or officer of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies TURN or any of their its Subsidiaries to make an investment in(other than the TURN Charter, the TURN Bylaws or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales organizational or governing documents of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; any Subsidiaries of TURN); (ix) any TURN IPR Agreement, provided that provides the following are excluded from the foregoing scheduling requirements: (A) agreements in respect of Commercially Available Software are excluded from the scheduling requirement for the indemnification of any officer, director or employee of the Companies TURN In-Bound Licenses; and (B) non-exclusive licenses granted by TURN or any of their Subsidiariesits Subsidiaries in the ordinary course of business are excluded from the scheduling requirement for TURN Out-Bound Licenses; and (C) provided that TURN has produced to MLC a copy of each such current and historical standard form of agreement, each standard agreement executed by a TURN Personnel assigning to TURN or its Subsidiary all Intellectual Property Rights developed by such Person within the scope of such Person’s employment or engagement with TURN or its Subsidiary is excluded from the scheduling requirement for TURN Development Agreements; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as any Contract with a “Company ContractGovernmental Entity.” (b) Each TURN Material Contract is (i) Each Company Contract is valid and binding on the applicable Company TURN or its applicable SubsidiarySubsidiary and, to the Knowledge of TURN, each other party thereto, (ii) enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (iii) is in full force and effecteffect other than in each case as would not, (ii) each Company and each individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to TURN. Neither TURN nor any of its Subsidiaries andnor, to Seller’s knowledgethe Knowledge of TURN, each any other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and thereto, is in material breach of any provisions of or in default (iii) no event or condition exists that constitutes or, after with the giving of notice or lapse of time or both, will constitutewould be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a breachright of termination or acceleration under, violation any TURN Material Contract other than as would not, individually or default on in the part of the applicable Company aggregate, reasonably be expected to have a Material Adverse Effect with respect to TURN. No event has occurred with respect to TURN or any of its Subsidiaries orthat, to Seller’s knowledgewith or without the giving of notice, any other party thereto the lapse of time or both, would constitute a breach or default under any such Company Contract. No notice of default TURN Material Contract other than as would not, individually or termination has been received under any Company Contract. There are no disputes pending orin the aggregate, reasonably be expected to Seller’s knowledgebe material to TURN and its Subsidiaries, threatened with respect to any Company Contracttaken as a whole.

Certain Contracts. (a) None Except as set forth in Section 3.11(a) of the Companies Company Disclosure Letter or as disclosed in any Company SEC Documents, as of the date hereof, neither the Company nor any of their its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding Contract (whether written or oralexcluding any Company Benefit Plan) that: (i) that is a “material to contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Companies and their Subsidiaries taken as a whole, Securities Act); (ii) that contains a non-compete or client compete, exclusivity, “most favored nations” or customer non-solicit requirement or other provision provision, in each case, that materially restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to by the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies Company or any of their respective its Subsidiaries to engage in any line of business or in any geographic area, region; (iii) that obligates any provides for the incurrence of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) 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 any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case borrowed money in an amount in excess of $1 million; 5,000,000 by the Company or any of its Subsidiaries (viiiincluding each Existing Company Facility) or any guarantee of such indebtedness of another Person; (iv) grants any material right of first refusal, right of first offer or similar right with respect to any assets, rights or properties that is with an agency, broker, insurer or other person that accounted for 1% or more of are material to the sales of the Companies Company and their Insurance its Subsidiaries, taken as a whole; (v) is with the fifteen (15) largest vendors (other than legal, for accounting and tax providers) of the 12 Company and its Subsidiaries on a consolidated basis (as measured by amounts paid or payable in the last twelve (12) months ended June 30prior to the date of this Agreement) , 2008; other than any such Contracts which are terminable by Company or any of its Subsidiaries on ninety (90) days or less notice without any required payment or ongoing obligations (other than the payment of any outstanding payment obligation at the time of termination)); (vi) creates future payment obligations in excess of $2,500,000; (vii) is a settlement, consent decree or other similar agreement related to settlement of a legal dispute or regulatory matter and contains any material ongoing obligations of the Company or any of its Subsidiaries (monetary or otherwise); (viii) relates to the acquisition or disposition of any Person, business or asset and under which the Company or its Subsidiaries have or may have material ongoing obligations or liabilities (including earn-out or indemnity obligations), other than sales (on a servicing released or servicing retained basis) or securitizations of Mortgage Loans in the ordinary course; (ix) relates to any (A) joint venture, partnership, or other similar agreement or arrangement, or (B) debt or equity investment in a third party for more than $5,000,000; (x) grants or receives the right to use, practice or otherwise exploit any Intellectual Property, other than (A) non-exclusive in-licenses to commercially available software or IT Assets that provides have been granted on standardized, generally available terms or (B) non-exclusive out-licenses to customers or vendors in the ordinary course of business that are implied by or incidental to the sale of goods or services purchased by the applicable customer or the services provided by the applicable vendor; (xi) is with any Related Party (other than any employment agreement); (xii) limits or restricts the ability of the Company or any of its Subsidiaries to declare or pay dividends or make distributions in respect of their capital stock or other equity interests; or (xiii) is a Contract the purpose of which is to provide for the indemnification of any officer, officer or director or employee of the Companies Company or any of their its Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a3.11(a), whether or not set forth in the Company Disclosure ScheduleLetter, is referred to herein as a “Company Material Contract.”” Unless disclosed in its entirety in any Company SEC Documents, the Company has made available to Parent true, correct and complete copies of each Material Contract in effect as of the date hereof, including any material amendments thereto. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) Each Company each Material Contract is valid and binding on the applicable Company or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, (ii) each the Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly 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 Material Contract, (iii) to the knowledge of the Company, each third-party counterparty to each Material Contract has in all material respects complied with and performed all obligations required to be complied with and performed by it to date under each such Material Contract, (iv) neither the Company Contract nor any of its Subsidiaries nor, to the knowledge of the Company, any third-party is in breach or default, or has received notice of, any violation of any Material Contract, and (iiiv) no event or condition exists that which constitutes or, after notice or lapse of time or both, will would constitute, a breach, violation breach or default on by the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledgethe knowledge of the Company, any other party thereto thereto, of or under any such Company Material Contract. No notice As of default the date of this Agreement, no counterparty to a Material Contract has notified the Company or termination has been received under any Company Contract. There are no disputes pending its Subsidiaries in writing (or, to Seller’s knowledgethe knowledge of the Company, threatened with respect otherwise) of an intent to terminate or not renew any Company Contractsuch Material Contract or of any material disputes or claims thereunder.

Certain Contracts. (a) None Except as set forth in Section 4.13(a) of the Companies PFIS Disclosure Schedule, as of the date hereof, neither PFIS nor any of their its Subsidiaries is a party to or bound by any contract, agreement, arrangement, commitment or understanding (whether written or oral) ): (i) that is material with respect to the Companies and their Subsidiaries taken as 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 sixty (60) or fewer days’ notice by PFIS or a whole, Subsidiary without the payment of severance; (ii) that, upon the execution or delivery of this Agreement, 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 cash payment (whether of severance pay or otherwise) becoming due from FNCB, PFIS, 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 promulgated by the SEC), and, notwithstanding Section 4.13(a) of the PFIS Disclosure Schedule, there is no such material contract other than those documents, agreements or arrangements filed with the PFIS Reports pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC; (iv) that contains a non-compete or client or customer non-solicit requirement or any other provision that materially restricts the conduct of, or the manner of conducting, any line of business in by PFIS or any geographic area, or, to the knowledge of Seller, its affiliates or upon consummation of the transactions contemplated hereby could Merger will materially restrict the ability of Buyers, the Companies Surviving Corporation or any of their respective Subsidiaries its affiliates to engage in any line of business in any geographic area, business; (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (ivv) 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 indentureany of the benefits of which (including any stock option plan, credit agreementstock appreciation rights plan, loan agreementrestricted stock plan or stock purchase plan) will be increased, guarantee or other agreement relating to material indebtedness the vesting of the benefits of which will be accelerated, by the occurrence of the execution and delivery of this Agreement, shareholder approval of this Agreement or the consummation of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their 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 the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate 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 for borrowed money by PFIS or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Banks and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice) in the principal amount of $250,000 or more including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (viii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of PFIS or its Subsidiaries; (ix) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $150,000 per annum (other than any such contracts which are terminable by PFIS 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 (x) that involves aggregate payments or receipts by or to PFIS or any of its Subsidiaries in excess of $150,000 in any twelve-month period, other than those terminable on sixty (60) days or less notice without payment by PFIS or any Subsidiary of PFIS of any material penalty. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a4.13(a), whether or not set forth in the Company PFIS Disclosure Schedule, is referred to herein as a “Company PFIS Contract”, and neither PFIS nor any of its Subsidiaries has received notice of, any material violation of any PFIS Contract by any of the parties thereto.” (b) PFIS has made available to FNCB a true, correct and complete copy of each written PFIS Contract and each written amendment to any PFIS Contract. Section 4.13(b) of the PFIS Disclosure Schedule sets forth a true, correct and complete description of any oral PFIS Contract and any oral amendment to any PFIS Contract. (ic) Each Company PFIS Contract is valid and binding on the applicable Company PFIS or one of its applicable SubsidiarySubsidiaries, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and is in full force and effect, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PFIS. Each PFIS Contract is enforceable against PFIS or the applicable Subsidiary and, to the knowledge of PFIS, the counterparty thereto (ii) each Company except as may be limited by the Enforceability Exceptions). PFIS and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly in all material respects performed all obligations required to be performed by it to date under each Company PFIS Contract. To the knowledge of PFIS, each third-party counterparty to each PFIS Contract has in all material respects performed all material obligations required to be performed by it under such PFIS Contract, and (iii) no event or condition exists that which constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or material default on the part of the applicable Company PFIS or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company PFIS Contract. No Neither PFIS nor any Subsidiary of PFIS has received or delivered any notice of default cancellation or termination has been received under of any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company PFIS Contract.